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As a client of VAD42 Solutions FZ-LLC (referred to as VAD42), we acknowledge the importance of adhering to international import/export regulations governing the transfer, export, or re-export of certain computer hardware, software, and services, particularly those stipulated by the United States and other foreign jurisdictions.

In alignment with these regulations, we commit to the following:
We shall refrain from directly or indirectly transferring, exporting, or re-exporting any Products/Services acquired from VAD42 to restricted destinations, including but not limited to Cuba, Iran, North Korea, Sudan, and Syria, or to individuals from these regions. Furthermore, we confirm that we are not situated within, under the authority of, or citizens/residents of any such restricted territories.

We pledge not to employ the Products/Services for any activities associated with the development, production, or maintenance of Weapons of Mass Destruction (WMDs), as outlined by the U.S. Department of Commerce. This encompasses activities related to nuclear, missile, and chemical/biological development or production. Additionally, we commit to refraining from transferring, exporting, or re-exporting Products/Services to entities involved in WMD-related endeavors. We understand that engaging in such activities may subject us to U.S. export licensing requirements.

We undertake not to transfer, export, or re-export Products/Services to any parties prohibited by the U.S. Government or any applicable laws from receiving such items. Furthermore, we confirm that neither we nor any entity under our control appears on any such restricted lists.

We affirm our commitment to compliance with all relevant laws and regulations governing the transfer, export, or re-export of Products obtained from VAD42.

We acknowledge our responsibility to adhere to all applicable laws and regulations concerning the transfer of goods between UAE Free Zones. We agree to ensure that goods reach the designated Free Zones in the condition and quantity specified in the Free Zone Transfer Bill of Entry. Any penalties incurred due to breaches of this clause shall be borne by us. Additionally, we commit to ensuring that products undergo inspection at the receiving Free Zone, with all necessary documents duly countersigned by Competent Authorities and returned to VAD42 within 7 days. Failure to comply will result in the forfeiture of the Customs Deposit.

We agree to ensure that our customers fully comply with all export compliance requirements outlined above. We indemnify VAD42 for any violations committed by our customers. This undertaking remains in effect for the duration of our business relationship with VAD42. We, the undersigned, agree to indemnify, defend, and hold VAD42 harmless from any loss, expense, penalty, or claim arising from our violation or alleged violation of the aforementioned laws and regulations.

Definitions: The term “The Seller” refers to VAD42 Solutions FZ-LLC, its subsidiaries, associated companies, assignees, trading styles, and successors in title, while “The Buyer” designates the person or entity conducting business with the Seller under these conditions. “Products” encompass goods or services, including but not limited to computer hardware and software items, provided by the Seller to the Buyer as per these terms. “Third-Party Software” denotes all software or hardware owned by or licensed to the Buyer from a third-party owner, whether or not supplied by the Seller, and which forms part of the Products.

General: All orders and contracts for material and equipment supply are subject to the terms and conditions below and contingent upon the Seller’s acceptance. Any general conditions of the Buyer are expressly excluded.

Pricing: Seller’s quoted prices are subject to change without notice unless otherwise stated.  Quotations are subject to acceptance within thirty (30) days from the issue date, unless otherwise specified. Changes in quantities, partial releases, delivery times, or destinations may lead to price adjustments.

Purchase Orders: Buyer’s Purchase Orders must be authorized, bearing authorized signatures and company stamps, and should comprehensively specify prices, payment terms, delivery terms, etc. Computer-generated Purchase Orders should clearly indicate their nature. Buyer is responsible for fulfilling all contractual obligations specified on such Purchase Orders.

Independent Contractor: The relationship between the Buyer and Seller is that of an Independent Contractor. Neither party acts as the agent of the other, nor do they possess authority to obligate each other without prior written consent.

Cancellation and Rescheduling: Buyer is not entitled to cancel or alter any purchase order once issued.

Terms of Payment: Invoices are dated upon Product dispatch. Payment terms are as per agreed terms or the official quotation. Failure to pay in full by the due date incurs a penalty. Buyer must notify Seller of any invoice errors within seven days. Seller may withdraw credit facilities or reduce credit limits at its discretion. All payments must be made in full without set-off or condition.

Packing: Standard packing is provided unless otherwise contracted. Additional packing is available at extra charge.

Taxes: Prices exclude subsequent taxes or duties. Buyer must reimburse Seller for any such taxes or provide an acceptable tax exemption certificate.

Delivery: Delivery terms are governed by Incoterms 2000 unless otherwise agreed in writing. Seller is not liable for delays due to force majeure. Failure to take delivery results in deemed delivery, and Seller may store Products at Buyer’s expense. Risk passes to Buyer upon delivery.

Labour Charges: Seller is not liable for any labour charges beyond those agreed upon.

Shipment: Seller may arrange shipment upon request, with Buyer bearing related expenses.

Insurance of Shipments: Buyer is responsible for insuring Ex-Warehouse goods. For CIF shipments, risk passes upon clearance. Buyer must advise Seller of any defects within 14 days.

Retention of Title: Title remains with Seller until full payment is received. Buyer must insure and store Products accordingly.
Buyer’s Requirements: Seller is not liable for non-conforming materials or additional costs due to inaccurate information.

Defective Returns Policy: Returns are subject to conditions, including prior authorization and adherence to specified return procedures. Warranties: Products are warranted to the extent of the manufacturer’s warranty.

Buyer’s Remedies: Buyer’s remedies are limited to the manufacturer’s warranty terms

Waiver: Failure to insist on performance does not constitute a waiver of rights.

Modification of Contract: No modifications are binding unless made in writing and signed by authorized representatives.

Documentation/Specification: Seller reserves the right to discontinue products and make alterations to specifications.

Limitation of Liability: Seller’s liability is limited to the net purchase price of Products. Seller is not liable for indirect or consequential damages.

Compliance with Export Control: Buyer agrees to comply with export control laws and regulations.

Governing Law: Terms are governed by the laws of the United Arab Emirates.

Confidentiality: Parties agree to maintain confidentiality of disclosed information.

Force Majeure: Neither party is liable for failure to perform obligations due to circumstances beyond their control.