1. by way of credit card online payment using any of the following credit cards:

 

    1. The payments of invoices shall be made prior to any delivery of the goods and shall be completed by following the instructions in the Order.
    2. If the Customer fails to make any payment due to the Supplier under this Contract by the due date for payment pursuant to clause 9.4, then, without limiting the Supplier's remedies under clause 12 the Supplier shall not be obliged to, deliver and may suspend deliveries of Goods until payment has been made in full.
    3. The Customer shall pay all amounts due under this Contract in full without set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law).
    4. In the circumstances of sales of Goods to other businesses, the Supplier may at any time, without limiting any of its other rights or remedies, set off any amount owing to it against any amount payable by the Supplier to the Customer.
  1. Limitation of liability
    1. Nothing in this Contract shall limit or exclude the Supplier's liability for death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors or by a failure to comply with any of the Mandatory Policies (as applicable).
    2. Subject to clause 10.1:
      1. the Supplier shall not be liable to the Customer, for any loss of profit, or any indirect or consequential loss arising under or in connection with this Contract; and
      2. the Supplier's total liability to the Customer for all other losses arising under or in connection with this Contract, shall be limited to the Price in respect of the specific Goods which are the subject of the Order in respect of which such liability arises.
  2. Compliance with relevant laws and policies
    1. In performing its obligations under this Contract, the Supplier shall:
      1. comply with all applicable Laws; and
      2. comply with the Mandatory Policies

provided that the Supplier shall not be liable under this Contract if, as a result of such compliance, it is in breach of any of its obligations under this Contract.

    1. The Customer may immediately terminate this Contract for any breach of this clause 11 by the Supplier.
  1. Termination
    1. The following shall apply as applicable as between the Parties:
      1. Without limiting its other rights or remedies, either Party may terminate this Contract with immediate effect by giving written email notice to the other Party if:
        1. the other Party commits a material breach of any term of this Contract and (if such a breach is remediable) fails to remedy that breach within [NUMBER] days of that Party being notified in writing to do so;
        2. the other Party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or in connection with any analogous procedure;
        3. the other Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
        4. the other Party's financial position deteriorates to such an extent that in the terminating Party's opinion the other Party's capability to adequately fulfill its obligations under this Contract has been placed in jeopardy.

 

    1. Without limiting its other rights or remedies, the Supplier may terminate this Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under this Contract on the due date for payment and remains in default not less than 5 Business Days after being notified in writing to make such payment or its credit card payment is rejected by the Supplier's bank.
    2. Termination of this Contract shall not affect any of the parties' rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Contract which existed at or before the date of termination.
    3. Any provision of this Contract that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.
  1. General
    1. Force majeure
      1. Neither Party shall be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event.
      2. If the period of delay or non-performance continues for [NUMBER] [weeks OR months], the Party not affected may terminate this Contract by giving [NUMBER] [days'] written notice to the affected Party.
    2. Assignment and other dealings
      1. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under this Contract without the prior written consent of the Supplier.
      2. The Supplier may at any time assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights under this Contract.
    3. Confidentiality
      1. Subject always to the Privacy Policy:
        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 or of any member of the Group to which the other Party belongs, except as permitted by clause 13.3.1(b). [For the purposes of this clause, Group means, in relation to a party, that party, any subsidiary or holding company from time to time of that party, and any subsidiary from time to time of a holding company of that party.
        2. Each Party may disclose the other Party's confidential information:
          1. 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 this Contract and 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 13.3; and
          2. as may be required by Law, a court of competent jurisdiction or any governmental or regulatory authority.
        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 this Contract and always in accordance with the Privacy Policy.
    4. Entire agreement
      1. This Contract constitutes the entire agreement between the Parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each Party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this Contract.
      3. Each Party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this Contract.
    5. Variation

No variation of this Contract shall be effective unless it is in writing and signed by the Parties (or their authorized representatives).

    1. Waiver
      1. A waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default.
      2. A delay or failure to  exercise, or the single or partial exercise of, any right or remedy shall not:
        1. waive that or any other right or remedy; nor
        2. prevent or restrict the further exercise of that or any other right or remedy.
    2. Severance
      1. If any provision or part-provision of this 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.
      2. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted.
      3. 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 this Contract.
    3. Notices
      1. Any notice or other communication given to the Supplier under or in connection with this Contract shall be in writing, addressed to that Party at its email address as below:

 

      1. Any notice to the Customer shall be sent by way of email to the Customer's email address as per the Order.
    1. Third party rights

No one other than a Party to this Contract shall have any right to enforce any of its terms.

    1. Governing law

This 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 Law.

    1. Jurisdiction

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

This Contract has been entered into on the date stated at the beginning of it.