GENERAL TERMS AND CONDITIONS OF SALE

REPA MIDDLE EAST GENERAL TRADING FZE

Article 1. Company information and scope of application

1.1 Seller identity

These General Terms and Conditions of Sale (“Terms”) apply to all sales of products through the online platform operated by:

REPA Middle East General Trading FZE

A company incorporated in the Jebel Ali Free Zone, United Arab Emirates

Trade licence issued by: Jebel Ali Free Zone Authority

Registered address:

REPA Middle East General Trading FZE

FZLPO1AB2O, Warehouse 20

PO BOX DXB-91748

Logistic Park Jafza South

Jebel Ali Free Zone

Dubai

Dubai Email: info.me@repagroup.com

Telephone: +971 4 880 9420

(“REPA” or the “Seller”).

1.2 Mandatory consumer protections under UAE law

Notwithstanding the business-to-business nature of the webshop and the eligibility requirements set out in these Terms, the Parties acknowledge that, under applicable laws of the United Arab Emirates, certain statutory protections may apply to purchasers irrespective of whether they qualify as natural or legal persons. Nothing in these Terms shall be construed as excluding or limiting such mandatory protections where they apply.

Article 2. Eligibility, registration and order process

2.1 Eligibility and registration

Access to and use of the webshop is limited to business customers acting in the course of their commercial or professional activities.

To place Orders via the webshop, the Customer must register an account and provide accurate, complete and up-to-date business information, including trade licence or registration details where requested.

REPA reserves the right to verify the Customer’s business status at any time and may request additional documentation reasonably necessary to confirm eligibility.

2.2 Account approval and management

Registration and access to the webshop are subject to approval by REPA.

REPA may, at its discretion and without liability:

• refuse or suspend registration,
• restrict access to the webshop, or
• terminate a Customer account,

where REPA reasonably believes that:

• the Customer is not acting as a business entity,
• the information provided is inaccurate or misleading,
• the Customer is acting in breach of these Terms, or
• continued access may expose REPA to legal, regulatory, or commercial risk.

The Customer is responsible for maintaining the confidentiality of its account credentials and for all activities carried out through its account.

2.3 Catalogue-based platform and non-binding purchase requests

The webshop operates as a closed-access digital catalogue that allows Customers to view Products and submit non-binding purchase requests.

Product listings may display general Product information and technical characteristics but may not include final prices, availability, delivery timelines, logistics costs, customs duties or applicable taxes. Any information shown on the webshop prior to final order confirmation is indicative only and non-binding.

Submission of a purchase request through the webshop does not constitute a binding offer and does not create any contractual obligation for either party.

2.4 Transparency and fair use of the webshop

REPA shall not intentionally engage in misleading practices in relation to the availability, pricing, characteristics or origin of Products offered through the webshop. Product descriptions, images, pricing information and availability indications are provided in good faith based on the information available at the time of publication.

2.5 Order confirmation and contract formation

Purchase requests submitted by the Customer through the webshop are non-binding and serve solely as an invitation for REPA to prepare a commercial proposal.

Following receipt of one or more purchase requests, REPA may assess Product availability, pricing, logistics, customs charges, applicable taxes and other relevant commercial conditions and, where appropriate, issue a written order confirmation or commercial offer to the Customer by email (“Order Confirmation”).

The Contract between REPA and the Customer is concluded only when the Customer expressly confirms acceptance of the Order Confirmation in writing, including by email.

REPA shall not be bound by any purchase request and reserves the right, at its discretion, to decline, modify or aggregate purchase requests, in whole or in part, without liability, prior to issuance of an Order Confirmation.

2.6 Electronic contracting, email communications and records

The Customer acknowledges and agrees that contractual communications, including purchase requests, Order Confirmations and acceptances, may be exchanged electronically, including via email, and that such electronic communications constitute valid and binding expressions of intent.

Contracts may be concluded through electronic means outside the webshop interface, including by written email acceptance of an Order Confirmation, in accordance with applicable laws of the United Arab Emirates.

Electronic records maintained by REPA, including emails, order confirmations, transaction logs and system records, shall constitute admissible and valid evidence of the existence, content and timing of the Contract, to the extent permitted by applicable law.

REPA may retain electronic records of Orders, communications and contractual documents for compliance, accounting and evidentiary purposes in accordance with applicable law.

2.7 Modifications and cancellations

Purchase requests submitted through the webshop or by electronic means may be modified or withdrawn by the Customer at any time before issuance of an Order Confirmation by REPA, unless otherwise agreed in writing.

Once the Customer has accepted an Order Confirmation issued by REPA, the resulting Order shall be binding and may not be modified or cancelled by the Customer, unless expressly agreed otherwise in writing by REPA.

Any permitted modification or cancellation may be subject to reasonable conditions or charges, depending on the status of order processing, sourcing, logistics or regulatory requirements.

Article 3. Use of the webshop

3.1 Permitted use

The Customer shall use the webshop solely for lawful business purposes, in compliance with these Terms and applicable law.

Access to the webshop does not grant the Customer any right to place binding orders or conclude contracts except in accordance with the order process described in these Terms.

3.2 Prohibited conduct

The Customer shall not:

• submit false, fraudulent or unlawful purchase requests or communications;
• interfere with the operation or security of the webshop;
• attempt unauthorised access to systems or data;
• use automated tools, scraping technologies or similar means to extract content or data from the webshop;
• use the webshop or its content to develop competing services or train artificial intelligence systems.

3.3 Suspension of access

REPA reserves the right to suspend or terminate the Customer’s access to the webshop, with or without prior notice, where the Customer breaches this Article, Article 2, or applicable law.

3.4 Intellectual property and permitted use of webshop content

The webshop, its structure and “look and feel”, and all content made available through it (including Product descriptions, photographs, images, drawings, specifications, databases, software, source code, text, trademarks, trade names, logos and other materials) are owned by or licensed to REPA and are protected by applicable intellectual property laws.

Subject to compliance with these Terms, REPA grants the Customer a limited, non-exclusive, non-transferable and revocable right to access and use the webshop solely for the Customer’s internal business purposes in accordance with the order process described in these Terms.

Except as expressly permitted under mandatory law, the Customer shall not (and shall not permit any third party to): reproduce, distribute, modify, create derivative works from, publicly display, scrape, extract, translate, reverse engineer, decompile, disassemble, or otherwise exploit any part of the webshop or its content without REPA’s prior written consent.

No rights are granted to the Customer in REPA’s trademarks, trade names or logos. Any goodwill arising from use of such identifiers accrues exclusively to REPA.

Article 4. Prices, taxes and payment terms

4.1 Price indications and non-binding nature

Any prices, price indications or reference values displayed on the webshop or communicated prior to issuance of an Order Confirmation are provided for informational purposes only and are non-binding.

Due to the nature of the Products, availability constraints, sourcing arrangements, logistics requirements, customs duties and destination-specific charges, final prices may only be determined after review of the Customer’s purchase request.

The binding price payable by the Customer shall be the price expressly stated in the Order Confirmation issued by REPA and accepted by the Customer in accordance with Article 2.5.

Unless expressly stated otherwise in writing, prices confirmed by REPA:

• are exclusive of value added tax (VAT),
• are exclusive of customs duties, import or export taxes and similar governmental charges, and
• do not include logistics, delivery, handling or payment-related fees.

4.2 Taxes, customs and duties

The Customer is responsible for:

• any applicable VAT,
• customs duties,
• import or export taxes, and
• any other governmental charges,

arising from the purchase, importation or delivery of the Products to the agreed destination, unless expressly stated otherwise in writing by REPA.

Where REPA is required by law to charge VAT, a VAT-compliant invoice will be issued in accordance with applicable UAE tax regulations. The Customer will inform REPA whenever Customer is an end customer but not a professional reseller of said Product.

REPA does not act as customs broker or tax agent for the Customer and does not guarantee the accuracy of any third-party estimates of taxes, duties or charges.

4.3 Price accuracy and corrections

REPA takes reasonable care to ensure that any price indications, estimates or pricing information communicated to the Customer prior to issuance of an Order Confirmation are accurate based on the information available at the time.

In the event of an obvious pricing error, clerical mistake, technical malfunction or incorrect information received from suppliers, logistics providers or third parties, REPA reserves the right to:

• correct the error, and
• withdraw, revise or decline to issue an Order Confirmation,

provided that the Customer is informed without undue delay.

Where a pricing error is identified after issuance of an Order Confirmation but before acceptance by the Customer, REPA may withdraw or amend the Order Confirmation without liability.

4.4 Payment methods

The payment methods available for a given transaction shall be communicated by REPA to the Customer in the relevant Order Confirmation or otherwise in writing prior to conclusion of the Contract.

Available payment methods may vary depending on the Customer’s location, the delivery destination, the value of the Order, internal credit assessments and applicable legal or regulatory requirements, and may include, without limitation:

• bank transfer,
• credit or debit card, or
• other electronic payment solutions approved by REPA.

REPA reserves the right to modify, restrict or refuse specific payment methods for individual Orders at its discretion and without liability, subject to applicable law.

4.5 Payment terms

Unless expressly agreed otherwise in writing, the applicable payment terms for each Order shall be those set out in the relevant Order Confirmation issued by REPA and accepted by the Customer.

REPA may require, depending on the transaction, one or more of the following:

• full prepayment prior to dispatch,
• payment upon issuance of the invoice, or
• other payment arrangements expressly agreed in writing.

No Products shall be processed, released or dispatched until payment has been received or authorised in accordance with the agreed payment terms.

Where payment is made by bank transfer, payment shall be deemed received only upon receipt of cleared funds in REPA’s designated bank account.

4.6 Late or failed payment

Where the Customer fails to make payment in accordance with the payment terms set out in the applicable Order Confirmation, or where payment is delayed, rejected, reversed or otherwise not received when due, REPA may, without prejudice to any other rights or remedies available under applicable law:

• suspend processing or dispatch of the affected Order,
• cancel the Order in whole or in part,
• suspend or restrict the Customer’s access to the webshop or account, and/or
• require advance payment for future Orders.

REPA reserves the right to recover any reasonable costs, charges or expenses incurred as a result of late or failed payment, including administrative, banking or collection costs, to the extent permitted by applicable law.

4.7 Payment processing and security

Payments may be processed through the webshop or through payment instructions communicated by REPA via electronic means, including email, and may be handled by third-party payment service providers.

REPA does not store full payment card details and relies on authorised payment service providers to process transactions in accordance with their own security standards and applicable laws.

REPA implements reasonable technical and organisational measures to protect the security of electronic payment transactions. However, REPA does not guarantee uninterrupted or error-free operation of payment systems and shall not be liable for failures attributable to payment service providers, telecommunications networks, or events beyond its reasonable control.

4.8 Minimum order value and first order conditions

REPA may impose a minimum order value and/or minimum order quantities for certain Products, Customers, delivery destinations or delivery methods. Any applicable minimum order value or quantity requirements shall be communicated to the Customer in the Order Confirmation or otherwise in writing prior to conclusion of the Contract.

For newly registered Customers or Customers with a limited order history, REPA may, acting reasonably and without liability, require one or more of the following as a condition for issuing an Order Confirmation:

1. a minimum first order value;
2. full prepayment (or a deposit) prior to dispatch;
3. additional documentation reasonably required for credit, compliance or trade verification; and/or
4. use of a specific payment method.

Where the Customer does not accept the conditions communicated under this Article 4.8, REPA may decline to issue an Order Confirmation.

4.9 No set-off

The Customer shall pay all invoices in full when due without set-off, counterclaim, deduction or withholding, except to the extent such right cannot be excluded under applicable mandatory law.

A dispute, complaint or claim relating to the Products or the Contract shall not entitle the Customer to suspend payment of any undisputed amounts.

Where the Customer in good faith disputes part of an invoice, the Customer shall notify REPA promptly in writing, specifying the disputed amount and reasons, and shall pay the undisputed portion when due.

Article 5. Delivery, transfer of risk and inspection

5.1 Delivery destinations

REPA delivers Products only to destinations supported by the webshop at the time of ordering.

Delivery availability may depend on the Customer’s location, the delivery address, applicable regulations, logistics constraints, and the nature of the Products. Any delivery restrictions will be indicated during the ordering process.

5.2 Delivery terms and timelines

Delivery terms, methods and estimated delivery timelines are specified on the webshop or in the order confirmation.

Unless expressly agreed otherwise in writing, delivery dates are estimates only and do not constitute binding deadlines.

REPA shall use reasonable efforts to deliver the Products within the indicated timeframe but shall not be liable for delays caused by:

• customs clearance procedures,
• regulatory requirements,
• actions or omissions of logistics providers,
• force majeure events, or
• circumstances beyond REPA’s reasonable control.

Final delivery terms, costs and timelines may be confirmed or adjusted in the order confirmation or other written acceptance issued by REPA, in particular where delivery depends on product availability, customs clearance or third-party logistics.

5.3 Transfer of risk

Unless expressly agreed otherwise in the Order Confirmation, risk of loss of or damage to the Products shall pass to the Customer upon handover of the Products to the first carrier engaged for transportation (including a carrier appointed by REPA) – Ex works(INCOTERMS 2020).

Where the Customer appoints its own carrier or requests collection, risk shall pass upon handover of the Products to the Customer’s carrier or, as applicable, upon making the Products available for collection at REPA’s premises or the dispatch location stated in the Order Confirmation.

The foregoing allocation of risk applies irrespective of whether REPA arranges transport and/or charges delivery costs, and without prejudice to any mandatory statutory remedies that may apply under applicable law.

5.4 Delivery documentation

Delivery of the Products may be accompanied by electronic or physical delivery documentation.

The Customer is responsible for ensuring that authorised personnel are available to accept delivery and acknowledge receipt.

5.5 Inspection upon delivery

The Customer must inspect the Products immediately upon delivery and, where applicable, before signing any delivery note or accepting the shipment in a carrier system.

Any visible damage, missing packages, shortages or other discrepancies that are apparent upon delivery must be:

1. recorded on the delivery note (or the carrier’s electronic acceptance process) at the time of delivery, where possible; and
2. notified to REPA in writing within eight (8) calendar days following delivery, together with supporting evidence (including photographs and relevant delivery documentation) where reasonably required.

Any damage that is not apparent upon delivery (concealed damage) must be notified to REPA in writing within eight (8) calendar days following delivery, together with supporting evidence where reasonably required.

Where the Customer fails to comply with this Article 5.5, REPA may be unable to pursue a claim against the carrier or logistics provider and the Customer’s rights in relation to transport damage or shortages may be reduced or lost, to the extent permitted by applicable law.

Where REPA arranges carriage, REPA may (but is not obliged to) assist the Customer in pursuing a claim with the carrier; where the Customer appoints its own carrier, the Customer shall be responsible for any claims against that carrier.

This Article 5.5 is without prejudice to any mandatory rights that cannot be excluded under applicable law.

5.6 Failed or refused delivery

If delivery cannot be completed due to reasons attributable to the Customer, including incorrect delivery information, absence of authorised personnel, or refusal to accept delivery without valid grounds:

• REPA may arrange re-delivery at the Customer’s expense, or
• cancel the Order and charge the Customer for any reasonable costs incurred.

5.7 Partial delivery and split fulfilment

REPA may deliver the Products in instalments where this is reasonably required due to stock availability, sourcing constraints, shipment consolidation, customs or regulatory requirements, or operational constraints.

Where REPA delivers in instalments, each instalment shall constitute part performance of the same Contract and the Customer shall accept and pay for each instalment in accordance with the Order Confirmation.

If REPA is unable to supply any part of the Products included in an Order Confirmation, REPA shall inform the Customer and may, acting reasonably:

1. propose an updated delivery schedule (including backorder fulfilment),
2. propose an equivalent or compatible substitute (subject to the Customer’s written acceptance), or
3. cancel the affected part of the Order Confirmation and refund any amounts paid for the cancelled part (if applicable),

without liability, and without affecting the remaining parts of the Contract.

Article 6. Conformity of Products, defects, returns and remedies

6.1 Conformity of Products

REPA shall supply Products that:

• correspond to the description agreed at the time of the Order, and
• are fit for their intended professional use.

Unless expressly agreed otherwise in writing, REPA does not guarantee that the Products are fit for any specific purpose intended by the Customer beyond the purpose communicated to and accepted by REPA at the time of contract formation.

Product information, technical data, specifications, compatibility references, images and other content displayed on the webshop or in catalogues, brochures, price lists or other materials are provided for general informational purposes only and may be based on information supplied by manufacturers or third parties.

Manufacturers may change specifications, designs, packaging or components without notice. Such changes shall not of themselves constitute a defect or non-conformity, provided the Products delivered remain materially fit for their intended professional use as agreed in the Order Confirmation.

The Customer remains responsible for verifying, prior to ordering and installation, that the Products are suitable and compatible for the Customer’s intended use, equipment and operating environment, and for ensuring correct installation and use in accordance with manufacturer instructions and applicable standards.

To the extent permitted by applicable law, REPA shall not be liable for losses or damages arising from incorrect installation, misuse, or use contrary to manufacturer instructions or applicable standards.

6.2 No unconditional right of withdrawal

Orders placed via the webshop are binding upon acceptance by REPA.

There is no unconditional right of withdrawal or cancellation once an Order has been accepted, except where required by applicable mandatory law.

Any rights of return, replacement or refund are limited to the cases expressly set out in this Article.

6.3 Grounds for return, replacement or other remedies

The Customer may request a return, replacement, repair or other appropriate remedy only in the following circumstances:

• the Products are defective,
• the Products are damaged upon delivery,
• the Products do not conform to the agreed specifications,
• the Products are incomplete, or
• the Products are not delivered within the agreed timeframe without justified cause.

Requests based solely on change of mind, incorrect ordering by the Customer, or incompatibility with the Customer’s internal systems are excluded, unless otherwise required by mandatory law.

Remedies shall be applied in a manner consistent with applicable law, taking into account the feasibility and proportionality of repair or replacement before refund.

6.4 Notification and procedure

The Customer must notify REPA of any defect, damage or non-conformity within a reasonable time after discovery.

The notification must include:

• the order reference,
• a description of the issue, and
• any supporting evidence reasonably required by REPA, such as photographs or delivery records.

REPA may request the Customer to return the affected Products for inspection before determining the appropriate remedy.

6.5 Remedies

Where a valid claim is established, REPA shall, subject to applicable law and acting reasonably, apply one of the following remedies:

• replace the Products,
• provide a price reduction, or
• refund the purchase price of the affected Products.

The chosen remedy shall be proportionate to the issue identified and may take into account product availability, technical feasibility and logistical considerations.

6.6 Return logistics and costs

Unless otherwise required by applicable law:

• return shipments must be authorised in advance by REPA, and
• the Customer shall comply with REPA’s return instructions.

Where the return is due to a defect, damage or non-conformity attributable to REPA, reasonable return shipping costs shall be borne by REPA.

In all other cases, return shipping costs shall be borne by the Customer.

6.7 Exclusions and limitations

This Article does not apply to defects or damage resulting from:

• improper handling, storage or installation,
• unauthorised modifications or repairs,
• normal wear and tear,
• use outside the intended professional context, or
• failure to follow instructions or specifications provided by REPA.

6.8 Mandatory law carve-out

Nothing in this Article shall exclude or limit any non-waivable rights or remedies available to the Customer under applicable mandatory laws, including where such laws extend protection to legal persons acting as purchasers.

6.9 Manufacturer warranties

Where a Product is supplied with a manufacturer warranty or supplier guarantee, REPA may, at its discretion and where practicable, facilitate the Customer’s claim under such warranty, but the terms, scope and duration of any such warranty are determined solely by the manufacturer or supplier.

Unless expressly agreed otherwise in writing, REPA does not provide any additional warranty beyond the remedies expressly set out in this Article 6 and any mandatory warranties that may apply under applicable law.

Without prejudice to Article 5.5 (inspection upon delivery), the Customer shall notify REPA in writing of any alleged defect or non-conformity no later than eight (8) calendar days after the Customer became aware (or ought reasonably to have become aware) of the issue, and in any event within any shorter deadline that may be stated in the Order Confirmation or required to preserve a carrier/manufacturer claim.

Failure to notify within the time limits in this Article 6.9 may result in loss or reduction of remedies, to the extent permitted by applicable law.

Article 7. Complaints handling, customer support and marketing communications

7.1 Communication channels

REPA makes available communication channels that allow Customers to contact the Seller in relation to Orders, Products, deliveries, complaints, or other matters arising under these Terms.

Contact details, including email address and telephone number, are published on the webshop and remain accessible throughout the ordering process and after conclusion of the Contract.

7.2 Submission of complaints

Customers may submit complaints relating to Products or services by contacting REPA through the designated channels.

Complaints should include sufficient information to allow REPA to assess the matter, including:

• the order reference,
• a description of the issue, and
• any supporting documentation reasonably required.

7.3 Handling and follow-up

REPA shall use reasonable efforts to:

• acknowledge receipt of complaints,
• review complaints in good faith, and
• respond within a reasonable timeframe, taking into account the nature and complexity of the issue.

REPA maintains internal procedures to ensure that complaints are handled by appropriately qualified personnel and followed up until resolution.

7.4 Availability of complaint channels

REPA shall ensure that complaint communication channels are available during normal business operations and that complaints are handled by appropriately qualified personnel, with internal follow-up mechanisms in place until resolution, subject only to temporary interruptions caused by maintenance or events beyond REPA’s reasonable control.

7.5 Promotional communications

Where REPA sends promotional or marketing communications to Customers or their representatives, such communications shall be sent in accordance with applicable laws and regulations of the United Arab Emirates, including any consent or opt-out requirements where applicable.

7.6 Opt-out

Recipients of marketing communications shall have the right to opt out of receiving further promotional messages at any time, using the opt-out mechanism indicated in such communications or by contacting REPA through the contact details published on the webshop.

Article 8. Invoicing and documentation

8.1 Electronic invoices

For each completed Order, REPA shall issue an electronic invoice to the Customer.

Invoices will be made available electronically, including via email or through the Customer’s account on the webshop, and shall be deemed received upon electronic transmission.

8.2 VAT and statutory requirements

Where required under applicable law, invoices shall comply with UAE VAT regulations, including mandatory invoice particulars prescribed by the Federal Tax Authority.

The Customer is responsible for providing accurate invoicing information, including VAT registration details where applicable.

REPA shall not be responsible for delays or errors resulting from incomplete or incorrect information provided by the Customer.

8.3 Record keeping

The Customer is responsible for retaining copies of invoices and related transaction records in accordance with its own legal, accounting and tax obligations.

REPA may retain electronic records of invoices and Orders in accordance with applicable law.

Article 9. Limitation of liability

9.1 Principle of liability

REPA shall be liable to the Customer only for damages directly caused by a proven breach of these Terms or applicable law, subject to the limitations set out in this Article.

Nothing in these Terms shall exclude or limit liability that cannot be excluded or limited under applicable mandatory law.

9.2 Excluded damages

To the maximum extent permitted by applicable law, and without prejudice to liability that cannot be lawfully excluded, REPA shall not be liable for:

• indirect or consequential damages,
• loss of profit, revenue, or business opportunities,
• loss of data or corruption of data,
• loss of goodwill, or
• purely economic or reputational loss.

9.3 Liability cap

To the extent permitted by applicable law, REPA’s total aggregate liability arising out of or in connection with any Contract, whether in contract, tort, or otherwise, shall be limited to the total amount actually paid by the Customer for the Products giving rise to the claim.

9.4 Product use and compatibility

REPA shall not be liable for damages resulting from:

• use of the Products outside their intended professional purpose,
• incompatibility with the Customer’s equipment, systems, or installations,
• improper installation, handling, storage, or maintenance, or
• unauthorised modifications or repairs.

9.5 Third-party services

REPA shall not be liable for failures or delays attributable to third parties, including:

• logistics providers,
• payment service providers,
• customs authorities, or
• telecommunications networks,

except to the extent required by applicable law.

9.6 Mandatory law carve-out

Nothing in this Article shall exclude or limit any non-waivable rights or remedies available to the Customer under applicable mandatory laws, including where such laws apply to legal persons.

Article 10. Force majeure

10.1 Force majeure events

REPA shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay is caused by events beyond its reasonable control (“Force Majeure Event”).

Force Majeure Events include, without limitation:

• acts of God, natural disasters, or extreme weather conditions,
• war, armed conflict, terrorism, civil unrest, or riots,
• governmental actions, laws, regulations, or trade restrictions,
• customs delays or regulatory interventions,
• epidemics, pandemics, or public health emergencies,
• strikes, labour disputes, or industrial action,
• failures of utilities, transport networks, or telecommunications, and
• supply chain disruptions affecting manufacturers or logistics providers.

10.2 Consequences of force majeure

Where a Force Majeure Event occurs:

• REPA’s obligations shall be suspended for the duration of the Force Majeure Event, and
• delivery timelines or other performance obligations shall be extended accordingly.

REPA shall use reasonable efforts to mitigate the effects of the Force Majeure Event and resume performance as soon as reasonably practicable.

10.3 Termination for prolonged force majeure

If a Force Majeure Event continues for an extended period and materially prevents the performance of the Contract, and such prevention cannot reasonably be remedied, either party may terminate the affected Contract upon written notice, without liability, subject to settlement of any Products already delivered or services already performed.

10.4 Business continuity

REPA maintains reasonable measures designed to ensure continuity of its webshop operations and order processing in the event of technical incidents, supply chain disruptions or other operational risks, subject to the limitations set out in these Terms and applicable law.

Article 11. Trade Compliance, Export Controls and Sanctions

11.1 Compliance with trade and sanctions laws

The Customer acknowledges that the Products may be subject to applicable trade control, export control, sanctions, customs or foreign trade laws and regulations of the United Arab Emirates, the country of export, the country of destination and any relevant transit jurisdictions.

11.2 Customer obligations

The Customer shall be solely responsible for ensuring compliance with all applicable trade, export control and sanctions laws in connection with the purchase, resale, export, re-export, transfer or use of the Products, including any restrictions relating to end use, end users or destination countries.

11.3 No prohibited transactions

The Customer shall not resell, export, re-export, divert or otherwise transfer the Products, directly or indirectly, in violation of applicable trade, export control or sanctions laws, or to any prohibited or restricted end user or destination.

11.4 Suspension and termination for legal restrictions

REPA may suspend performance of or withdraw from, any Contract, in whole or in part, without liability, where performance would result in a violation of applicable trade, export control or sanctions laws, or where required approvals, licences or authorisations are not granted or are withdrawn.

11.5 No circumvention

The Customer shall not take any action intended to circumvent applicable trade, export control or sanctions laws, including by providing inaccurate or incomplete information regarding end use, end user or destination.

Article 12. Governing law, jurisdiction and dispute resolution

12.1 Governing law

These Terms and any non-contractual obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of the United Arab Emirates, as applicable in the Emirate of Dubai.

12.2 Jurisdiction

Subject to Article 12.3 below, the courts of the Emirate of Dubai shall have exclusive jurisdiction to settle any dispute, claim or controversy arising out of or in connection with these Terms, the use of the webshop or any sale of products through the webshop.

12.3 Arbitration (where permitted)

Where and to the extent permitted by mandatory applicable UAE law, and only for disputes exceeding AED 50,000, the Parties may agree in writing to submit the dispute to arbitration seated in Dubai, in accordance with the arbitration rules agreed between the Parties at the time of such agreement. Nothing in these Terms shall be construed as imposing mandatory arbitration in circumstances where arbitration is restricted or prohibited under applicable UAE law, including the UAE Federal Decree-Law No. 14 of 2023 on Trading through Modern Technological Means.

12.4 Mandatory Law Override

Nothing in this Article 12 shall exclude or limit the application of mandatory provisions of UAE law, including provisions relating to electronic commerce, consumer protection, or public order, to the extent such provisions apply to the contractual relationship.

12.5 Language

These Terms are made available in the English language. In the event of any dispute, court proceedings may be conducted in Arabic as required by applicable procedural law. In case of any inconsistency between translations, the version accepted by the competent UAE court shall prevail.

12.6 Place of Establishment

For the purposes of these Terms, the Seller is established in the Jebel Ali Free Zone, Dubai, United Arab Emirates, and all sales are deemed to be concluded at the Seller’s place of establishment.

Article 13. Personal Data Protection and Cookies

13.1 Applicable Law

Personal data relating to the Customer, its representatives, employees, authorised users or other natural persons whose data is provided in connection with the use of the webshop, the placement of orders or the performance of contracts shall be processed by the Seller in accordance with applicable data protection laws and regulations of the United Arab Emirates, including Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, as amended.

13.2 Privacy Notice

Information regarding the categories of personal data processed, the purposes and lawful bases of processing, data retention periods, data subject rights, cross-border transfers of personal data and contact details for data protection matters is set out in the Privacy Notice published on the webshop. The Privacy Notice forms an integral part of the contractual framework governing the relationship between the Seller and the Customer.

13.3 Cookies and Similar Technologies

The webshop uses cookies and similar technologies that are necessary for the operation of the webshop and, where applicable, for analytics or other purposes. Information regarding the types of cookies used, their purposes, applicable consent mechanisms and options for managing cookie preferences is set out in the Cookie Policy published on the webshop.

13.4 Mandatory Data Protection Rights

Nothing in these Terms shall be construed as excluding, limiting or waiving any rights or protections afforded to data subjects under applicable data protection laws and regulations of the United Arab Emirates, nor as obliging the Seller to process personal data in a manner that is inconsistent with such laws or the Privacy Notice.

Article 14. Miscellaneous

14.1 Entire Agreement

These Terms constitute the entire agreement between the Seller and the Customer with respect to the sale of the products through the webshop and supersede any prior or contemporaneous agreements, understandings or communications, whether written or oral, relating to the same subject matter.

14.2 Amendments

The Seller reserves the right to amend these Terms at any time. Any amendments shall apply only to orders placed after the amended Terms have been made available on the webshop. Orders already accepted shall remain governed by the Terms in force at the time of order confirmation.

14.3 Severability

If any provision of these Terms is held to be invalid, unlawful or unenforceable by a competent court or authority, such provision shall be deemed severed and shall not affect the validity or enforceability of the remaining provisions.

14.4 No Waiver

Any failure or delay by the Seller in exercising any right or remedy under these Terms shall not constitute a waiver of that right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

14.5 Assignment

The Customer may not assign, transfer or otherwise dispose of any of its rights or obligations under these Terms without the prior written consent of the Seller. The Seller may assign or transfer its rights and obligations to an affiliated entity or in connection with a corporate reorganisation, merger or transfer of business.

14.6 Mandatory Law

Nothing in these Terms shall exclude or limit rights or obligations arising under mandatory applicable laws and regulations of the United Arab Emirates, including those relating to electronic commerce, consumer protection, data protection and public order, to the extent such provisions apply.

14.7 Electronic Contracting

Electronic records, order confirmations and transaction logs maintained by the Seller shall constitute admissible evidence of the transactions concluded through the webshop, in accordance with applicable UAE law.