1. ACCEPTANCE OF TERMS
1.1. By accepting delivery of the products whether full or partial delivery, You agree and accept to be bound by these terms
and conditions (“Terms”)
1.2. These Terms govern the sale, purchase and use of products of any nature whether physical or otherwise, or Services.
1.3. If you have accepted these Terms on behalf of another party, you represent and warrant that you have the full authority
to bind such party to these Terms.
1.4. All sales shall be made by the Seller exclusively on the basis of these General Terms and Any additional, preprinted or
different terms contained on any purchase order, portal, or other communication from Buyer purporting to apply shall be
deemed void and unenforceable unless otherwise accepted by the Seller.
2. Returns
To the greatest extent permitted under applicable law, any warranty from the Seller in relation to defects in the Products
sold by the Seller (including warranty for defects in materials, workmanship, merchantability, or fitness for a particular use, or
any other warranty) is hereby expressly excluded, unless otherwise accepted by the Seller in writing. To the extent that the
manufacturer of the Products provide separate warranties for the benefit of the Buyer or the Buyer's customers, then such
persons may enforce such Supplier and/or manufacturer warranties in accordance with the terms and conditions applicable
to them, at no cost or liability for the Seller.
3. Pricing
Products and/or service offering prices, tax, shipment, insurance and installation are as shown on the invoice. Changes to
exchange rates, duties, insurance, freight, market condition, and purchase costs (including for components and services) may
cause Metra to adjust prices accordingly.
4. Payment
4.1. Buyer shall pay the price indicated on the invoice according to the payment terms identified therein. In the case of
absence of any specific payment terms, the price will be due immediately.
4.2. In case the Buyer disputes the invoice, the Buyer must provide notice of such dispute within five (5) days from the date of
the invoice or else it is deemed to have accepted the invoice undisputedly.
4.3. In case the Buyer fails to pay the total sums due on an invoice by the due date or in case of the Buyer’s insolvency or
bankruptcy, the entire outstanding balance due to Seller on any other invoices owed by the Buyer shall be accelerated and
become due in full immediately.
4.4. Metra may suspend deliveries or Service, whether such delivery or service is subject to this invoice or not, until full
payment for that order. If payment is late, the Buyer shall be liable to liquidated damages equivalent to 2% monthly accruing
on a day-to-day basis for each day of late payment and the costs of recovery shall be payable by the customer. This shall be
additional to any late payment interest enforced by any applicable law.
4.5. Seller shall be entitled, in addition to all other remedies available at law or under these Terms, to recover reasonable
attorneys’ fees, legal costs and/or any other expenses incurred in collecting all outstanding sums from Buyer or otherwise
enforcing or successfully defending these Terms.
5. Set-off
5.1. The Buyer must pay all sums due to the Seller under any order, including invoices and other charges in full, without
abatement, discount, reduction, set off, dispute or counterclaim.
5.2. The Buyer shall not be entitled to against the Seller any claims it may have against any third party including the
manufacturer or Supplier or shipper of Products.
5.3. The Seller may set off against any amounts owed to the Buyer any amounts due from the Buyer to the Seller (including
those prospectively or contingently due which are, in the Seller’s reasonable discretion, likely to become payable).
6. Delivery
6.1. Delivery terms are set for indicative purposes only and shall not be binding on the Seller. To the greatest extent
permitted under applicable law, any warranty from the Seller or liability in relation to the timely delivery of the Products in
accordance with the Contract is hereby excluded.
6.2. In the event Buyer, verbally or in writing, confirms a delivery date with Seller but subsequently suspends the Order or is
unable to accept delivery, Buyer shall reimburse Seller for all costs and expenses Seller incurs as a result thereof, including,
but not limited to, reasonable storage costs.
6.3. The Products shall remain the property of Seller until their price has been paid in full to the benefit of the Seller or any
assignee thereof. The Buyer shall diligently hold the unsold Products in custody on behalf of the Seller and shall ensure that
the Products will not be damaged, modified, or subject to deterioration while title is retained by the Seller. In case of the
Buyer’s failure to pay the Products’ price, the Seller may reclaim the goods on account of the retention of title. If the customer
sells them before title passes, the customer will become Metra's agent and the proceeds of such sale shall be held on Metra's
behalf separately from the customer's general funds.
6.4. If the customer refuses delivery without Metra's agreement, the customer must pay Metra's expenses or loss resulting
from that refusal, including without limitation storage costs, demurrages, etc. until the customer accepts delivery of the
entire order.
6.5. The risk of the loss of the goods shall pass to the customer upon delivery. Any missing or damaged packaging should be
noted on the proof of delivery prior to signing it by the customer or its nominated shipping agent. Absence of such notice shall
be proof of delivery of the products without any discrepancy.
7. Compliance with laws and requirements
7.1. Each party shall comply with all applicable laws, rules and regulations, including but not limited to, export and import,
trade restrictions, FARs, anti-bribery and anti-corruption, anti-money laundering, anti-human trafficking and slavery,
protection, and health and safety.
7.2. The Buyer undertakes to hold the Seller harmless from any costs, losses, or damages the Seller may suffer as a result of
any non-compliance of applicable laws on the part of the Buyer, including as a result of third-party claims.
7.3. Products and Software may be subject to export controls under the laws, regulations, sanctions and/or directives of the
United States and other countries where its delivered or used.
7.4. The customer hereby warrants and represent that the customer have and shall continue to have the due authorizations
and licenses necessary and required to purchase the Products and any other products purchased from the Supplier and to
import the same into the relevant country. Any failure by the customer to clear the Products from the relevant customs or
other authorities in the relevant county whether due to the failure to obtain or maintain the requisite authorizations or
licenses or for any other reason whatsoever, will not invalidate this agreement and the customer shall remain bound by the
terms of this agreement including liability to make payments to Metra under the terms of this Agreement.
7.5. The customer acknowledge that Product may include technology and Software which is subject to US and EU export
control laws and laws of the country where it is delivered or used: the customer must abide by all these laws. Product may not
be sold, leased or transferred to restricted / embargoed end users or countries or for a user involved in weapons of mass
destruction or genocide without the prior consent of the US or competent EU government. The customer understands and
acknowledges that US and EU restrictions vary regularly and depending on Product, therefore you must refer to the current
8. Product Liability
To the greatest extent permitted under applicable law, any liability of the Seller for damages caused by the Products
(including damages to third parties and injuries) is hereby expressly excluded to the extent that such damages are not a direct
and immediate consequence of the Seller's gross negligence or wilful misconduct.
9. Limitation of liability
Regardless of the previous paragraphs, if the Seller is found to be liable for any reason whatsoever, to the greatest extent
permitted under applicable law the Seller's liability to the Buyer or to any third party is limited to the value of the order from
which the liability arose. Should the maximum liability amount under the applicable law be less the value of the order from
which the liability arose, then the Seller’s liability shall be limited to such amount.
10. Indemnity
Buyer shall indemnify and defend Seller and its affiliates, directors, officers, affiliates, employees, agents, successors, and
permitted assigns (“Indemnitees”) against any claims, demands, damages, liabilities and expenses (including court costs and
reasonable attorneys ‘fees) that Indemnitees incur as a result of or in connection with: (a) any third-party claims arising from
Buyer’s use of the Products or Services in any manner(e.g., solely or in combination) not expressly permitted by these Terms
or the applicable license agreement or specifications provided by the Product and/or Software manufacturer or provider of
Services; (b) Indemnitees’ compliance with any technology, designs, instructions or requirements, including any specifications
provided by Buyer or a third party on Buyer’s behalf ; and (c) any reasonable costs and attorneys’ fees and expenses required
for Indemnitees to respond to a subpoena, court order or other official government inquiry regarding Buyer’s use of the
Products, Software, or Services.
11. Acknowledgments and Undertakings by the Buyer
11.1. The Buyer undertakes to notify the Seller in writing upon the occurrence of any event which leads or could lead to its
insolvency;
11.2. the Buyer undertakes to use reasonable measures to prevent, mitigate and minimise any loss which the Seller may incur,
and to cooperate with the Seller in taking all reasonable steps to prevent, mitigate and/or minimise such loss;
11.3. the Buyer undertakes to inform the Seller immediately in case of any changes in its shareholding structure, its
management or any other form of change which could result in the Buyer’s inability to fulfil its contractual obligations or
which would decrease the value of any securities or guarantees granted by the Buyer to the Seller, if any. In case of such
change, the Seller shall have the right to reassess the Buyer’s creditworthiness and determine, at its sole discretion, if it
wishes to terminate the relationship;
11.4. Buyer acknowledges and agrees that, in performing its obligations under these Terms, Seller will rely upon the accuracy
and completeness of the information and documentation Buyer provides, and that Seller’s performance is dependent on
Buyer’s provision of complete and accurate information and data. It is Buyer’s responsibility to ensure that the Products and
Services are the ones that it has requested and that all specifications and quantities are correct., and undertakes to indemnify
the Seller for any losses, damages or costs whatsoever which could result from the Buyer’s breach of this obligation;
11.5. The Buyer agrees that all invoices and any other amounts due under this agreement are payable in full without any set
off, counterclaims, abatement, or reduction and in the currency of payment stated in the invoice to be issued by the Seller.
The Buyer further accepts that the Seller may, at its sole discretion, apply payments made, whether by Buyer or otherwise, to
pay late payment charges, invoices overdue interest, or any outstanding amounts.
11.6. The Buyer acknowledges, understands and agrees that by signing the Proof of Delivery document without any
discrepancies, the Products are considered irrevocably accepted, whether such delivery was conducted by the Supplier
directly or by the Seller. The Buyer further acknowledges and understands that by signing the Proof of Delivery document
without discrepancy, it shall have no right, under any case whatsoever, to initiate any claims against the Seller for any defect
or non-conformity of any kind in relation to the received Products.
12. Force majeure
Seller shall not be liable for any failure to perform its obligations under an Order or Scope of Work (“SOW”) resulting directly
or indirectly from, or contributed to or by acts of God, acts of terrorism, civil or military authority, epidemic or pandemic,
fires, strikes or other labor disputes, accidents, floods, war, riot, inability to secure raw material or transportation facilities,
hacking or other malicious attack, dissolution of the applicable manufacturer’s business, acts or omissions of carriers, or any
other circumstances beyond Seller’s reasonable control.
13. Confidentiality
13.1. Neither Party may disclose any information (i) that is marked or labelled “Confidential”, “Secret” or the like at the
moment of disclosure or, in case of oral Information, is identified as confidential, (ii) of which the confidential nature is
reasonably apparent. For the avoidance of doubt, any information relating in any way, directly or indirectly, to the price of the
Products or the payment terms thereof shall be considered confidential (“Confidential Information”);
13.2. The confidentiality obligations under these Terms shall not apply to Confidential Information of which the receiving
Party can demonstrate by means of dated documentation that such Confidential Information: (i) was already in the public
domain at the time it was disclosed or subsequently enters the public domain through no fault of the receiving Party, (ii) was
developed by the receiving Party independently and without use of Confidential Information provided by the disclosing Party
under these Terms and without any breach thereof, or (iii) is required to be disclosed pursuant to the requirement, order or
directive of a government agency or by operation of law subject to prior consultation with disclosing Party's legal counsel.
14. Anti-Bribery and Corruption
14.1. The buyer undertakes that it has not and will not, and none of its employees, officers, directors, contractors,
subcontractors and agents has or will, directly or indirectly, pay, give, deliver, receive or agree (or undertake to pay, give,
deliver, receive or agree) any bribe, pay-off, kickback, gift, gratuity, commission, amount or other thing of value, or any
interest-free loans, contributions or donations, in any way or form and whether in local or foreign currency, in the country
where the Services are provided or any other place where such conduct relates to the Agreement, , to any third party,
including any non-U.S. official, in each case, in violation of the Foreign Corrupt Practices Act of 1977 (the FCPA), the U.K.
Bribery Act 2010, or any other applicable antibribery or anti-corruption law.
14.2. The Buyer further represents that it shall, and shall cause each of its subsidiaries or affiliates to, cease all of its or their
respective activities, as well as remediate any actions taken by the Buyer, its subsidiaries or affiliates, or any of their
respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the
FCPA, the U.K. Bribery Act 2010, or any other applicable anti-bribery or anticorruption law.
15. Governing Law and Arbitration
15.1. These Terms shall in all respects be governed by the laws of the United Arab Emirates. The terms of the UN Convention
on Contracts for the International Sale of Goods of 1980 (and any amendments or successors thereto) are hereby excluded.
15.2. Any dispute between the Parties under or in connection with this Invoice as well as its corresponding purchase order(s)
(including, any question regarding its existence, validity or termination) which cannot be resolved amicably arbitration in
accordance with the rules of arbitration of the Cairo Regional Centre for International Commercial Arbitration (CRCICA).
The number of arbitrators shall be one. The language of arbitration shall be English. The seat of arbitration shall be Paris,
France, however, the venue for the arbitral proceedings shall be Cairo, Egypt, Despite that, in case Metra is the claimant,
Metra may, at its sole discretion, submit any such dispute to the local courts in the jurisdiction where the Buyer is domiciled.
The Buyer hereby irrevocably waives any objection to the jurisdiction, process and venue of any such court and to the
effectiveness, execution and enforcement of any order or judgment (including, but not limited to, a default judgment) of any
such court in relation to these Terms, to the maximum extent permitted by the law.