TERMS AND CONDITIONS

1. Interpretation

In these terms:

· “ESME” shall mean ESME Limited;

· “Client” shall mean the legal entity accepting ESME’s quotation for the supply of Equipment or Services or whose order for Equipment or Services is accepted by ESME or the party otherwise commissioning the Services, in each case as named on ESME’s quotation;

· “Equipment” shall mean all and each item of equipment referred to in this Agreement to be supplied by ESME and all additions, alterations and replacements to that Equipment;

· “Dry Hire” shall mean the hire of Equipment without the supply of operational personnel;

· “Hire Charge” shall mean ESME’s charges for provision of Equipment and/or Services;

· “Services” shall mean the installation, operation and removal of the Equipment and/or other services as described in this Agreement;

· “writing” shall include electronic mail.

2. Provision of Equipment and Services

2.1 ESME shall provide and Client shall accept the Equipment and engage the Services of ESME at the location(s) (“Venue”) as described in ESME’s hire agreement, order acceptance or, if none, ESME’s most recent quotation (“Agreement”) subject to these terms. These terms contain the entire agreement between ESME and the Client and shall apply to the exclusion of all other terms and conditions unless confirmed in writing by ESME.

2.2 Client acknowledges that Equipment was selected by Client as suitable for its purpose and has not been induced to enter this Agreement by any prior representation not contained herein.

2.3 Unless expressly agreed in writing, all Equipment supplied by ESME is on hire and no ownership interest passes to Client or third parties.

2.4 ESME will use reasonable efforts to ensure Equipment is in good working order on delivery and of satisfactory quality and will provide Services with reasonable care and skill.

3. Order Acceptance and Cancellation

3.1 No order shall be deemed accepted unless ESME issues a signed hire agreement, order acceptance, or other act of acceptance. ESME may require a deposit as condition of acceptance.

3.2 Client shall ensure the accuracy of its order. ESME may modify Services to comply with health, safety or legal obligations.

3.3 After acceptance, cancellation or termination requires ESME’s written consent. If granted, Client shall indemnify ESME in full against all losses, including loss of profit and incurred costs.

3.4 Written cancellation of a confirmed order may incur the following charges: a. 50% after confirmed LPO b. 75% within 14 days of setup date c. 100% within 7 days of setup date

Reduction of scope within 14 days of setup may result in ESME claiming 100% of the quoted value.

4. Hire Charges

4.1 Charges are stated in the Agreement. Additional Equipment or Services are chargeable. Hire Charges continue:

· if Equipment is lost, damaged, or stolen, until repaired/replaced (max 12 weeks);

· if returned late (in Dry Hire or client-arranged transport), until actual return.

4.2 Client shall pay Hire Charges and applicable taxes in cleared funds no later than: (i) 3 working days before Equipment/Service delivery; or (ii) 30 days from ESME’s invoice date (whichever is earlier). Payment must be made in full, without set-off or counterclaim. Late payment may forfeit any agreed discount.

4.3 If payment is late, ESME may:

· suspend/cancel Services or Equipment;

· reallocate payments at its discretion;

· recover reasonable administrative and legal costs due to delay.

Without prejudice to ESME’s right to claim damages caused by late payment, including demonstrable administrative and recovery costs.

4.4 ESME may increase charges pre-performance due to changes in site, cost increases, or Client delays. Notice will be provided. If not accepted within 5 working days of notice (and at least 3 days before hire), Client may cancel with full indemnification of ESME’s costs.

5. Risk and Insurance

5.1 Risk transfers to Client upon delivery to the Venue or Client’s transporter and remains until return to ESME.

5.2 Client shall insure Equipment at its expense (naming ESME as loss payee): - against full replacement value; - covering Hire Charges as per Clause 4.1.

5.3 A security cheque equal to Equipment value is required for Dry Hire at written confirmation.

5.4 ESME is authorised to: - make insurance claims in Client’s name; - settle such claims; and - receive insurance proceeds.

5.5 In case of loss/damage, Client must notify ESME immediately and assist in insurance claims.

5.6 Upon request, Client shall provide policy and receipt. Failure to do so may result in ESME insuring Equipment and charging Client 15% of charges.

5.7 ESME is not responsible for Client or third-party materials, even if stored or transported by ESME.

6. Health and Safety

6.1 Client shall protect the health and safety of ESME staff and Equipment. ESME may remove Equipment if health or safety is at risk.

6.2 If the Client provides a structure, it must:

· be load stable and compliant;

· be fit for purpose, including wind tolerance;

· have proper documentation available upon request.

7. Client Undertakings

Client shall:

7.1 provide access to Venue;

7.2 provide operational facilities (media, power, access);

7.3 ensure timely provision of quality equipment and services by contractors;

7.4 obtain relevant licenses and consents;

7.5 arrange customs and duties for international transit;

7.6 prevent unauthorised operation (unless Dry Hire);

7.7 avoid repair, modification, or sale of Equipment;

7.8 permit ESME to inspect or retrieve Equipment;

7.9 notify ESME of contact changes or Equipment location;

7.10 indemnify ESME against liabilities (excluding ESME’s own negligence).

8. Additional Undertakings (Dry Hire)

Client shall:

8.1 inspect Equipment and report issues to ESME;

8.2 use Equipment safely, lawfully, and without modification.

9. Limitation of Liability

9.1 ESME’s liability is limited as follows:

· excludes all implied warranties to fullest extent permitted;

· capped at total Hire Charges or AED 5,000,000 for property damage;

· excludes indirect, consequential, or special loss;

· claims must be notified within 90 days;

· Equipment sold is “as is” unless agreed otherwise.

9.2 Higher limits may be agreed upon request and additional charge.

9.3 ESME is not liable for Force Majeure events. If Equipment was installed, Client must still pay in full.

10. Termination

10.1 ESME may terminate immediately upon Client insolvency, criminal conviction, licence loss, or similar circumstances.

10.2 ESME may terminate if:

· Client fails to pay sums owed;

· Client breaches contract and fails to remedy in 7 days;

· ESME is prevented from performing due to Force Majeure;

· Insurance becomes unavailable.

10.3 Upon termination, all amounts become due immediately. Equipment must be returned at Client expense. ESME may repossess Equipment and recover associated costs.

11. Confidentiality

Both parties shall treat confidential information with the same care as their own and only use it as necessary for performing this Agreement.

12. General

12.1 Multiple Clients shall be jointly and severally liable.

12.2 Third-party rights are excluded.

12.3 ESME may subcontract; neither party may otherwise assign without consent.

12.4 Clerical errors may be corrected without liability.

12.5 Notices must be in writing and sent by hand, post, email, or fax.

12.6 Delay or waiver does not constitute ongoing waiver.

12.7 Invalid provisions do not affect the rest of the Agreement.

12.8 Headings are for convenience only.

13. Governing Law and Jurisdiction

13.1 This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.

13.2 Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the competent courts in Riyadh, unless otherwise agreed in writing.

13.3 This Agreement is executed in English. In the event of dispute before a Saudi court, an Arabic translation shall prevail in case of conflict.

14. Anti-Bribery and Compliance

14.1 Each party agrees to comply with applicable anti-bribery, anti-corruption and anti-money laundering laws of the Kingdom of Saudi Arabia.

14.2 Neither party shall offer or accept any unlawful inducement in connection with this Agreement.

15. VAT and Tax Compliance

15.1 All fees are exclusive of VAT or any other taxes applicable under Saudi law.

ESME shall issue tax-compliant invoices as required by ZATCA regulations.