TERMS AND CONDITIONS OF SUPPLY OF PRODUCTS/SERVICES
1.1 Customer means the party to whom Data Point Trading LLC may agree to supply Products and Services in accordance with these terms and conditions.
1.2 Data Point Trading LLC is incorporated in the Emirate of Dubai; with its
registered address at P O Box 111850, Dubai, United Arab Emirates.
1.3 Products mean goods including but not limited to computer hardware and software items to be provided by Data Point Trading LLC to the Customer in accordance with these terms and conditions.
2 ORDER ACCEPTANCE
2.1 All orders placed with Data Point Trading LLC by the Customer for Products/Services shall constitute an offer to Data Point Trading LLC, under these terms and conditions, subject to availability of the Products/Services.
2.2 All orders are accepted and Products/Services supplied subject to these express terms and conditions only. No amendment of these terms and conditions will be valid unless confirmed in writing by Data Point Trading LLC authorised representative.
2.3 It is agreed that these terms and conditions prevail over the Customer's terms and conditions of purchase unless these terms and conditions are amended by Data Point Trading LLC in writing and signed by Data Point Trading LLC.
2.4 The HW products, software, and technology subject to this Agreement are subject to the export control laws and regulations of the United States, including but not limited to the Export Administration Regulations ("EAR"), and sanctions regimes of the U.S. Department of Treasury, Office of Foreign Asset Controls. The Customer undertakes to comply with these laws and regulations, and will not, without prior U.S. government authorization, export, reexport, or transfer any goods, software, or technology subject to this Agreement, either directly or indirectly, to any country subject to a U.S. trade embargo (currently Cuba, Iran, Libya, North Korea, Sudan, and Syria) or to any resident or national of any such country, or to any person or entity listed on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce or the list of "Specifically Designated Nationals and Blocked Persons" maintained by the U.S. Department of Treasury. Further, exports to Iraq are subject to licensing requirements from the US government if those products, at any time, are transferred and/or resold within Iraq to a different end user. Therefore, customer agrees to obtain any applicable US export license from the Bureau of Industry and Security (BIS), prior to transferring and/or reselling products within Iraq. In addition, any goods, software or technology subject to this Agreement may not be exported, re-exported, or transferred to an end-user engaged in activities related to weapons of mass destruction. Such activities include but are not necessarily limited to activities related to: (1) the design, development, production, or use of nuclear materials, nuclear facilities, or nuclear weapons; (2) the design, development, production, or use of missiles or support of missiles projects; and (3) the design, development, production, or use of chemical or biological weapons.
3. DELIVERY LEAD TIME
3.1 Any lead-time for deliveries is to be treated as an estimate only. Deliveries may be postponed because of conditions beyond Data Point Trading LLC's reasonable control, or for any other reason, and in no event shall Data Point Trading LLC be liable for any damages or penalty for delay in deliveries or delivery.
3.2 Risk shall pass to the Customer at the time the Products are delivered by Data Point Trading LLC. Data Point Trading LLC accepts no liability for loss or damage caused by the carrier.
3.3 If Products have not been received, the Customer must notify Data Point Trading LLC in writing within 7 days of the date of the invoice. If proof of deliveries is required, this must be requested within 14 days of the date of the invoice.
4.1 All prices are given by Data Point Trading LLC at the time of the order are on an ex-warehouse basis. Unless agreed otherwise, the Customer is liable to pay for transport, packing and insurance.
4.2 All quoted or listed prices are based on the cost to Data Point Trading LLC of supplying the Products / Services to the Customer. If before delivery of the Products / Services there occurs any increase in any way of such costs in respect of Products / Services which have not yet been delivered, the price payable may be subject to amendment without notice at Data Point Trading LLC 's discretion.
5. PAYMENT TERMS
5.1 Invoices will be raised and dated by Data Point Trading LLC on the date of deliveries of the Products or provision of Services. Unless otherwise specifically negotiated and agreed, invoices will be payable by the Customer immediately upon issue of the invoice.
5.2 When all prices due in respect of the Products and any Products supplied previously to the Customer have been paid in full, title to hardware Products only shall pass to the Customer.
5.3 Data Point Trading LLC reserves the right to cease supplies of Products to the Customer at any time. On such cessation of supplies, Data Point Trading LLC reserves the right to withdraw any credit facility such that the whole of the Customer's account becomes due for payment forthwith.
6. SPECIFICATIONS OF PRODUCTS
6.1 Data Point Trading LLC will not be liable in respect of any loss or damage caused by or resulting from any variation for whatsoever reason in the manufacturer's specifications or technical data and will not be responsible for any loss or damage resulting from curtailment or cessation of supply following such variation. Data Point Trading LLC will use its reasonable endeavours to advise the Customer of any such impending variation as soon as it receives any notice thereof from the manufacturer.
6.2 Unless otherwise agreed, the Products are supplied in accordance with the manufacturer's standard specifications as these may be improved, submitted or modified, Data Point Trading LLC reserves the right to increase its quoted or listed price, or to charge accordingly in respect of any orders accepted for Products on non-standard specifications and in no circumstances will it consider cancellation of such orders or the return of the Products.
7. PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
7.1 The Customer hereby acknowledges that any proprietary rights in any Third Party Software supplied including but not limited to any title or ownership rights, patent rights, copyrights and trade secret rights, shall at all times and for all purposes vest and remain vested in the Third Party Software owner.
7.2 No title to or ownership of software products or any third party software licensed to the customer under this agreement is transferred to the customer under any circumstances.
All products provided by Data Point Trading LLC are subject to the terms and conditions of the manufacturer warranty.
9 TERMINATION FOR CAUSE
This Agreement may be terminated forthwith by notice in writing:
9.1 By Data Point Trading LLC if the Customer fails to pay any sums due to Data Point Trading LLC by the due date notwithstanding the provisions for late payment in clause 6.
9.2 If either party fails to perform any of its obligations under this Agreement and such failure continues for a period of 14 days after written notice thereof, by the other party.
9.3 If either party is involved in any legal proceedings concerning solvency, or ceases trading, or commits an act of bankruptcy or is adjudicated bankrupt or enters into liquidation, whether compulsory or voluntary, other than for the purposes of an amalgamation or reconstruction, or makes an arrangement with its creditors or any security is enforced by any Third Party appointed over all or any part of its assets or generally becomes unable to pay its debts, then without prejudice to any other rights or remedies available to it, the other party shall have the right to terminate this Agreement forthwith.
9.4 Any termination of this Agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.
9.4 The Customer agrees not to assign any of its rights herein without the prior written consent of Data Point Trading LLC.
9.5 In the event of any of these terms and conditions or any part of any of them being judged un-enforceable for any reason, the continuation in full force and effect of the remainder of them shall not be prejudiced.
9.6 Neither party shall be liable to the other for any delay in or failure to perform its obligations (other than a payment of money) where such delay or failure results from force majeure, act of God, fire, explosion, accident, industrial dispute or any other cause beyond its reasonable control.
9.7 Any documents or notices given under these terms and conditions by either party to the other must be in writing and may be delivered personally or by recognised courier service and in case of courier service will be deemed to have been given 2 working days after the date of deliveries. Documents or notices shall he delivered or sent to the addresses of the parties on the first page of this Agreement or to any other address notified in the normal course of trading in writing by either party to the other for the purpose of receiving documents or notices after the date of this Agreement.
9.8 These terms and conditions shall be governed and construed in accordance with the laws of the United Arab Emirates as applied in the Emirate of Dubai.