Version 1.0 | PROTEGO Middle East FZE | JAFZA | UAE Effective: 01.08.2025

1. Scope and Applicability

1.1 These General Terms and Conditions of Sale ("GTCS") shall apply to all quotations, offers, order confirmations, deliveries and services provided by PROTEGO Middle East FZE ("Seller") to its customers ("Buyer").
Any deviating terms and conditions of the Buyer shall only apply if expressly accepted in writing by the Seller. General purchasing conditions of the Buyer are hereby expressly rejected, even if not specifically contradicted in individual cases.
If the Seller’s written offer contains specific commercial or technical terms, and these are confirmed by the Buyer through a purchase order, such terms shall prevail over these GTC.

1.2 Assignment Restrictions: The Buyer may not assign any rights or claims arising from this agreement without Seller's prior written consent. This restriction shall not apply to security assignments in favor of UAE-licensed financial institutions, provided that: (i) The assigning party remains fully liable for all obligations (ii) PROTEGO Middle East receives written notification at least 15 business days prior to assignment

1.3 These GTCS shall apply in the latest version made available to the Buyer prior to or upon conclusion of the contract.

2. Governing Law and Jurisdiction

2.1 These GTCS and any related sale contract shall be governed by the laws of the United Arab Emirates, as applied in the Jebel Ali Free Zone (JAFZA), excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG).

2.2 The exclusive place of jurisdiction for all disputes shall be the courts of Dubai, UAE.

2.3 In case of discrepancies between translations, the English version shall prevail. However, Arabic versions may be submitted for compliance with UAE government tenders.

3. Contract Formation

3.1 Offers made by the Seller are non-binding unless explicitly designated as binding.

3.2 A contract shall be deemed concluded only upon the Seller's written order confirmation. Verbal agreements shall only be valid if confirmed in writing by the Seller.

3.3 Any apparent clerical or computational errors in offers or confirmations may be corrected by the Seller without liability.

4. Prices and Payment Terms

4.1 All prices are net and quoted in AED, EUR, or USD, as specified in the Seller’s written quotation or order confirmation. Prices are exclusive of any applicable value-added tax (VAT), customs duties, or other governmental charges, which shall be borne by the Buyer unless expressly agreed otherwise. Unless explicitly stated in the Seller’s offer and confirmed by the Buyer’s purchase order, all prices are based on EXW (Ex Works) JAFZA Warehouse, Dubai, United Arab Emirates, in accordance with INCOTERMS® 2020. If the Seller’s written offer specifies alternative delivery terms or pricing structures and these are accepted by the Buyer through a corresponding purchase order, such terms shall prevail over this clause.

4.2 Unless otherwise agreed in writing, payment shall be made in accordance with the following structure:
-For orders below AED 100,000 or 25,000 USD/EUR: 100% advance payment prior to order processing.
-For orders between AED 100,000 or 25,000 USD/EUR and AED 2,000,000 or 500,000 USD/EUR: 50% advance payment, 50% shipment readiness or FAT (Factory Acceptance Test), Payment to be released upon notification of completion of work. No credit terms accepted.
Clarification of “Completion of Work” for Payment Purposes:
For the avoidance of doubt, “completion of work” shall mean that the goods have successfully passed the Factory Acceptance Test (FAT), are fully packed, and are ready for shipment as confirmed in writing by the Seller, accompanied by relevant supporting documents (including FAT reports, packing lists, and photos upon request). Payment shall be due upon the Seller’s written notification of readiness for shipment and submission of these documents. The Buyer shall not unreasonably withhold or delay payment once such documentation is provided.
For orders exceeding AED 2,000,000 or USD 500,000: milestone-based payments or an irrevocable, transferable, and confirmed letter of credit (LC) issued by a UAE Tier 1 bank or an internationally recognized financial institution acceptable to the Seller. Bank charges to be borne by Buyer.

4.3 For milestone-based payments under LC, unless otherwise agreed, the following schedule shall apply:
-30% upon contract signature and LC issuance,
-30% upon successful FAT or shipment readiness,
-40% upon delivery to the agreed site or port of entry.

4.4 Late payments shall accrue interest at a rate of 8% per annum, plus a contractual penalty of 2% per month on the overdue amount. The Buyer shall bear all transfer fees, banking charges, and taxes incurred outside the UAE. The Buyer is not entitled to withhold payments or offset claims unless such claims are undisputed or have been confirmed by a final and binding court or arbitral decision.

4.5 In case of deviation from the above payment structures, the payment terms stated in the Seller’s written offer shall prevail, provided they are confirmed by the Buyer’s purchase order.

5. Delivery and Risk Transfer

5.1 Unless otherwise agreed, delivery shall be "EXW – JAFZA warehouse" (Incoterms 2020).

5.2 Risk shall pass to the Buyer upon handover to the carrier. Delays in shipment not caused by the Seller shall not affect the risk transfer.

5.3 Delivery dates are estimates and not binding unless expressly confirmed. Penalties for late delivery require prior written agreement.

5.4 Partial deliveries shall be permitted.

5.5 Under EXW (Ex Works) terms, the Buyer shall be responsible for loading the goods onto the collecting vehicle and for arranging all export formalities, including customs clearance and documentation. Risk transfers to the Buyer once the goods are made available at the Seller’s premises, prior to loading. If the Seller assists with loading or export documentation, such assistance shall be at the Buyer’s risk and expense and shall not alter the risk transfer point unless otherwise agreed in writing.

5.6 Storage Fees in Case of Non-Collection
5.6.1 If the Buyer fails to collect or accept delivery of the goods within 10 business days after the agreed delivery date or notification of readiness for shipment, the Seller shall be entitled to store the goods at the Buyer’s risk and expense.
5.6.2 The Seller may charge storage fees amounting to 0.1% of the total order value per calendar day, starting from the 11th business day after the notification of readiness, with a maximum of 5% of the total order value, unless the Buyer can prove lower actual damages.
5.6.3 The Seller may also, at its discretion and after providing 15 calendar days’ written notice, dispose of the goods at the Buyer’s cost if the Buyer fails to collect the goods within 60 calendar days after notification of readiness, without prejudice to the Seller’s rights to claim any further damages.
5.6.4 Risk of loss or damage shall remain with the Buyer during the storage period, and the Seller’s liability shall be limited to gross negligence or willful misconduct.

6. Retention of Title

6.1 The delivered goods remain the property of the Seller until full payment has been received.

6.2 Buyer grants Seller a registered security interest over installed equipment under UAE Federal Law No. 20 of 2016

6.3 The Buyer shall not pledge or transfer the goods as collateral until title has passed. In case of resale, the Buyer hereby assigns all resulting claims to the Seller.

7. Warranty Provisions

7.1 Warranty Periods:
Product Category    Standard Warranty    Hidden Defects Notification
All PROTEGO Products    12 months from delivery    7 calendar days from discovery

7.2 Scope, Limitations and Exclusions of Warranty
The Seller warrants that the delivered goods are free from material defects in design, workmanship, and materials under normal use and service conditions, for the duration specified in Clause 7.1. In the event of a justified warranty claim, the Seller shall, at its sole discretion, either repair the defective goods, replace them with equivalent items, or issue a credit note. Any further claims, including for damages, are excluded unless mandatory under applicable law.
The Buyer shall notify the Seller in writing of any alleged defect without undue delay and shall provide reasonable evidence, including photographs, test results, or operating data, to substantiate the claim. The Seller shall be granted the opportunity to inspect and verify the defect prior to any remedial action. Unauthorized repair, modification, or dismantling of the goods by the Buyer or third parties shall void the warranty.
The warranty does not cover normal wear and tear, corrosion due to aggressive media, or damage resulting from improper installation, operation outside the specified parameters, or failure to follow the Seller’s instructions. In particular, the Seller shall not be liable for defects arising from:
-Sand erosion in desert operations exceeding API RP 14E recommended limits.
-Improper chemical injections or incompatibility with process media, especially where Material Safety Data Sheet (MSDS) guidelines are not followed.
Use of non-original or non-approved spare parts or accessories.
Defective goods shall be returned to the Seller’s designated facility at the Buyer’s cost, unless otherwise agreed. Repaired or replacement items shall be delivered EXW (Incoterms® 2020) from the Seller’s facility. The warranty period shall not restart or be extended due to repair or replacement, unless expressly agreed in writing.
The Seller shall not be liable for any indirect, incidental, or consequential damages, including but not limited to loss of production, loss of profit, or project delays resulting from warranty claims. This limitation shall not apply in cases of gross negligence or willful misconduct as defined under UAE law.
Any warranty commitments, assurances, or obligations beyond the scope of this Clause 7 shall require the Seller’s prior written approval to be valid and enforceable.

8. Limitation of Liability and Risk Allocation

8.1 Exclusion of Consequential Losses
The Seller shall not be liable for any indirect, incidental, or consequential damages, regardless of foreseeability or prior notice. This includes, but is not limited to:
(a) Loss of production, reservoir access, or drilling time;
(b) Decommissioning costs or downstream business interruption;
(c) Loss of profit, goodwill, or contract opportunities;
(d) Punitive or exemplary damages;
(e) Claims asserted by the Buyer’s end clients, joint venture partners, or EPC consortium members.
This exclusion shall not apply to personal injury or death claims governed by UAE Federal Law No. 5 of 1985, Article 292.

8.2 Financial Liability Caps
The Seller’s total cumulative liability under or in connection with any contract shall be limited to 100% of the total payments received under the relevant purchase order.

8.3 Gross Negligence and Willful Misconduct
The above limitations shall not apply in cases of gross negligence or willful misconduct as defined under UAE law. The burden of proof lies solely with the Buyer and must be substantiated by independent expert testimony admissible under UAE Civil Procedure Law. Gross negligence shall include, but not be limited to:
-Deliberate disregard of API, ASME, or ISO standards explicitly referenced in the order confirmation.
-Violation of ADNOC’s Code of Practice Section 5.2 (2023 Edition).
-Conduct amounting to reckless endangerment under UAE Penal Code Article 401.

8.4 Delay and Liquidated Damages
Delay penalties shall apply only if the delay is solely attributable to the Seller and causes a material disruption to the Buyer’s overall project schedule, meaning a delay that has a proven, significant impact on the Buyer’s critical path activities. Periods of force majeure, including those defined under ADNOC’s 2021 Force Majeure Clause, as well as delays caused by the Buyer, its suppliers, contractors, or agents, are excluded from delay liability.
(a) Any agreed liquidated damages shall be deemed pre-estimated and genuine compensation under UAE Civil Code Article 390 and may be adjusted by the competent court if proven to be manifestly excessive or insufficient.
(b) Liquidated damages shall apply at a rate of 0.5% of the value of the delayed milestone per completed week of delay, subject to a maximum of 5% of the affected milestone value. Liquidated damages shall only apply after a grace period of ten (10) calendar days beyond the agreed delivery date.
(c) The payment of liquidated damages as specified in this Clause shall constitute the Buyer’s sole and exclusive remedy for delay, and the Seller shall not be liable for any further or consequential losses related to such delay. Liquidated damages under this Clause shall not apply cumulatively with any other penalties or damages for delay under this or any related agreement.
(d) No delay claims shall be admissible unless:

The Buyer provides a third-party delay analysis report (e.g., DNV, Lloyd’s Register); and
The Seller receives written notice of the alleged delay event within five (5) business days from its occurrence.

8.5 Mitigation Obligations
The Buyer shall take all reasonable steps to mitigate any loss or damage. This includes:
(a) Implementing Seller-recommended workarounds within 72 hours of notification;
(b) Sourcing alternative goods after 30 days of confirmed delay, at the Seller’s expense only if liability is established;
(c) Documenting all mitigation efforts in accordance with UAE evidentiary standards.
Failure to comply with these obligations shall release the Seller from liability to the extent that such failure contributed to the loss.

8.6 Third-Party and Regulatory Claims
The Seller shall not be liable for any penalties, damages, or claims imposed by:
(a) Regulatory authorities (e.g. ADNOC, DM, ESMA);
(b) EPC consortium partners or end clients;
(c) Export control or customs agencies.
This exclusion shall not apply to statutory product liability claims under UAE Federal Law No. 24 of 2006, for which the Seller maintains DIFC-based insurance coverage of AED 10 million per occurrence.

8.7 Risk Allocation Acknowledgement
The parties acknowledge that the limitations and exclusions set forth in this Clause 8 reflect a commercially reasonable allocation of risk, consistent with prevailing industry practice in the Middle East energy sector. The Buyer confirms that it has conducted its own risk assessment and maintains adequate insurance coverage for excluded risks. These limitations form an essential basis of the commercial agreement and shall survive contract termination.

8.8 Any liability for third-party claims, including penalties imposed by end clients or regulatory authorities, shall be excluded unless the Seller has expressly accepted such liability in writing.

8.9 The Buyer acknowledges that the limitations of liability set forth in this Clause 8 are an essential basis of the bargain and reflect a fair allocation of risk between the parties in the context of the oil and gas industry.

9. Cancellation by Buyer

9.1 The Buyer may cancel an order only with the Seller’s prior written consent. In the event of cancellation by the Buyer, the Seller shall be entitled to claim compensation for any and all costs incurred up to the date of cancellation, including but not limited to:
(a) Costs of materials and components purchased or committed,
(b) Work-in-progress and labor costs,
(c) Engineering, project management, and administrative costs,
(d) Cancellation charges from the Seller’s suppliers,
(e) A cancellation fee equivalent to 10% of the total order value as liquidated damages.

9.2 The Seller shall provide an itemized statement of the cancellation costs upon the Buyer’s request.

9.3 Any advance payments made by the Buyer may be offset against the cancellation costs. If the cancellation costs exceed the advance payments, the Buyer shall pay the difference within 15 calendar days of receiving the Seller’s invoice.

9.4 The Buyer shall not be entitled to cancel any orders for customized or made-to-order products once production has commenced.

10. Force Majeure

10.1 The Seller shall not be liable for any delay or failure to perform due to causes beyond its reasonable control, including but not limited to natural disasters, strikes, export bans, embargoes, transport interruptions, pandemics, or governmental actions.

10.2 In such cases, the delivery period shall be extended accordingly.
If a force majeure event persists for more than 45 calendar days, either party may terminate the contract without liability, provided that all delivered goods and services up to that point are settled.

11. Export Control Compliance

11.1 The Buyer agrees to comply with all applicable UAE, EU, and US export control laws.

11.2 Re-exporting or resale of goods to sanctioned countries, people, or for military/dual use is subject to prior written authorization.

12. Confidentiality

12.1 All technical, commercial, and proprietary information disclosed by the Seller shall remain confidential and shall not be disclosed to third parties without written consent.
This clause shall not restrict the Buyer from using the delivered equipment in accordance with its intended purpose, including integration into larger systems, provided no reverse engineering or disclosure of proprietary design occurs.

13. Final Provisions

13.1 Should any provision of these GTCS be or become invalid, the remaining provisions remain unaffected.

13.2 Amendments or waivers require written form. E-mail is not sufficient unless digitally signed.

PROTEGO Middle East FZCO
Jebel Ali Free Zone, Dubai, United Arab Emirates