1. DEFINITION:
In these General Terms of Sale, “Company” means iSTYLE Computers LLC, “Customer” means the person, firm or company buying Products from the Company. “Products” means the products to be supplied by the Company and purchased by the Customer as set forth in the Order. “Order” means the purchase order for the Products that is issued in writing by the Customer to the Company in accordance with Article 3. “Territory” means United Arab Emirates.

2. SCOPE
Any Order placed implies the full and unconditional acceptance of these General Terms of Sale. Subject to the terms of any distribution agreement and/or agreement on commercial terms entered into between the Company and the Customer, only these General Terms of Sales will govern the supply of Products by the Company to the Customer, notwithstanding that the Customer may issue a standard form of purchase order or other document which includes terms other than those herein. In the event of any conflict or inconsistency between the General Terms of Sale herein and the terms and conditions contained in Customer’s order or in any other form issued by Customer, whether or not any such form has been acknowledged or accepted by the Company, the General Terms of Sale herein shall prevail. No variation of these General Terms of Sale will be valid unless accepted in advance in writing by the Company. These General Terms of Sale cancels and supersede all previous versions of general terms of sale and may be modified by the Company at any time subject to a ten (10) day prior notice. In case of discrepancy between any provision of the General Terms of Sale and any specific agreement between the Customer and the Company, the latter shall prevail.
Any Order shall be subject to the Apple Terms and Conditions of Sale referred to on the following link: https://store.apple.com/Catalog/irl/Images/salespolicies_institution.html unless referred to otherwise herein. Any reference to Apple in the Apple Terms and Conditions of Sale shall be deemed to refer to Apple and/or the Company.

3. ORDERS
All Orders must be made in writing and are subject to acceptance by the Company in its sole and absolute discretion.
The Company reserves the right to:

• Reject some Orders for any reason whatsoever.
• Withdraw some Products of the Order through a “Failure to comply” e-mail in case of discrepancy in the availability of the Product. The Company disclaims any and all liability for such withdrawal.

In case an Order including one or several withdrawn Products is placed, the Company will advise the Customer as soon as reasonably possible. When an Order is unexpectedly increased compared to the Orders usually placed by the Customer, the Company reserves the right to refuse to deliver whole or part of the Order and the Company will advise the Customer as soon as possible.
The Customer agrees to provide all information reasonably requested by the Company from time to time for processing the Orders. Information will be provided promptly upon request.
The Company shall not be liable for any loss directly or indirectly caused by or arising out of any refusal, suspension or cancellation of any Order by the Company, regardless of whether it was accepted or not.
Orders accepted by the Company are not subject to changes or cancellation by the Customer, except with Company’s written consent. In such cases where the Company authorizes changes to the Order or cancellation of Order, the Company reserves the right to charge the Customer the expenses incurred in order to fulfil the changed/cancelled order.

4. DELIVERY
Delivery terms are as per the modalities mentioned on the invoice which is agreed by the Customer and approved in advance by the Company, and may vary between three (3) to five (5) working days as of the date of processing of the Order, provided that the stock is available. Customized Products are delivered within a period that can extend up to five (5) weeks and cannot be cancelled once confirmed by the Company. Delivery schedules quoted to the Customer are guidelines only and are based on prevailing market conditions applicable respectively at the time of the Company’s acceptance of the Order. Delays shall not entitle the Customer to cancel the sale, refuse the Products or claim damages.
The Company will only deliver Products which are in full compliance with the terms and conditions agreed upon with the Customer. Upon delivery of the Products, the Customer shall inspect the Products and note any discrepancy, visible defect and/or damage in the deliveries on the delivery notice or the carrier’s form in the presence of the carrier. For defects no visible upon delivery, the Customer shall notify the Company in writing of such discrepancy, visible defect and/or damage in the deliveries within forty-eight (48) hours upon receipt of the Products. After forty-eight (48) hours, the Customer will be deemed to have accepted the Products and the Company shall have no obligation to accept any claim in relation with the said Products. In case such discrepancy, defect or damage is properly notified and evidenced by the Customer and acknowledged by the Company, the Company shall at its sole discretion either replace the miscounted, defective and/or damaged Products at its expense or issue a credit note in favour of the Customer for the amount of the missing, defective and/or damaged Products.

5. RETURNS AND CANCELLATION
Products may be returned to the Company within fourteen (14) calendar days from the date of receipt of the Products if Company agrees on such return at its sole discretion and provided that the box containing the Product is unopened and that the Product is not a customized Product, in which case it cannot be returned. In all cases, only Products in saleable condition and as long as they are in their original condition and packaging may be returned. The value of the Products returned is defined based on the original invoices. Notwithstanding what has preceded, the Company reserves the right to adjust the amount of any credit granted to the Customer for the return of Products taking into account the Products’ condition when received by the Company. Credit for returned Products will be issued to Customer only when such Products are returned by Customer and not by any subsequent owner of the Products. Refund of the returned Product will occur within thirty (30) calendar days from the date of return of the credit note.

6. PAYMENT
Unless agreed otherwise, the invoices are to be paid by Cash deposit, Cash on Delivery, bank transfer and online credit card payment, namely Visa, MasterCard credit or debit card to the Company instantly upon purchase of the Product. Payment is considered settled when funds are placed at the disposal of the Company.
Customized Products are subject to a deposit payment that is not refundable in the event of breach of the present General Terms of Sale.
Customer can also enjoy a credit limit of up to thirty (30) days, subject to approval upon examination of financial documents that include two years of audited financials and a 6 month’ bank statement. The Company may terminate the credit limit at its own discretion without any prior notice.
The Company may request at any time from the Customer a bank guarantee or another guarantee of payment satisfactory to the Company payable at the Company’s first written demand and issued by a bank acceptable to the Company. The guarantee shall cover all Company’s receivables from the Customer and the Company shall release the guarantee against full payment by the Customer. Payment shall be made without deduction and shall not be withheld or deferred on account of any claim, counterclaim or set-off. In the case where, for any reason whatsoever, the guarantee of payment cannot be granted, the Company reserves the right to modify, after informing the Customer, the conditions granted to him by opting for prepayment. Any invoice which is not paid at the due date for payment shall automatically bear interest at a rate equal to 12-month LIBOR +5.0% with a minimum of 9% per annum compounded annually. If the Customer defaults in paying one invoice in due course, all the Customer’s debts to the Company shall become immediately and de jure payable, without previous notice, even if they were not yet to be paid.
The Company will have the right to:

• suspend further deliveries or, if necessary, to claim their prepayment; and/or
• retrieve all Products from the Customer’s POS and warehouses and to immediately terminate any previous agreement with the Customer. When outstanding monies due and owing to the Company have to be recovered from Customer then all costs and expenses legal or otherwise connected with

such recovery and/or the enforcement and execution of all rights of the Company under these conditions and judgment obtained shall be borne by the Customer on an indemnity basis and the Customer hereby agrees to indemnify the Company for such costs and expenses legal or otherwise.

7. RETURNS AND CANCELLATION
If the Customer defaults or commits a breach of these General Terms of Sale or of any other of its obligations to the Company or if the Customer has a receiver or administrative receiver appointed or passes a resolution for winding up (otherwise than for the purpose of a bona fide scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect or if the Customer becomes subject to an administration order or enters into any voluntary arrangement with its creditors or otherwise becomes insolvent or ceases or threaten to cease to carry on business, the Company may cancel, suspend or terminate any Order or agreement and/or decline to make further deliveries and/or have access to the Customer’s premises for the protection and/or removal of any Products in which property shall not have passed from the Company to the Customer.

8. WARRANTY
iSTYLE follows Apple warranty terms and conditions. Damaged on Arrival (“DOA”) can be claimed only within twenty-four (24) hours of delivery, subject to Apple written approval. Return merchandise authorization (“RMA”) will be serviced in Apple authorised service provider.
Defective products shall be subject to Apple Warranty terms & conditions as referred on the following link: https://www.apple.com/legal/warranty/

9. CONFIDENTIALITY
The Customer and all its employees, agents and representatives shall keep all information related to the Company, including information about Products, Company strategy, promotions and trade terms strictly confidential.

10. INTELLECTUAL PROPERTY
The General Terms of Sale shall not be construed as transferring to or conferring upon the Customer any title to trademarks, patterns, distinctive signs and presentations, any copyright and more generally any intellectual property right, whether registered or not, as used or owned by the Company for its Products and advertising materials.

11. GOVERNING LAW – JURISDICTION
These General terms of Sale are governed by the laws of the Territory and any dispute arising out of the interpretation or execution of these general terms of sales between the Company and the Customer shall be resolved by the competent courts of the Territory.

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