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General Terms and Conditions of Sale, Delivery and Payment

Payment Terms

1. Standard Payment Terms. Unless a specific credit term and credit limit has been approved for the Customer under BOK's Customer Credit Facility Application (see Clause 2), all sales are on a cash or cheque on delivery (COD) basis.

2. Credit Approval. Payment terms and credit limits other than COD are only valid if set out in a Customer Credit Facility Application signed by the Customer and countersigned by BOK. Any increase or change to an approved credit limit or payment term requires a new, separately signed Customer Credit Facility Application; a previously approved limit remains valid until superseded by a new form or formally withdrawn by BOK.

3. Precedence. Where a valid Customer Credit Facility Application exists for a Customer, its terms prevail over the standard COD terms in Clause 1 for orders placed by that Customer.

4. Calculation of Payment Period. Unless otherwise stated, any agreed payment term (e.g., "30 days", "45 days") is calculated from the invoice date, as stated on the invoice.

5. Suspension/Withdrawal. BOK may suspend or withdraw an approved credit limit or payment term at any time upon notice, in particular if the approved limit is exceeded, payments fall overdue, or the Customer's creditworthiness materially changes. In the absence of a valid Customer Credit Facility Application (or after withdrawal), Clause 1 (COD) applies.

6. No Automatic Entitlement. An approved credit limit applies only to the Customer named on the form and does not transfer to affiliated companies, successors, or other entities without a new Customer Credit Facility Application.

7. Currency. All prices and payments are in Kuwaiti Dinar (KWD) unless otherwise stated on the invoice.

8. Retention of Title (All Monies). Ownership of all goods delivered by BOK shall remain with BOK until the Customer has settled all amounts owed to BOK, whether arising from the delivery in question or from any other outstanding invoice, regardless of individually agreed payment terms. Until full payment is received: (a) the Customer shall store the goods separately and identifiable as BOK's property where reasonably practicable; (b) BOK shall be entitled to reclaim the goods without releasing the Customer from any other obligations under the contract; (c) BOK or its authorized representatives shall be entitled to access the Customer's premises for the purpose of repossessing the goods, subject to reasonable prior notice. If applicable Kuwaiti law does not permit full enforcement of this clause, the Customer agrees to grant BOK the closest equivalent right or security available under law.

Delivery Terms

1. Delivery Basis. Unless otherwise agreed, BOK delivers the goods to the delivery address stated on the Sales Order. Collection by the Customer from BOK's premises is possible by exception and must be agreed in advance.

2. Delivery Lead Time. Delivery lead times stated on quotations, sales orders, or order confirmations are estimates only and not binding deadlines unless explicitly confirmed in writing as a fixed date.

3. Transfer of Risk. Risk of loss, damage, or shortage passes to the Customer upon signature of the Delivery Note by the Customer or its authorized representative at the point of delivery.

4. Inspection at Delivery. The Customer must inspect the goods for quantity and visible damage at the time of delivery and note any shortage, damage, or discrepancy directly on the Delivery Note before signing. Claims raised after the Delivery Note has been signed without such notation will not be accepted.

5. Partial Deliveries. BOK reserves the right to deliver in partial shipments, each of which may be invoiced separately.

6. Force Majeure. BOK is not liable for delays or failure to deliver caused by circumstances beyond its reasonable control (e.g., customs delays, supplier shortages, force majeure events).

7. Returns. Goods may only be returned with BOK's prior written approval and within 14 days of delivery. Returned goods must be unused and, where applicable, in original, resalable packaging. BOK reserves the right to inspect returned goods before accepting them and to reject or apply a restocking condition to goods that do not meet these criteria.

General Provisions

9. Scope. These General Terms and Conditions of Sale, Delivery and Payment apply to all sales and deliveries by Berner of Kuwait W.L.L. ("BOK") to its customers, unless individually agreed otherwise in writing.

10. Governing Law. These Terms are governed by the laws of the State of Kuwait.

11. Jurisdiction. The courts of Kuwait shall have exclusive jurisdiction over any dispute arising from or in connection with these Terms.

12. Language. These Terms are issued in English and Arabic. In case of any discrepancy between the two versions, the Arabic version shall prevail.

13. Availability of Terms. These General Terms and Conditions of Sale, Delivery and Payment are published on BOK's website and displayed (in English and Arabic) at BOK's place of business, and are provided to the Customer upon request.