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VENDOR TERMS AND CONDITIONS1.Purchase Orders; Pricing and Taxes: These terms and conditions govern Amazon’s purchase ofProducts from Vendor. “Amazon” is Q Tech General Trading LLC, a limited liability company incorporatedunder the laws of the Emirate of Dubai, United Arab Emirates (“UAE”) with commercial license number666871 and having its registered office at Office 602, Ibn Battuta Gate Offices, Dubai, UAE. For thepurposes of this Agreement, “Affiliate” means, with respect to a particular person, any entity that directlyor indirectly controls, is controlled by, or is under common control with such person. “Products” meansall goods, including packaging, provided by the Vendor to Amazon. Amazon is not obliged to purchaseProducts, and Vendor is not obliged to sell Products, until Vendor accepts a purchase order (“PO”). AnyAmazon Affiliate will have the right to issue POs to Vendor under this Agreement and this Agreement willapply to such POs as if the Affiliate was Amazon. Each PO is a separate obligation of the relevant AmazonAffiliate that issues such PO. Vendor will not substitute Products or combine or consolidate POs withoutAmazon’s consent. Documents that Amazon signs acknowledging receipt of Products do not constituteacceptance of the Products. Amazon may modify or cancel POs without penalty before Vendor deliversthe Products to the carrier. Purchasing terms, cooperative marketing, allowances, discounts, rebatesand/or other funding, to the extent not reflected in the PO, will be set forth in separate agreements(“Additional Terms”) or Program Policies. The Product price on the PO prevails over any list or invoiceprice. Prices include applicable fees, taxes (excluding VAT), duties, levies, commissions and other charges,unless otherwise agreed in writing. If Vendor reduces the price of the Products in the Vendor’s price list,Vendor will pass on the full benefit of the decrease to Amazon for all outstanding POs, Products in transitand for Products which were delivered to Amazon prior to the effective date of the new prices that Amazonstill has in stock.2.Product Images/Information: Vendor will make available to Amazon, free of charge, all currentProduct information, including electronic images, recommended retail prices, age ratings, any productsafety information required by applicable law to be displayed to consumers and Product informationcollected by Amazon from Vendor’s website or otherwise provided to Amazon by a third party at Vendor’sdirection (“Product Information”). Vendor will provide timely updates to the Product Information.Vendor grants Amazon a non-exclusive, worldwide, perpetual, irrevocable and royalty-free license to: (a)use, copy and display the Product Information on or in connection with any website or other online pointof presence, mobile application, service or feature; (b) convert to digital electronic form, excerpt,reformat, adapt or otherwise create derivative works of the Product Information; (c) use all trademarks ortradenames included in the Product Information; and (d) sublicense any of the foregoing rights for thepurpose of marketing and promotion of the Products. Vendor will promptly provide all informationregarding safety, compliance, industry standards or testing related to Vendor’s Products (“Product SafetyInformation”) that Amazon reasonably requests.3.Warranties: Vendor represents and warrants that: (a) the Products are safe, fit for purpose andfree from any defects; (b) the Product Information and any Product Safety Information is accurate andcomplete and that neither Amazon’s exercise of its license rights, nor its sale, marketing or distribution ofthe Products, will violate any copyright, trademark, design, database or other third party’s rights; (c) theProducts, including the Product Information and import documentation (if applicable), comply with allapplicable laws and rules and unless otherwise agreed, are supplied with all available Arabic and Englishlanguage versions of instructions and warranty and equipment (including, where relevant, a plug suitablefor the country of delivery of the Products); (d) the Products may be lawfully marketed, sold anddistributed without restriction; (e) no Products were produced, manufactured, assembled, or packaged byforced, prison or child labour (defined as age 15 or below or below the minimum working age within the1
applicable jurisdiction, whichever is older); (f) the Products are made of entirely new materials (notrefurbished or reconditioned), unless Vendor has received Amazon’s prior written consent otherwise; (g)title to each Product shall pass to Amazon, and/or any end user, free of all liens, charges and other thirdparty interests; (h) the Products are not subject to any import or export bans, embargos or restrictions; (i)the country of origin of the Products is not subject to U.S. or other applicable government sanctions thatprohibit the importation of products from such country at the time of import or at the time of delivery ofthe Products to Amazon; and (j) Vendor and its financial institution(s) are not subject to sanctions orotherwise designated on any list of prohibited or restricted parties or owned or controlled by such a party,including but not limited to the lists maintained by the United Nations Security Council, the USGovernment (e.g., the US Department of Treasury’s Specially Designated Nationals list and ForeignSanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or itsmember states, or other applicable government authority.4.Product Recalls; Product Returns; Effect of Remedies: Vendor will provide Amazon immediatewritten notice of any recall. Vendor is responsible for the reasonable costs Amazon incurs in a recall.Amazon may return for a full refund at Vendor’s expense any Product that: (a) is defective or not fit forany purpose claimed by Vendor (or a Product manufacturer) or breaches any warranty or representationin section 3; (b) does not conform to agreed specifications or samples; (c) is subject to recall or safety alertby a government authority or the Product’s manufacturer or distributor; or (d) was not ordered in a PO byAmazon. Unless Amazon agrees otherwise in writing, Amazon may also return to Vendor any Product thatis damaged for a full refund at Vendor’s expense. Where Amazon returns Products for any of the reasonsset out in this section, Vendor will inspect any returned Products and send written notice of any damagesor shortages to Amazon without delay. Vendor has a maximum of 3 months, from the date of dispatch ofthe returned Product from Amazon’s premises, to challenge the right to return some or all of the returnedProducts. Title to any Product returned to Vendor will transfer upon delivery to the appointed carrier.Payment of an invoice does not limit Amazon’s remedies. Where Amazon returns a Product which has thecapacity to store personal information or data (“Data”), Vendor shall cleanse the Product securely toensure that any such Data stored on the Product is deleted and cannot be recovered or retrieved.5.Vendor Defense and Indemnification: Vendor will defend Amazon, its affiliated companies, andtheir respective officers, directors, employees, contractors and agents (the “Amazon Parties”) against anyclaim that arises, directly or indirectly, from: (a) any death of or injury to any person, damage to anyproperty or any other damage or loss due to any defect in or use of any Product; (b) any breach of thewarranties in section 3; (c) any Product recall; (d) Vendor’s negligence, strict liability or intentionalmisconduct; and (e) Vendor’s breach of this Agreement (individually, a “Claim”, and collectively, the“Claims”). Vendor will indemnify and hold harmless each Amazon Party against any liability, loss, damage,cost or expense (including reasonable professional fees) incurred by or awarded against that Amazon Partyrelating to any Claim, except to the extent the liability is caused by the negligence or intentionalmisconduct of that Amazon Party as determined by a final, non-appealable order of a court havingjurisdiction. Vendor will not consent to the entry of a judgment or enter into any settlement orcompromise of any Claim without the Amazon Parties’ prior written consent, which may not beunreasonably withheld. Vendor will use counsel reasonably satisfactory to the Amazon Parties, and theAmazon Parties will cooperate in the defense. If Vendor fails to assume conduct of any Claim, or anyAmazon Party reasonably determines that any Claim might have an adverse effect on any Amazon Party,that Amazon Party may, to the extent permitted by applicable law, take control of the defense (withoutlimiting Vendor’s indemnification obligations).2
6.Limitation of Liability: NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OFPROFITS OR OTHER CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES ARISINGIN CONNECTION WITH THIS AGREEMENT, EXCEPT FOR THOSE ARISING IN CONNECTION WITH VENDOR’SINDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER SECTION 5 OF THIS AGREEMENT.7.Shipping: The parties will agree which party will be responsible for transportation of the Productsto Amazon. When Amazon pays for transportation, Vendor will deliver the Products to the Amazondesignated carrier and risk of loss for the Products will pass to Amazon when Vendor delivers the Productsto the carrier. When Vendor pays for transportation, risk of loss for the Products will pass to Amazon whenAmazon accepts the Products. Title to the Products will transfer from Vendor to Amazon upon receipt ofthe Products by Amazon. For the transfer of any Products by Amazon to Vendor, title and risk will pass toVendor upon delivery to the appointed carrier. Vendor will follow Amazon’s delivery procedures andrequirements. Where Products being delivered are subject to regulation as hazardous materials, Vendorshall provide Amazon with all necessary information relating to the Products before and at the point ofdelivery, including the material safety data sheet, the United Nations number, the transportationregulatory class, the packing group, the classification code and the flash point, as applicable. Except to theextent that Amazon agrees otherwise in writing, Vendor will: (a) be the importer and/or exporter of record,as applicable, on any physical transfer or shipment of Products across international boundaries or into orfrom a domestic free trade zone between Vendor and Amazon (including with respect to any Productsreturned under section 4); (b) ensure that neither Amazon nor any Amazon Affiliate is listed as theimporter or exporter on any import, export or other customs documentation, in each case withoutAmazon’s prior written consent; (c) ensure that all such transfers or shipments comply with all import,export and other applicable laws and regulations; and (d) provide all necessary documents andconfirmations (including product compliance and registrations) required to facilitate the import and/orexport of Products, including where Amazon has agreed to act as importer and/or exporter.8.Insurance; Direct Import: Vendor will comply with Schedule 1. If the parties agree that Productswill be supplied on a Direct Import basis, Vendor will comply with the terms set out in Schedule 2.9.Confidential Information: Vendor will: (a) protect Amazon’s information that is identified asconfidential or that reasonably should be considered confidential; (b) use this information only to fulfill itsobligations under this Agreement; and (c) return this information to Amazon promptly when thisAgreement terminates. Section 9 covers all confidential information regardless of when Vendor receivesit. Vendor will not: (i) use any trademark, service mark, commercial symbol, or other proprietary right ofany Amazon Party; (ii) issue press releases or other publicity relating to Amazon or this Agreement; or (iii)refer to Amazon in promotional materials.10.Taxes: Vendor may charge and Amazon will pay applicable national, state or local sales or usetaxes or value added taxes that Vendor is legally obligated to charge (“Taxes”), provided that such Taxesare stated on the original invoice that Vendor provides to Amazon (which invoice must be issued within amaximum of two months of the amounts subject to invoice becoming payable by Amazon) and Vendor'sinvoices state such Taxes separately and meet the requirements for a valid tax invoice. Amazon mayprovide Vendor with an exemption certificate or equivalent information acceptable to the relevant taxingauthority, in which case, Vendor will not charge and or collect the Taxes covered by such certificate.Amazon may deduct or withhold any taxes that Amazon may be legally obligated to deduct or withholdfrom any amounts payable to Vendor under this Agreement, and payment to Vendor as reduced by suchdeductions or withholdings will constitute full payment and settlement to Vendor of amounts payableunder this Agreement. Throughout the term of this Agreement, Vendor will provide Amazon with any3
forms, documents, or certifications as may be required for Amazon to satisfy any information reporting orwithholding tax obligations with respect to any payments under this Agreement. Vendor acknowledgesand agrees that Amazon shall be solely responsible for issuing any tax credit note required underapplicable law in connection with this Agreement.11.Miscellaneous:(a)Program Policies and Additional Terms: The parties agree that the Agreement may be validlyconcluded online. Vendor will, and the Products Vendor sells to Amazon will, comply with the terms,conditions, policies, guidelines, rules and other information on this website (“Program Policies”), includingany updates to such Program Policies and any Additional Terms, each of which is incorporated into thisAgreement. To the extent there is a conflict between this Agreement, the Program Policies, any AdditionalTerms or a PO, the conflict will be resolved by giving precedence in the order specified in such documents,or if not specified, the following order: this Agreement, the Program Policies, the applicable AdditionalTerms, and the applicable PO.(b)Forecasts: Amazon’s estimates or forecasts are non-binding.(c)Payments: Amazon shall settle invoices issued by the Vendor against a PO within the paymentperiod agreed by parties. The payment period for such invoices shall commence on the later of: (i) deliveryof all Products provided for in the PO to Amazon; or (ii) receipt of the Vendor’s invoice by Amazon. Amazonmay withhold or setoff any sums Vendor owes to Amazon against sums owed by Amazon to Vendor.Amazon may request from Vendor documents reasonably necessary to enable it to verify payments madein accordance with this Agreement. If Vendor does not provide such documents within a reasonableperiod, Amazon will be free to deduct any outstanding amount from Vendor’s next remittance. If Vendordoes not dispute the amounts paid to it by Amazon (including any withheld or setoff amounts) within 90days after such payment (or any shorter period specified in a Program Policy, relevant Additional Terms,or PO), the payment amount will become final and Vendor may not challenge or otherwise object to suchpayment amount.(d)Entire Agreement: This Agreement forms the entire agreement between Amazon and Vendor forthe purchase and sale of Products and supersedes all prior agreements and discussions relating to thesame. Conflicting provisions, in particular (but not limited to) those contained in Vendor’s general termsand conditions, will only apply if Amazon explicitly agrees to such provisions in writing.(e)Term and termination: The term of this Agreement is for the calendar year in which it is signedby the parties. This Agreement will automatically renew for successive calendar years on the same termsand conditions unless superseded by another written agreement between the parties or unless terminatedby either party giving 60 days’ written notice to the other at any time. Sections 2 to 11 and Schedule 1 willsurvive termination of the Agreement. For the avoidance of doubt, a court order will not be required togive effect to any termination of this Agreement under this section.(f)Assignment: Vendor may not assign its obligations under or otherwise transfer this Agreementwithout prior written consent of Amazon. Any attempt to assign in violation of this section is void in eachinstance. Amazon may assign this Agreement (or any of its rights and obligations under this Agreement orany PO); (a) to any of its Affiliates; or (b) in connection with any merger, consolidation, reorganization, saleof all or substantially all of its assets or any similar transaction.4
(g)Relationship of the Parties: Vendor will perform under this Agreement as an independentcontractor of Amazon, and this Agreement will not be construed to create a partnership, joint venture,agency, employment, or any other relationship between Vendor and Amazon. Vendor will not representitself to be an employee, representative or agent of Amazon. Vendor will have no authority to enter intoany agreement on Amazon’s behalf or in Amazon’s name or otherwise bind Amazon to any agreement orobligation.(h)Data Protection: Amazon may collect and process personal data from Vendor, and/or itsrepresentatives or employees, for the purposes of communicating about, and developing, the mutualbusiness relationship of the parties, complying with legal obligations and generally giving effect to theterms of this Agreement. Any such personal data shall be collected and processed in accordance with theprinciples detailed in Amazon’s privacy policy.(i)Waivers: The exercise of one or more rights or remedies by a party will not preclude it fromexercising any other right or remedy. Either party’s failure to enforce any provision will not be a waiver ofthe party’s rights to subsequently enforce the provision. If any provision is held to be invalid, then thatprovision will be modified to the extent necessary to give effect to the commercial intentions of the partiesand make it enforceable, and any invalidity will not affect the remaining provisions. This Agreement maybe executed in counterparts and exchanged by fax or email.(j)Notices: Amazon may provide any notice to Vendor under this Agreement by: (a) posting a noticeon this website; or (b) sending a message to the email address then associated with Vendor’s account.Notices Amazon provides by posting on this website will be effective upon posting and notices Amazonprovides by email will be effective when Amazon sends the email. Vendor acknowledges and agrees thatit is Vendor’s responsibility to keep Vendor’s email address current, and that Vendor will be deemed tohave received any email sent to the email address then associated with Vendor’s account when Amazonsends the email, whether or not Vendor actually receives the email. Vendor may provide notice to Amazonby registered courier to the mailing address listed below. Amazon may update the address for notices toAmazon by posting a notice on this website. Notices sent by registered courier to Amazon’s mailing addresswill be effective three business days after they are sent.(k)Compliance: Nothing in this Agreement shall, or shall be interpreted or construed to, induce orrequire either party to act in any manner (including taking or failing to take any actions in connection witha transaction) which is inconsistent with or penalized under any U.S. laws, regulations, rules, orrequirements that apply to any party to this Agreement.(l)Governing Law and Jurisdiction: This Agreement and any non-contractual obligations arising outof or in connection with it shall be governed by the laws of the Dubai International Financial Centre(“DIFC”). Any dispute, claim, difference or controversy arising out of, relating to or having any connectionwith this Agreement, including any dispute as to its existence, validity, interpretation, performance, breachor termination or the consequences of its nullity and any dispute relating to any non-contractualobligations arising out of or in connection with it, shall be referred to and finally resolved by arbitrationunder the DIFC-LCIA Arbitration Rules as amended from time to time. The number of arbitrators shall beone, to be appointed in accordance with the DIFC-LCIA Arbitration Rules. The seat or legal place ofarbitration shall be the DIFC. Notwithstanding the foregoing, either Party may seek injunctive relief in anycourt of competent jurisdiction against any matters relating to protection of intellectual property rights orbreach of confidentiality obligations.5
12.Revisions; Continued Use: Amazon reserves the right to change any of the terms of thisAgreement, including the terms of any materials incorporated herein (unless otherwise specified by us insuch materials) at any time and in its sole discretion (a “Change”). Any Change will take effect upon: (a)written notice of the Change being communicated to the Vendor; or (b) the Change being posted on thiswebsite. Vendor is responsible for reviewing any Change and/or other information referred to in the noticeor on this website. VENDOR’S CONTINUED ACCEPTANCE OF POS OR CONTINUED USE OF THIS WEBSITEFOLLOWING A CHANGE WILL CONSTITUTE THE VENDOR’S ACCEPTANCE OF THE CHANGE. IF THE VENDORDOES NOT WISH TO AGREE TO ANY RELEVANT CHANGE, THE VENDOR MUST STOP ACCEPTING POS ANDUSING THIS WEBSITE, AND PROVIDE WRITTEN NOTICE TO AMAZON.13.Effective Date: This Agreement, the Program Policies and any Additional Terms shall apply fromsuch date (the “Effective Date”) as Amazon provides written notice to Vendor (the “CommencementNotice”). Prior to the Effective Date, the terms of Agreement, the Program Policies and any AdditionalTerms shall not apply, and any existing terms and conditions in place between Amazon and Vendor shallcontinue to govern. Upon the issuance of the Commencement Notice, this Agreement, the ProgramPolicies and any Additional Terms shall govern to the exclusion of all previous agreements betweenAmazon and Vendor relating to the purchase and sale of Products, including with respect to any POentered into prior to the Effective Date, and all such agreements shall be deemed to be terminated witheffect from the Effective Date. Notwithstanding the foregoing, this section 13 and sections 2, 3(b), 3(j), 5,6, 9, 11(e) to 11(l) and 12 shall have effect from the date of entry into this Agreement and shall govern inthe event of inconsistency with any existing agreement relating to the purchase and sale of Products.Address for Notices to Amazon:Q Tech General Trading LLCOffice 602, Ibn Battuta GateDubai, United Arab EmiratesFor the attention of: Middle East Legal Director6
SCHEDULE 1INSURANCE1. If Vendor provides Amazon with any Product other than books, music, videos, DVDs, videogames orsoftware, Vendor will obtain and maintain, at Vendor’s expense, commercial general liability insurancecoverage (which must include products liability coverage) of at least AED one million (or its equivalentin US Dollars) per occurrence. This coverage must be maintained for 12 months after the expiration ofthis Agreement.2. Upon request, Vendor will provide a certificate of insurance to Amazon’s Risk Management by emailat coi@amazon.com. Amazon’s approval of Vendor’s insurance does not relieve Vendor of anyobligations, including but not limited to its defence and indemnity obligations, even for claims overVendor’s policy limits. If Vendor fails to perform any of its obligations in this Schedule 1, Amazon maywithhold payment owed to Vendor until Vendor meets these obligations.7
SCHEDULE 2DIRECT IMPORT1. If Vendor has arranged with Amazon to supply Products directly from overseas or from a free tradezone within the United Arab Emirates subject to customs control (“Free Zone”), and such supplyrequires the engagement of international freight forwarding, international transportation, customsbrokerage and/or other services not otherwise required for shipments within the United ArabEmirates (excluding Free Zones), with Amazon having expressly confirmed that Amazon will act as theimporter of record (“Direct Import”), then Vendor will comply with this Schedule; otherwise, thisSchedule will not apply.2. Vendor will deliver the Products in accordance with the relevant Incoterm (as defined by the ICCIncoterms 2010) agreed between the parties in the relevant PO or elsewhere. Vendor will packagethe Products appropriately to ensure they are protected from damage during delivery, handling andstorage and in accordance with directions provided from time to time by Amazon. Vendor will deliverthe Products to the destination specified in the PO during the delivery window specified by Amazonor such earlier date as may be specified by Amazon’s designated freight company (whichever is theearlier). Vendor will be liable for all reasonable costs incurred by Amazon as a result of Vendor failingto meet all packaging and delivery requirements.3. Subject to section 4 of this Schedule 2, unless the parties agree otherwise in writing (including pursuantto any damage allowance agreement):(a)Amazon shall be entitled to:(i)require Vendor to collect and arrange shipment of any Products that Amazon is entitledto return to Vendor pursuant to section 4 of the Agreement (“Returnable Products”) atVendor’s expense; or(ii) elect to arrange shipment of such Returnable Products to Vendor at Vendor’s expense;(b)Vendor shall act as importer of record in the country of destination for any shipment ofReturnable Products (notwithstanding any Incoterm agreed in accordance with this Schedule).Vendor will be liable for all customs clearance requirements including but not limited to thepayment of any import or export duties and taxes in connection with such shipment ofReturnable Products. If Amazon requires that Vendor collects and arranges shipment of anyReturnable Products, Vendor will be liable for costs incurred by Amazon in storing or disposingof such Returnable Products to the extent that Vendor fails to collect them within the agreedtimeframes or any timeframes otherwise set out in the Program Policies; and(c)notwithstanding paragraphs (a) and (b) above, without prejudice to Amazon’s right to receiverefunds for Returnable Products, Vendor acknowledges that Amazon shall not be obliged toreturn to Vendor (in whole or in part) any Returnable Products, and may elect to dispose ofsuch Products at its discretion and at Vendor’s expense.4. The provisions of this Schedule will supersede any inconsistent provisions of the Agreement. Sections2, 3 and this section 4 of this Schedule 2 will survive termination of the Agreement.8
1 VENDOR TERMS AND CONDITIONS 1. Purchase Orders; Pricing and Taxes: These terms and conditions govern Amazon’s purchase of Products from Vendor. “Amazon” is Q Tech General Trading LLC, a limited liability company incorporated under the laws of the Emirate of Dubai, United Arab Emirates (“UAE
