Al Massaeed Medical Technology Company- General Terms and Conditions of Sale

Effective Date: April 20, 2025

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. THEY CONTAIN IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU.

These General Terms and Conditions of Sale (“Terms“) apply to the purchase and sale of products and services through Al Massaeed Medical Technology Company also called as Al Massaeed MedTech Company (“Company,” “we,” “us,” or “our“). By placing an order for products or services, you (“Customer,” “you,” or “your“) accept and are bound by these Terms.

These Terms are subject to change by Al Massaeed Medical Technology Company without prior written notice at any time, in our sole discretion. The latest version of these Terms will be posted on our website, and you should review these Terms prior to purchasing any product or services.

These Terms are an integral part of the Website Terms of Use that apply generally to the use of our website. You should also carefully review our Privacy Policy before placing an order for products or services through this website.

1. Definitions

• “Company” means Al Massaeed Medical Technology Company, located at No.1, 7th Floor, Tower B, 8 Mall, Salem Al Mubarak Street, Salmiya Block 2, Kuwait – 20002.
• “Customer” means the individual, company, or entity purchasing Products from the Company.
• “Products” means the goods, equipment, materials, or services supplied by the Company to the Customer.
• “Order” means the Customer’s order for Products, whether submitted via purchase order, email, website, or other mutually agreed means.
• “Quotation” means a formal offer provided by the Company to the Customer detailing the price and terms for specific Products.
• “Contract” means the agreement formed between the Company and the Customer for the sale of Products, comprising the accepted Order, these Terms, and any specific conditions agreed in writing by the Company (such as in a Quotation or Invoice).
• “Incoterms” means the International Commercial Terms published by the International Chamber of Commerce, referenced edition being Incoterms® 2020 unless otherwise specified.

2. Applicability and Entire Agreement

2.1. These Terms shall apply to all sales of Products by the Company to the Customer and shall form the basis of the Contract.

2.2. Any Quotation, Order acknowledgement, Invoice, or Proforma Invoice issued by the Company shall incorporate these Terms by reference. A link to these Terms on the Company’s website may be provided on such documents.

2.3. These Terms prevail over any terms or conditions contained in or referred to in the Customer’s purchase order, confirmation of order, acceptance of a quotation, or specification or other document supplied by the Customer, or implied by law, trade custom, practice, or course of dealing. Any attempt by the Customer to impose its own terms and conditions is expressly rejected.

2.4. No variation to these Terms shall be binding unless agreed in writing by an authorized representative of the Company.

3. Quotations and Orders

3.1. Quotations issued by the Company are invitations to treat and are not binding offers. Quotations are valid for the period stated therein or, if no period is stated, for thirty (30) days from the date of issue, unless withdrawn earlier by the Company.

3.2. An Order constitutes an offer by the Customer to purchase Products in accordance with these Terms. The Customer is responsible for ensuring the accuracy and completeness of the Order.

3.3. An Order shall only be deemed accepted by the Company upon the Company issuing a written order acknowledgement or upon the Company dispatching the Products, whichever occurs first. At this point, a binding Contract shall come into existence.

3.4. The Company reserves the right to refuse any Order at its sole discretion.

3.5. Once accepted by the Company, an Order may not be cancelled or modified by the Customer except with the express written consent of the Company, which may be subject to cancellation fees or other conditions.

4. Price and Payment

4.1. Prices for Products shall be those set out in the Company’s accepted Order, Quotation, or, if no price is quoted, the price set out in the Company’s published price list in force as of the date of delivery.

4.2. All prices are exclusive of any applicable Value Added Tax (VAT), sales tax, customs duties, levies, and other governmental charges, which the Customer shall be additionally liable to pay to the Company or the relevant authority as required.

4.3. Unless otherwise specified in the Quotation or Invoice, prices are quoted based on Incoterms EXW (Ex Works) Company’s premises in Kuwait or other specified location. Costs for packing (beyond standard), shipping, insurance, and handling will be charged separately unless otherwise agreed in writing.

4.4. Payment terms shall be as specified in the Company’s Quotation or Invoice. If no terms are specified, payment shall be due in full within thirty (30) days from the date of the Invoice, without offset or deduction. Payment shall be made in the currency specified on the Invoice to the bank account nominated in writing by the Company.

4.5. Time for payment is of the essence. If the Customer fails to make any payment due under the Contract by the due date, then, without limiting the Company’s other remedies, the Company may:

• (a) charge interest on the overdue amount at the maximum rate permissible under Kuwaiti law, accruing on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment; and/or
• (b) suspend all further deliveries of Products under the relevant Contract and any other contract between the Customer and the Company until payment has been made in full.

4.6. The Company reserves the right to require payment in advance, a letter of credit, or other security satisfactory to the Company before shipment if the Customer’s creditworthiness becomes unsatisfactory to the Company.

5. Delivery, Risk, and Title

5.1. Delivery terms (Incoterms) shall be specified in the accepted Order, Quotation, or Invoice. If not specified, delivery shall be EXW (Ex Works) the Company’s designated facility.

5.2. Risk of loss or damage to the Products shall pass to the Customer in accordanceance with the agreed Incoterm. If no Incoterm is specified, risk passes upon the Products being made available to the Customer or the carrier at the Company’s premises (EXW).

5.3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Company shall not be liable for any delay in delivery of the Products that is caused by a Force Majeure Event (as defined below) or the Customer’s failure to provide the Company with adequate delivery instructions or any other instructions that are relevant to the supply of the Products.

5.4. Title (legal ownership) to the Products shall not pass to the Customer until the Company has received payment in full (in cash or cleared funds) for:

• (a) the Products; and
• (b) any other goods or services that the Company has supplied to the Customer for which payment is due.

5.5. Until title to the Products has passed to the Customer, the Customer shall:

• (a) store the Products separately from all other goods held by the Customer so that they remain readily identifiable as the Company’s property;
• (b) not remove, deface or obscure any identifying mark or packaging on or relating to the Products;
• (c) maintain the Products in satisfactory condition and keep them insured against all risks for their full price from the date risk passes;
• (d) give the Company such information relating to the Products as the Company may require from time to time.

5.6. If before title passes the Customer becomes subject to any insolvency or bankruptcy proceedings, or the Company reasonably believes such event is about to occur, then, without limiting any other right or remedy, the Company may at any time require the Customer to deliver up the Products and, if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Products are stored in order to recover them.

6. Inspection and Acceptance

6.1. The Customer shall inspect the Products immediately upon receipt.

6.2. The Customer must notify the Company in writing of any claim for shortages, damage, or defects apparent on visual inspection within seven (7) calendar days of receipt of the Products. Failure to provide such notice within the specified timeframe shall constitute unqualified acceptance of the Products and a waiver by the Customer of all claims with respect to such apparent shortages, damage, or defects.

6.3. For claims related to defects not apparent on visual inspection, the Customer must notify the Company in writing within seven (7) calendar days of the defect becoming apparent and, in any event, within the warranty period specified in Clause 7.

7. Warranty

7.1. The Company warrants that, for the period specified in the Product documentation or Quotation (the “Warranty Period“), the Products shall:

• (a) conform in all material respects with their description and any applicable specification agreed in writing by the Company; and
• (b) be free from material defects in design, material, and workmanship.

7.2. The Warranty Period commences on the date of delivery. If no period is specified, the Warranty Period shall be twelve (12) months from the date of delivery.

7.3. This warranty does not apply to any defect in the Products arising from:

• (a) fair wear and tear;
• (b) willful damage, negligence, abnormal storage or working conditions, accident;
• (c) failure to follow the Company’s or manufacturer’s instructions (whether oral or in writing) regarding storage, installation, commissioning, use, or maintenance;
• (d) alteration or repair of the Products by the Customer or any third party without the prior written consent of the Company;
• (e) the use of non-approved consumables or spare parts;
• (f) specifications or materials provided by the Customer.

7.4. Subject to Clause 7.3, if the Customer gives notice in writing to the Company during the Warranty Period within the timeframe specified in Clause 6.3 that some or all of the Products do not comply with the warranty set out in Clause 7.1, and the Company is given a reasonable opportunity of examining such Products, and the Customer (if asked to do so by the Company) returns such Products to the Company’s place of business at the Customer’s cost, the Company shall, at its option, repair or replace the defective Products, or refund the price of the defective Products in full. This shall be the Customer’s sole and exclusive remedy for breach of the warranty.

7.5. EXCEPT FOR THE WARRANTIES SET FORTH IN CLAUSE 7.1, THE COMPANY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE PRODUCTS, INCLUDING ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.

8. Limitation of Liability

8.1. Nothing in these Terms shall limit or exclude the Company’s liability for:

• (a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors (as applicable);
• (b) fraud or fraudulent misrepresentation;
• (c) any matter in respect of which it would be unlawful for the Company to exclude or restrict liability under applicable Kuwaiti law.

8.2. Subject to Clause 8.1:

• (a) the Company shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, loss of business, loss of goodwill, loss of anticipated savings, or any indirect or consequential loss arising under or in connection with the Contract; and
• (b) the Company’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the total price paid by the Customer for the Products under the specific Order to which the liability relates.

9. Intellectual Property

9.1. All intellectual property rights in or arising out of or in connection with the Products (other than intellectual property rights in any materials provided by the Customer) shall be owned by the Company or its licensors.

9.2. The sale of Products does not convey any license under any patent, trademark, copyright, or other intellectual property right owned or controlled by the Company, except potentially as necessary for the use of the Product itself as intended.

10. Confidentiality

10.1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, affairs, customers, clients, or suppliers of the other party, except as permitted by Clause 10.2.

10.2. Each party may disclose the other party’s confidential information:

• (a) to its employees, officers, representatives, or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives, or advisers to whom it discloses the other party’s confidential information comply with this Clause 10; and
• (b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

10.3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.

11. Force Majeure

11.1. Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond its reasonable control (“Force Majeure Event“). Such events include, but are not limited to, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities, terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lockouts, strikes or other labor disputes, restraints or delays affecting carriers, inability or delay in obtaining supplies of adequate or suitable materials, or telecommunication breakdown or power outage.

11.2. If the period of delay or non-performance continues for three (3) months, the party not affected may terminate the Contract by giving thirty (30) days’ written notice to the affected party.

12. Governing Law and Jurisdiction

12.1. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of the State of Kuwait.

12.2. Each party irrevocably agrees that the courts of the State of Kuwait shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

13. General Provisions

13.1. Assignment: The Customer may not assign any of its rights or delegate any of its obligations under the Contract without the prior written consent of the Company. The Company may assign its rights or delegate its obligations.

13.2. Notices: Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing, and shall be delivered personally, sent by pre-paid registered post, reputable courier service, or email.

13.3. Severability: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

13.4. Waiver: A waiver of any right or remedy under the Contract or law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.

13.5. No Partnership or Agency: Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.

13.6. Third Party Rights: No one other than a party to the Contract shall have any right to enforce any of its terms.