General Terms and Conditions of Sale

DITH Mena DMCC (“DITH Mena” or the “Seller”) has entered into or is about to enter into a sales order (the “Sales Order”) with the Buyer for the sale of certain Products (both as defined in the Sales Order).

The Sales Order and, in general, sales of Products by the Seller to the Buyer shall be subject to and governed by these Terms and Conditions (“T&Cs”). Capitalized terms not otherwise defined in these T&Cs shall have the same meaning assigned to them in the Sales Order.

In the event of any conflict between these T&Cs and any provision contained in any Sales Order, the terms of the Sales Order shall prevail, unless otherwise explicitly agreed in writing by DITH Mena. It is the customer's responsibility to read both documents and ensure that the agreed conditions are clearly understood and accepted.

1. BUYER SELLER RELATIONSHIP

Seller: DITH MENA DMCC, one JLT, level 11, Jumeirah Lake Towers, Dubai - United Arab Emirates.

Buyer: the Buyer as defined in the Sales Order.

The Sales Order and these T&Cs constitutes the contract between the Buyer (which represents that this contract is valid and binding on it and that it is acting as principal and not as agent for any third party) and the Seller, to buy and sell the goods exclusively on the terms and conditions set out in the relevant Sales Order and these T&Cs.

2. DELIVERY CONDITIONS

Delivery and the transfer of risk is deemed to take place in accordance with Incoterms 2020.

3. INSPECTIONS

Upon the Sales Order signature, the Buyer shall inform the Seller if the goods are subject to any government pre-shipment inspection (physical or documentary only) and/or to any other particular request, on the goods or documents, prior to the shipment.

Any cost for pre-shipment inspection or other particular request are for Buyer's account.

If the Buyer fails to inform the Seller, the Seller bears neither risk, nor responsibility, nor any cost with regards to any requirements and regulations applied by the destination country's authorities including but not limited to the implementation of "VOC" (Verification of Conformity).

The Buyer indemnifies the Seller and bears all costs, risks and responsibilities incurred or associated with the importation of goods in and or of compliance with the destination country authorities' requirements.

If the inspection is required, then the Buyer agrees to provide a copy of the import license immediately upon receipt of the Seller's request.

4. LOSS IN TRANSIT

In case of partial or total loss of shipment after delivery, final payment will be made on basis of Bill of Lading, or Mate's Receipt, or CMR, or RWB, as the case may be, if no certificates of weight are available

The Buyer indemnifies the seller and bears all costs, risks and responsibilities incurred or associated with the importation of goods in and or of compliance with the destination country authorities' requirements.

If the inspection is required, then the Buyer agrees to provide a copy of the import license immediately upon receipt of the Seller's request.

5. SABER SASO PROCEDURE - APPLICABLE FOR CFR/CIF SAUDI ARABIA

With respect to sales made on CFR or CIF basis and delivery into Saudi Arabia, the following provisions shall apply.

The Buyer takes full responsibility to provide the Seller with the "SABER" system generated reference number, specific to the import of products under this Sales Order, within 5 working days of signing the Sales Order. In the event that the Buyer does not share any relevant details such as SABER request number or any communications shared by the SABER certified inspection companies with the Seller, the Seller bears neither risk, nor responsibility to coordinate for the SABER/SASO procedure and Buyer shall be liable for SABER/SASO procedure.

To facilitate the Buyer's registration of contracted products under the "SABER" system certification scheme for imports into Saudi Arabia, the Seller shall provide with all relevant information and documentation as required by the Buyer/SABER certified inspection company provided it is within Seller's scope.

The costs of conformity assessments performed outside of KSA by SABER certified inspection companies are for the Seller's account. All other costs and regulatory conformity for importation of contracted goods whatsoever applied by any relevant KSA authority, including but not limited to "SALEEM" under the "SABER" system are for the Buyer's account, risk and responsibility. Seller's responsibility with regards to SABER/SASO procedure shall end upon sharing with the Buyer the Certificate of Conformity (COC).

Upon receipt of the COC, the Buyer shall carry out the needful in the SABER system for generation of SABER/SASO certificate/ shipment certificate.

6. SHIPPING CONDITION – APPLICABLE FOR CFR/CIF FREE OUT IN BULK

With respect to sales made on CFR or CIF free out basis and bulk shipment, the following provisions shall apply.

Notwithstanding anything elsewhere contained in the Sales Order and these T&Cs, Buyer shall guarantee one good safe port one good safe berth always afloat always accessible at discharge.

Vessel's notice of readiness for discharge shall be tendered any time day or night, including Saturdays, Sundays, and holidays, whether in port or not, whether in berth or not, whether in customs clearance or not, whether in free pratique or not.

Cargo shall be discharged with customary quick despatch. Buyer shall provide all necessary physical and documentary means to guarantee an immediate and continuous flow of discharge of the cargo as fast as vessel can deliver. Should any stoppages and/or delays occur due to Buyer's or Buyer's servants' failure to comply with the above obligation, including, but not limited to, lack of cargo documents and/or trucks/barges alongside the vessel, then detention charges will be applicable on Buyer's account for any time lost thereby as direct and/or subsequent consequence.

Detention rate shall be declared by Seller together with performing vessel's nomination and shall be final and binding on Buyer.

Ship agents shall be nominated by shipowners/Seller.

Notwithstanding anything elsewhere contained in the Sales Order and these T&Cs, stevedoring damages, if any, shall be fully settled directly between shipowners and stevedores before vessel's departure from discharge port, including but not limited to any/all necessary repairs as well as time lost as direct and/or subsequent consequence. In case shipowners are unable to settle directly with stevedores as aforesaid, the Buyer shall remain ultimately responsible for the settlement of any stevedoring damage claims, which shall take place not later than within 30 running days after receipt of shipowners'/master's notice of such damage.

Vessels up to 30 years old inclusive are allowed without overage premium charges to the Seller.

Otherwise as per GENCON94 charter party clauses, terms, and conditions.

7. SHIPPING CONDITION – APPLICABLE FOR CFR/CIF LINER OUT IN BULK

With respect to sales made on CFR or CIF liner out basis and bulk shipment, the following provisions shall apply.

Notwithstanding anything elsewhere contained in the Sales Order and these T&Cs, Buyer shall guarantee one good safe port one good safe berth always afloat always accessible at discharge.

Vessel's notice of readiness for discharge shall be tendered any time day or night, including Saturdays, Sundays, and holidays, whether in port or not, whether in berth or not, whether in customs clearance or not, whether in free pratique or not.

Buyer shall provide all necessary physical and documentary means to guarantee an immediate and continuous flow of discharge of the cargo as fast as vessel can deliver. Should any stoppages and/or delays occur due to buyer's or Buyer's servants' failure to comply with the above obligation, including, but not limited to, lack of cargo documents and/or trucks/barges alongside the vessel, then detention charges will be applicable on Buyer's account for any time lost thereby as direct and/or subsequent consequence.

Detention rate shall be declared by Seller together with performing vessel's nomination and shall be final and binding on Buyer. Discharge berth/terminal and ship agents shall be nominated by shipowners/seller. Vessels up to 30 years old inclusive are allowed without overage premium charges to the Seller. Otherwise as per GENCON94 charter party clauses, terms, and conditions.

8. SHIPPING CONDITION – APPLICABLE FOR CFR/CIF DISCHARGE ON BARGE/TRUCK

With respect to sales made on CFR or CIF basis and discharge on barge or trucks, the following provisions shall apply.

Notwithstanding anything elsewhere contained in the Sales Order and these T&Cs, Buyer shall guarantee one good safe port one good safe berth always afloat always accessible at the port of discharge.

Vessel's notice of readiness for discharge shall be tendered any time day or night, including Saturdays, Sundays, and holidays, whether in port or not, whether in berth or not, whether in customs clearance or not, whether in free pratique or not.

Cargo shall be discharged with customary quick despatch.

Buyer shall provide all necessary physical and documentary means to guarantee an immediate and continuous flow of discharge of the cargo as fast as vessel can deliver. Should any stoppages and/or delays occur due to Buyer's or Buyer's servants' failure to comply with the above obligation, including, but not limited to, lack of cargo documents, dunnage, trucks and/or barges alongside the vessel, then detention charges will be applicable on buyer's account for any time lost thereby as direct and/or subsequent consequence.

Detention rate shall be declared by seller together with performing vessel's nomination and shall be final and binding on Buyer.

Vessel's agent at the port of discharge will be nominated by shipowner and/or Seller.
Notwithstanding anything elsewhere contained in the Sales Order and these T&Cs, stevedoring damages, if any, shall be fully settled directly between shipowners and stevedores before vessel's departure from discharge port, including but not limited to any/all necessary repairs as well as time lost as direct and/or subsequent consequence. In case shipowners are unable to settle directly with stevedores as aforesaid, the Buyer shall remain ultimately responsible for the settlement of any stevedoring damage claims, which shall take place not later than within 30 running days after receipt of shipowners'/master's notice of such damage.

Vessels up to 30 years old inclusive are allowed without overage premium charges to the Seller.

Otherwise as per GENCON94 charter party clauses, terms, and conditions.

9. SHIPPING CONDITION – APPLICABLE FOR CFR/CIF IN CONTAINERS

With respect to sales made on CFR or CIF basis and delivery in containers, the following provisions shall apply.

All taxes, duties, imposts, fees and charges (including, without limitation, destuffing costs and terminal container charges) at discharge port shall be for the Buyer's account.  Should payment be made on the Buyer's account by the Seller, reimbursement of all such costs (and all other ancillary costs and charges according to the contract to be reimbursed to the Seller) shall be made as soon as reasonably practicable upon presentation of the Seller's invoice.

10. SHIPPING CONDITION – APPLICABLE FOR CPT/CIP IN TRUCKS

With respect to sales made on CPT or CIP basis and delivery in trucks, the following provisions shall apply.

Starting from arrival of the trucks at the agreed place of receipt, buyer has a maximum of two hours time free for the discharge of the material from the trucks.

After two hours, any demurrage/detention cost will be for Buyer's account.

The arrival of the trucks at the agreed place of receipt will be notified by the Seller to the Buyer.

11. CIF/CIP SALE

With respect to sales made on CIF or CIP basis, the following provisions shall apply.

In case of damage and/or loss and/or shortage, the Buyer must immediately, i.e. Prior or upon discharge of the goods from the carrying vessel (for bulk shipment and barges) or at containers opening:

• request the intervention of the insurance claim agent.
• send a letter of protest to the master and the ship agent and, if damages are caused by stevedores and/or terminal operators, also to the same stevedores and/or terminal operators. It is important that the letter of protest is countersigned by the addressee.

The assessment of the damage, losses and/or shortages must be effected as above indicated, in the presence of and jointly with the insurance claim agent, the ship agent, with the surveyor's appointed by the ship interests and the surveyor's receiver (if any). In case of shortage the statement of facts will be considered as proper evidence of such shortage only if countersigned and acknowledged by the ship agent and/or ship interests' appointed surveyor as well as by stevedores / terminal operators.

In case of inland delivery, the Buyer must indicate upon the receipt of the goods any remark regarding the delivered material status on the waybill (i.e. CMR / DDT / CIM / etc.), which one original - signed by the Buyer himself or by his receiving agent - has to remain in the carrier's hands. In addition, the Buyer must immediately send a letter of protest to the carrier.

By signing and/or performing the Sales Order the Buyer knowledges to be aware that failure to comply with the above procedure will prejudice the right of the same Buyer to claim indemnity under the insurance contract."

12. RETENTION OF TITLE

Notwithstanding applicable incoterms set forth in the Sales Order, Seller shall retain full title on the goods unless and until the full invoice amount is paid by the Buyer and duly cashed by Seller.

13. NO SET-OFF

Buyer shall effect payment for the goods delivered without any right of set-off or counterclaim whatsoever and free and clear of any deductions on the due date.

14. TAXES, DUTIES AND ANTI DUMPING MEASURES

Except as otherwise agreed under applicable delivery terms, any duties, tariffs, or other charges which are imposed by any competent authority on the importation of the goods into the country of destination, before or after the issuance of this Sales Order, shall be for the account of the Buyer.

It shall be a condition of this contract that if, after issuing the Sales Order:

1. Any duties, tariffs, or other charges (“Duties”) or any trade measure (including but not limited to safeguard quotas, antidumping, antisubsidy or anticircumvention investigations) are imposed or are reasonably likely to be imposed by any competent authority on importation of the goods into the country of destination, the Seller shall be entitled to: (I) Require the Buyer to reimburse on invoice any duties imposed on the Seller; or (II) By notice to the Buyer cancel or suspend its obligations under this Sales Order without liability, or
2. Any duties, tariffs or other charges, or amends to the tax or VAT rebate policies, are imposed or are reasonably likely to be imposed by any competent authority in the country of origin, in all cases generating additional costs with respect to the exportation of the goods (The “Export Country Additional Costs”), the Seller shall be entitled to (I) Require the Buyer to reimburse on invoice any export country additional costs imposed on the goods, or (II) By Notice to the Buyer cancel the contract or suspend its obligations under it without liability.

15. OTHER CLAUSES

CBAM reporting

If material sold under the Sales Order is to be imported into the European Union by the Buyer or the Buyer's client, upon Buyer's request, the Seller shall use reasonable commercial endeavours to provide the Buyer with such information, documentation and data, in relation to the direct and indirect emissions embedded in material supplied under the Sales Order, as necessary for the Buyer to comply with the quarterly CBAM reporting obligations in the transitional phase as set out in the commission implementing regulation (EU) 2023/1773.

The Buyer agrees to keep such information, documentation and data as confidential and not to disclose it to third parties, except to the European Union customs authorities that are delegated to receive the CBAM report and any service provider used by the Buyer either for the preparation of or submission of the CBAM report to such authorities, which shall be similarly bound by confidentiality obligations.

Late delivery

In no event shall the Seller be liable for any delay in delivery of the goods for whatever cause, unless said failure or delay is due to the wilful or negligent conduct of the Seller.

Limitation of liability

There are no warranties, express or implied, of merchantability or fitness for purpose in relation to the goods which extend beyond the description in the Sales Order. The Buyer and the Seller agree that no representations/warranties have been made or relied upon except as specifically stated in the Sales Order. The Seller shall not be deemed to have knowledge of the intended purpose or use of the goods.

Notwithstanding anything in the Sales Order to the contrary, the Seller's aggregate liability for claims made under, or in connection with, the Sales Order for whatever reason shall be limited to the aggregate purchase price payable for the goods under the Sales Order.

In no circumstances shall the Seller be liable, whatever the cause and whether arising in contract, tort or otherwise, for any loss of profit, business, contracts, revenues or anticipated savings or for any special, punitive, indirect, incidental or consequential damage or loss of any nature whatsoever suffered by the Buyer and/or any third party under, or in connection with, the Sales Order.

Force majeure

1.a) In the Sales Order, "Force Majeure Event" means any cause whether direct or indirect which prevents or substantially delays the Seller or Buyer ("Relevant Party") from performing its obligations (save for any payment obligations relating to payment or acceptance of, collection of the goods, which are excluded from the operation of this clause) due to events beyond the Relevant Party's reasonable control.

1.b) The events covered by a) above will include but not be limited to: (i) strikes, lock-outs or other industrial disputes (whether involving the workforce of the party so prevented or of any other party), act of god, war, riot, piracy, civil commotion, malicious damage, compliance with any law or governmental order or judicial court decision or decision from other authorities, rule, regulation or direction, sanctions and embargoes, accident, breakdown of plant or machinery, seizure, fire, flood, storm, consequences of epidemics and pandemics; or (ii) any failure, curtailment, suspension or cessation of supplies or refusal to make supplies of the goods from the Seller's suppliers, shippers or subcontractors (whether lawful or otherwise).

2. If either party is prevented or delayed in the performance of any of its obligations under the Sales Order by a Force Majeure Event, that Party shall without unreasonable delay serve notice in writing on the other Party specifying the nature and extent of the Force Majeure Event and shall, subject to service of such notice, have no liability in respect of the performance of such of its obligations as are prevented by the Force Majeure Event during its continuation and for such time after it ceases as is necessary for that party, using all reasonable endeavours, to recommence its affected operations in order for it to perform its obligations.

3. Where the Seller gives notice of Force Majeure under (2) above, it shall be under no obligation or duty to mitigate the effects of Force Majeure by attempting to procure the goods or such quantities of the goods from any third party to meet the contractual quantity to be supplied other than from the producer or origin named in page 1 of the Sales Order.

4. If either Party is prevented by a Force Majeure Event from performance of its obligations for a continuous period in excess of three months, either Party may terminate the Sales Order forthwith on service of written notice on the other Party, in which case neither Party shall have any liability to the other except in relation to obligations arising prior to the declaration of a Force Majeure Event under this clause.

Sanctions

In the event that either (i) Buyer, or any companies affiliated with the Buyer, or any of its owners, directors, officers, employees, agents or representatives become the subject of any sanctions administered and/or enforced by the US Department of Treasury's Office of Foreign Assets Control (OFAC), the United Nations, the European Union, HM Treasury,  the Swiss State Secretariat for Economic Affairs (SECO) or any other relevant government authority (collectively the "Sanctions"), or (ii) any Sanctions affect, or threaten to affect, the Seller or the Buyer's performance under executed Sales Order(s), the Seller shall be entitled to suspend deliveries under the Sales Order and/or terminate the Sales Order at any time with immediate effect. For avoidance of doubt, Buyer's payment obligations for delivered material will remain valid and enforceable, notwithstanding any such termination or suspension by Seller. The Buyer shall not transfer the goods to any third party that is subject to Sanctions (a "Third Party Sanctioned Entity"), by on-selling, supplying, allowing the off-take, exporting or in any other way transferring the goods to such Third Party Sanctioned Entity.    

Assignment

Neither Party has the right, without the written consent of the other Party to assign the Sales Order to any third party, with the exception of Seller who may assign the rights of the Sales Order to any entity financing it or one of its group companies or a financing vehicle established by it or its group companies from time to time.

Forbearance

The Seller's rights shall not be prejudiced or restricted by any indulgence or forbearance extended to the Buyer and no waiver by the Seller in respect of any breach shall operate as a waiver in respect of any subsequent breach.

Amendments

Any amendment or variation to the Sales Order and these T&Cs shall only be valid if in writing and signed by both the Seller and the Buyer.

Insolvency or bankruptcy procedure of the buyer

In the event any step towards an insolvency procedure is taken by or in relation to the Buyer, or the Buyer enters into an agreement or accommodation generally with its creditors, the Seller shall be entitled, without prejudice to its other rights or remedies provided for by the applicable law, to suspend any further deliveries related to the Sales Order. Any such suspension by the Seller shall not relieve the Buyer of its obligations under the Sales Order.  

No hardship

Seller and Buyer are bound to perform their contractual duties even if events have rendered performance more onerous than could reasonably have been anticipated at the time of the conclusion of the Sales Order. In particular, without limitation, no hardship withdrawal or termination or renegotiation of the Sales Order or these T&Cs is therefore allowed in case of price fluctuations in the market.

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