TERMS AND CONDITIONS – SALES

The following Terms and Conditions (these “Termsand Conditions”) are applicable to the sale of hardware, data, software and services (“Products”) by Al Baqer Security Services LLC (Also referred in these terms in Terms and Conditions as AL BAQER or“Seller”) to any purchaser thereof (“You” or “Buyer”). These Terms and Conditions together with the Seller’squotation, Acknowledgement, terms incorporated into this Agreement by reference in these Terms and Conditions,and the price, quantity and delivery terms contained in Buyer’s purchase order constitutes the entire andexclusive agreement between Seller and Buyer (collectively, this “Agreement”). “Affiliates” means, with respectto either Party, any other entity directly or indirectly controlling, controlled by, or under common controlwith such Party. “Acknowledgement” means the sales order confirmation or order acknowledgement issued by AL BAQER to You which confirms the Products ordered, pricing and other relevant terms of the transaction.

  1. INTERNAL OR OTHER USE.

Buyerrepresents and warrants that it intends to use the Products for its internal use and is not purchasing the Products with the intent to resell or distribute the Products, unless authorized by Seller in the Acknowledgement.

  1. CONTROLLING TERMS.

If the parties have in effect a formal written agreement executed by duly authorized representatives of both parties related to the sale of Products by AL BAQER to You (a “Formal Agreement”), andthere is a conflict among the terms of the Formal Agreement, theseTerms and Conditions and this Agreement, the terms of the FormalAgreement will be first in order of precedence, and will prevail overthese Terms and Conditions, and all of the foregoing will prevailover any other terms of this Agreement. . Except as provided in thepreceding sentence, this Agreement shall govern the sale of theProducts to Buyer. If Buyer submits any other document that containsterms and conditions which are inconsistent with or in addition tothis Agreement, then any such term or condition shall not alter thisAgreement unless duly executed by an authorized executive of Seller.The sale of Products is expressly conditioned upon Buyer’sacceptance of this Agreement.

  1. PURCHASE PRICE, TAXES, PAYMENT AND CREDIT.

Exceptas otherwise stated in the Acknowledgement, prices are stated inUnited Arab Emirates (“UAE”) dirhams. The purchase price includesthe costs of standard packaging of the Products and includestransportation and custom duties; but excludes: (a) Insurance or anyother costs or fees that may apply to the sale and delivery of theProducts; and (b) any federal, state, municipal or other governmentaltax applicable to the sale of the Products to Buyer, if any. All suchtaxes shall be in addition to the purchase price and be paid by Buyerunless otherwise agreed to or required by law. (c) The cost does notinclude unless specified any services including and not limited toinstallation, testing or configuring of products.

  1. INSTALLATION AND MAINTENANCE

Unlessspecified explicitly any purchase of Products does not includeinstallation,

  1. COMPLIANCE WITH SECURITY AUTHORITY

  1. COMPLIANCE.

IfBuyer’s trade license has activities that requires additionalclearances from Security Industry Regulatory Agency (SIRA), AL BAQER and its affiliates will try their reasonable best to complywith SIRA regulation and as applicable laws of Dubai emirate duringthe execution of services Products to the Buyer. Which includes arenot limited to installing VideoGuard/eGuard and Dubai Police/SIRAconnectivity and issuing AMC. Any additional Products, Services orChargers required after the auditing/inspection by regulatoryauthorities is subjected to requote.

  1. LIABILITY

Buyershould inform AL BAQER or its affiliates any and allinformation that is required by Security Authorities in order tocomply with Emirate and Federal law of the UAE. AL BAQER isnot liable if the Buyer provides incorrect information or doesn’tdisclose any information that may result in non-compliance withSecurity Authorities.

  1. CERTIFICATION & APPROVALS

Anycertification required from the Security Authorities, is subjected toclearances from the government authorities, AL BAQER and itsaffiliates are not liable if clearances are not approved by theauthorities for reasons beyond the control of AL BAQER and itsaffiliates, reasonable efforts from AL BAQER and itsaffiliates, and in some cases includes auditing and inspection ofBuyers business premises, Buyer will coordinate with AL BAQERor its affiliates in regards to proving access to AL BAQER andsecurity authorities for auditing/inspection.

D. ANNUAL MAINTENANCE CONTRACT.

Buyerwould be issued with an Annual Maintenance Contract (AMC) as requiredby regulatory agencies or on purchase/installation VideoGuard/eGuardon upon transfer of AMC from other Security Service Provider (SSP) bythe Seller or one of its affiliates, the Terms and Conditions of AMCwould be issued separately, and doesn’t override terms andconditions under this Agreement, Terms and Conditions of AMC isconsidered an addition to this Agreement. In case of a contradiction,the terms of AMC would take precedence. AMC is issued for a periodof one Gregorian calendar year, and is renewable after each year. AMCis considered auto renewed unless the Buyer notifies AL BAQERin writing at least 60 days before date of expiry, of its intentionsnot to renew AMC with AL BAQER.

  1. PAYMENT TERMS

Anypayment paid (including advance payment) against the invoice isconsidered acceptance of the terms and conditions and this Agreement.Buyer acknowledges and agrees that the full purchase price for theProducts shall be due and payable thirty (30) days after receipt ofinvoice unless AL BAQER grants extension to the payment termsin writing. The delivery of the Product is subjected to any advancepayment mentioned in Invoice/Quotation. All past due payments bearfive percent (5%) per month or the maximum allowed by law, whicheveris less, on the unpaid balance. If Buyer fails to timely pay thepurchase price for any Products, or fails to perform any other ofBuyer’s obligations hereunder, Seller may, at its option, deferfurther shipments, revise its terms of payment, cancel the unshippedbalance of the Agreement, and/or pursue any other remedy set forth inthis Agreement or provided under law.

  1. DELIVERY.

Exceptas otherwise stated in the Acknowledgement, all Products are shippedwithin the United Arab Emirates and within Dubai Emirate. Delivery toany other emirate within the UAE would attract additional charges, asspecified in the Agreement. Delivery shall occur, risk of loss shallpass, and title (to the extent applicable) shall transfer to Buyerupon delivery of Products at the named place (“Delivery”). AllDelivery dates contained in the Acknowledgement are estimates andSeller has no liability for any delay in Delivery.

  1. LIMITED WARRANTY, EXCLUSIONS AND DISCLAIMERS.

Unlesssuperseded by individual Product warranty terms are transferred toManufacturer warranty terms after delivery/installation of theproducts. The Seller will conform in all material respects to itsspecifications at the time of sale and be free from material defectsin accordance with the specifications until the Products aredelivered/installed. Buyer agrees that Specifications and otherwarranty would be transferred to Manufacturer warranty terms, unlessotherwise required by local law without the possibility ofcontractual waiver or limitation. Buyer is responsible for theresults obtained from the use of the Product, Buyer is responsible toconnect with the manufacturer for any repair/replacement of theproduct within its foregoing, and expenses derived from anymanufacturer defects would be borne by the Buyer. B. WarrantyExclusions and Disclaimers. SELLER MAKES NO EXPRESS OR IMPLIEDWARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE (EVEN IF BUYER HASNOTIFIED SELLER OF ITS INTENDED USE FOR THE PRODUCTS) OR NON-INFRINGEMENT. SELLER FURTHER EXPRESSLY DISCLAIMS ANY WARRANTY OF THEPRODUCTS WHERE THE ALLEGED NONCONFORMITY IS DUE TO NORMAL WEAR ANDTEAR, ALTERATION, MODIFICATION, REPAIR, BURNOUT, ATTEMPTED REPAIR,IMPROPER USE OR STORAGE, IMPROPER MAINTENANCE, NEGLECT, ABUSE,FAILURE TO FOLLOW ANY PRODUCT INSTRUCTIONS, DAMAGE (WHETHER CAUSED BYACCIDENT OR OTHERWISE), VARIABLES OUTSIDE THE CONTROL OF AL BAQER,OR ANY OTHER IMPROPER CARE OR HANDING OF THE PRODUCTS CAUSED BYANYONE OTHER THAN SELLER. “Variables” include operator skills andenvironmental and climatic conditions.

  1. PRODUCT RETURNS.

Productsshall not be returned to Seller without Seller’s written consent.Buyer will pay the cost of sending Products to AL BAQER inconnection with returns warranty claims, if prior consent is takenfrom Seller. All materials, replacements, and services provided inconnection with Product returns shall be governed by the terms ofthis Agreement.

  1. INTELLECTUAL PROPERTY.

Exceptfor the right to use the purchased Products for their intendedpurpose and to resell the Products as described in Section 1, thesale of Products by Seller does not convey to Buyer or any otherthird party any license, implied or otherwise, under any IntellectualProperty. Buyer acknowledges and agrees to Product Manufacturer’sTerms and Conditions and License Agreement.

  1. CONFIDENTIAL INFORMATION.

“ConfidentialInformation” of AL BAQER means any and all confidentialinformation, including third party confidential information,disclosed by AL BAQER and/or any of its Affiliates(“Disclosing Party”) to the Buyer (“Recipient”) during theterm of this Agreement, which, (i) if provided in tangible format, islabelled at the time of such disclosure as “confidential” orbearing a similar legend, (ii) if provided in oral or intangibleformat, is identified as confidential at the time of disclosure, or(iii) the Recipient should reasonably understand to be confidentialbased on the nature or circumstances of the disclosure, includingProduct pricing, non-public technical information and Products.

  1. COMPLIANCE WITH LAWS

A. General Obligations.

Buyerwill comply, and will cause its directors, officers and employees(and any third-parties whose services are employed in furtherance ofthis Agreement) to comply with all laws, regulations and executiveorders of the UAE and all other countries applicable to itsperformance of this Agreement, including in connection with the sale,resale, delivery, or re-delivery of the Products and informationhereunder. AL BAQER will make all reasonable efforts to obtainSecurity Industry and Regulatory Agency (SIRA) authorizations inorder to fulfil its obligations under this Agreement, but shall notbe liable if any authorization is delayed, denied, revoked,restricted or not renewed despite reasonable efforts by AL BAQER.Additionally, such delay, denial, revocation or non- renewal shallnot constitute a breach of this Agreement. AL BAQER shall haveno obligation to deliver any Products or information to Buyer underthis Agreement, except as permitted under Laws. AL BAQERreserves the right, in its sole discretion, to decline or to cancelthe unshipped balance of any or all orders for any reason, includingif appropriate authorization is not obtained from any governmentauthority, or for any violation or suspected violation of the termsof this Agreement or the Laws, or if the Buyer or any of itsaffiliates participate in any activity considered immoral underIslamic jurisprudence. AL BAQER shall have no liability toBuyer in any way for any such cancellations. Buyer will promptlynotify AL BAQER of any actual or suspected violation ofapplicable Laws related to the sale of Products.

B. Anti-bribery.

Buyeragrees that neither it, nor any of its employees will, directly orindirectly, pay or offer to pay money or give anything of value toany government official or any employees of AL BAQER in orderto influence any action or decision for the purpose of obtaining orretaining business or securing any competitive advantage.

C. Recordkeeping.

Buyershall maintain all records evidencing its compliance with thisSection 9 for the period required by the Laws and shall make suchrecords available for inspection by FLIR upon request.

  1. CANCELLATION

Sellerreserves the right, in its sole discretion, to decline or to cancelany order for any reason, including if appropriate authorization isnot obtained from any governments exercising authority, and AL BAQER shall have no liability to Buyer in any way for any suchcancellations. Buyer may cancel an order prior to Seller’sAcknowledgement of the order, but cannot cancel an order followingSeller’s Acknowledgement unless express written consent to suchcancellation is provided by Seller. Orders cancelled by Buyer may besubject to a restocking fee up to 25% and any applicable material,labour, service, or other costs and fees, at Seller’s solediscretion.

  1. LIMITATION OF LIABILITY

A. Limitation of Liability.

Regardlessof the basis on which Buyer is entitled to claim damages from AL BAQER, including fundamental breach, negligence,misrepresentation, or other contract or tort claim, AL BAQER’sentire liability for all claims in the aggregate arising from orrelated to each Product purchased by Buyer, or otherwise arising,under this Agreement will not exceed the amount of actual directdamages up to the total amounts paid by Buyer to AL BAQER forthe Product that is the subject of the claim. This limit also appliesto AL BAQER, all AL BAQER’s Affiliates and suppliersand is the maximum for which AL BAQER, its Affiliates andsuppliers are collectively responsible. UNDER NO CIRCUMSTANCES SHALLAL BAQER, ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY OF THEFOLLOWING, EVEN IF INFORMED OF THEIR POSSIBILITY: DAMAGES CLAIMS BYANY THIRD PARTY, WHETHER OR NOT THE CLAIMS ARE BASED IN CONTRACT,TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY) OR OTHERWISE; LOSSOF, OR DAMAGE TO, DATA; SPECIAL, INCIDENTAL, CONSEQUENTIAL,EXEMPLARY, PUNITIVE OR INDIRECT DAMAGES, OR FOR ANY ECONOMICCONSEQUENTIAL DAMAGES; OR LOST PROFITS, BUSINESS, REVENUE, GOODWILL,OR ANTICIPATED SAVINGS.

B. Other Limits.

Thelimitations and exclusions in this Section 11 apply to the fullextent they are not prohibited by applicable law without thepossibility of contractual waiver. Nothing in this Agreement affectsany statutory rights of consumers that cannot be waived or limited bycontract. Unless otherwise required by applicable law without thepossibility of contractual waiver or limitation, Buyer shall notbring a legal action, regardless of form, for any claim arising outof or related to this Agreement more than one year after the cause ofaction arose; and, upon the expiration of such time limit, any suchclaim and all respective rights related to the claim lapse. Buyeracknowledges and agrees that Seller has set its prices and enteredinto this Agreement in reliance upon the disclaimers of warranty andthe limitations of liability set forth herein, that the same reflectan allocation of risk between the parties (including the risk that acontract remedy may fail of its essential purpose and causeconsequential loss), and that the same form an essential basis of thebargain between the parties.

  1. GENERAL PROVISIONS.

14.1. Contact information

Buyerauthorizes AL BAQER and its Affiliates (and their successorsand assigns, contractors and business partners) to store and useBuyer’s contact information in connection with AL BAQER’ssale, support and servicing of the Products, and for other lawfulpurposes.

14.2. Governing Law

ThisAgreement and any action related thereto will be governed,controlled, interpreted, and defined by and under the laws of thejurisdiction indicated below (the “Jurisdiction”), without givingeffect to any conflicts of laws principles that require theapplication of the law of a different jurisdiction, and the partiesirrevocably submit to the jurisdiction of those courts. The partiesagree that venue in any action arising under this Agreement shall beexclusively in local or federal courts located in the Jurisdictionindicated below. The rights and obligations of the parties to thisAgreement will not be governed by the provisions of the UnitedNations Convention on Contracts for the International Sale of Goods,1980

14.3 Force Majeure

“ForceMajeure” means natural disasters or “acts of God,” such aslightening, tornadoes, hurricanes, tsunamis, floods and earthquakes;manmade disasters, such as plant fires or floods, war, riots, civilunrest, acts of terrorism, labour disputes or strikes; governmentembargos or other government actions affecting the supply chain,including power outages or transportation issues; epidemics andquarantines; and any other circumstance beyond the control of theParties. Seller will not be liable to Buyer if its performance isdelayed by the occurrence of a Force Majeure. In the event of delayin performance due to a Force Majeure, the date of delivery or timefor completion will be extended at least by the length of time lostdue to such delay.

14.4. Severability

Ifany provision of this Agreement is, for any reason, held to beinvalid, illegal or unenforceable, the other provisions of thisAgreement will be unimpaired, and the invalid or unenforceableprovision will be deemed modified so that it is valid and enforceableto the maximum extent permitted by law.

14.5. Sale or Assignment

Buyerwill not assign or transfer this Agreement without the prior writtenconsent of AL BAQER and any attempted assignment or transfer inviolation of the foregoing will be null and void. Notwithstanding theforegoing, Buyer may sell or transfer any Product to any third party(a “Transferee”) as contemplated in the Acknowledgement, providedsuch transfer or assignment otherwise complies with the requirementsof this Agreement, and the Transferee agrees to be bound by therestrictions contained in this Agreement. The Transferee shall nothave any rights under this Agreement and shall not be a third-partybeneficiary for any purpose.

14.6. Entire Agreement

ThisAgreement is the final, complete and exclusive agreement of theparties with respect to the subject matters hereof and supersedes andmerges all prior discussions between the parties with respect to suchmatters. No modification of or amendment to this Agreement, or anywaiver of any rights under this Agreement, will be effective unlessin writing and signed by the Seller.