TERMS AND CONDITIONS.

1. Except where otherwise specified in a context or elsewhere within these Terms and Conditions the following words shall be construed as indicated hereunder:

• Customer: Means the Purchaser of any Product or Service from ELECTRONIL.
• Product: Means any item Supplied by ELECTRONIL to the Customer, can include but is not limited to, Parts and Machines.
• Part: Means any Spare Parts provided by ELECTRONIL.
• Service: Means any Works carried out by ELECTRONIL at the request of the Customer including the supply of any Part used by ELECTRONIL in carrying out the request of the Customer.
• Machine: Means any Equipment ELECTRONIL Agrees to undertake Service on.

2. The headings in this agreement are for convenience only and shall not affect its interpretation.

1. ELECTRONIL Will endeavor to hold the Terms of any Quotation given by for a period of 15 days or for such other period as is specified in writing but without obligation or liability.

2. Any Quotation for Service shall not be binding; if, on further examination of the Machine, ELECTRONIL Deems that work is necessary which is different or additional to that specified in the Quotation, ELECTRONIL Shall have the right to carry out such work and charge the cost thereof to the Customer subject to the provision that ELECTRONIL Will not undertake such different or additional work if the cost is estimated to exceed 20% of the Quotation value without first obtaining the Customer's written consent. Where additional work is required to overcome a safety hazard the work will be carried out without reference to the Customer.

1. All prices are subject to change without notice.

2. Prices has been calculated based on the exchange rate of the foreign currencies against the Egyptian pound declared by the Egyptian banks in the date of issuing the offer. If the rate changes significantly between purchase order date and invoice date, ELECTRONIL Reserve the right to adjust the price to reflect the prevailing rate at the invoicing time.

3. Discounts are calculated on the unit price and the discount percentage is only an indicative, the discount value presented should be used as the true discount value.

4. Lead time is estimated at the time of Quotation but may be subject to change at the time of order, for accurate lead times, please contact ELECTRONIL Sales Team.

1. Unless otherwise agreed by ELECTRONIL in writing, the Terms of payment shall be cash against delivery and/or invoice for any Product or Service. No Discounts or allowances will be made unless specifically agreed by ELECTRONIL in writing.

2. The Terms of payment for Service works shall be a deposit of 75% of the estimated cost for the work with the balance payable against invoice unless specifically arranged otherwise and confirmed in writing by ELECTRONIL.

3. In the event of the Customer failing to effect Payment for the Product and/or Service by the due date, ELECTRONIL Shall be entitled without prejudice to any other rights:

• To Repossess the Product, and for the purpose thereof ELECTRONIL Shall be entitled to enter any premises where the Product is stored or where it is reasonably thought to be stored.
• To Hold the Product for a period of 45 days and then have the right to sell it to recover any Outstanding Payments due that will include storage charges, charges incurred in Selling the Product.
• To Seize the Machine and hold it until all Outstanding charges for the Service have been made including any Storage Charges and Interest Due.

1. Any Time or Date given by ELECTRONIL in respect of dispatch Delivery shall be deemed an estimate only, and ELECTRONIL Shall not be liable for the consequences of any Delays.

2. Unless otherwise Agreed in Writing, the Delivery shall take place at ELECTRONIL's Warehouses and/or at a premises specified by ELECTRONIL.

3. No responsibility will be taken for any Discrepancy in the Quality or Quantity of the Product Supplied unless notified to ELECTRONIL at the time of Delivery and followed up in Writing within 7 days.

4. Any Product in respect of which no notification is given as aforesaid shall be deemed to be in all respects delivered in accordance with the Contract and the Customer shall be obliged to accept and pay it.

5. When Service has been completed on a Machine, ELECTRONIL Will give notice to the Customer in Writing sent to the Customer address that the Products are ready for collection against cleared Payment of all Outstanding Costs invoiced for the Service. Any notice sent to the Customer by Post will be deemed to have been Received by the Customer 14 days after Posting by registered post and upon proof of posting by ELECTRONIL Notice to the Customer shall be deemed to have been duly given.

1. ELECTRONIL Will not Accept any Product for Return unless it was Purchased from ELECTRONIL.

2. ELECTRONIL Will decide if a Part will be Accepted for Return to ELECTRONIL and ELECTRONIL's Decision will be final.

3. Any Part that is Accepted by ELECTRONIL for Return will be subject to 20% re-stocking charge on the Invoice price paid.

4. Any Credit given by ELECTRONIL for a Part that has been Returned will be given in the form of a Credit Note to be used to offset any existing Outstanding Invoices owed to ELECTRONIL by the Customer or to be used against future Purchases from ELECTRONIL by the Customer.

5. A Product other than a Part is not normally Returnable unless under special arrangement with ELECTRONIL When a 10% handling charge will be levied.

1. Unless otherwise specified by ELECTRONIL, the risk shall pass on Delivery of the Product to the Customer, or his Carrier, or to such Delivery address as specified by the Customer, whichever occurs sooner.

2. The Product shall remain the sole and absolute property of ELECTRONIL, as legal and equitable owner, until the full Contract price has been paid, and the Customer acknowledges that he is in possession of the Product solely as bailee for ELECTRONIL, until such time as the full Contract price has been paid, or when ELECTRONIL's Responsibility ceases under clause G1.

3. If, by reason of instructions, or lack of instructions from the Customer, or any other acts or omissions by the Customer dispatch in accordance with the Contract is delayed, the risk of loss or damage to the Product shall pass to the Customer, and the Customer shall be liable to Pay all charges, including but not limited to Storage Charges which arise as a result of the delay.

4. ELECTRONIL Accepts no Liability or Responsibility for loss or damage to any Product stored, carried, driven or handled in any way by ELECTRONIL, or ELECTRONIL's Staff on behalf of a Customer howsoever caused, this includes but is not limited to a Machine brought to ELECTRONIL for Service.

5. ELECTRONIL Shall not be obliged to take any special precautions to store a Machine under cover or protection from the weather and shall not be liable for any claim arising out of any deterioration whether such alleged deterioration occurs before or after any Service may be affected.

1. All Technical Specifications, Drawings, Catalogues, Illustrations and Weights, Volumes and Dimensions submitted with a Quotation are approximate only and none of these shall form Part of the Contract Terms. And in any event, figures for performance of the Product vary according to the nature of the site upon which the Product is being used and circumstances of use.

1. Any defect identified by the Customer may be inspected by ELECTRONIL at the discretion of ELECTRONIL.

2. The decision of ELECTRONIL Shall be final in judging if a defect is Covered by the Manufacturer's Warranty.

3. ELECTRONIL Offers a Service Warranty on Workmanship for any Service carried out for 30 days from date of Invoice. This warranty is limited to correcting any fault identified as resulting from poor Workmanship.

4. ELECTRONIL Will not be liable for any consequential loss resulting out of any defect, delay or breach howsoever arising.

5. No warranty is given on or implied on any used Product. The Customer should Inspect any used Product prior to purchase and must rely solely on his own assessment of its Condition, Quality, Fitness for Purpose and Compliance with Statutory Requirements.

1. ELECTRONIL Shall not be liable for any failure to supply any Product or Service, where such' failure arises by reasons of Riot, Civil Commotion, Terrorism, Nuclear Disasters, Wars whether Declared or Not, Accident, Shortened Hours of Labor, Strikes, Lock-Outs, Mechanical Breakdown, Failures by Third Parties to Supply Raw Materials, Storm, Flood, Fire, or any other Circumstance whether of the kind above mentioned or not beyond the control of ELECTRONIL.

1. Placement of an order for Acceptance of, or Payment for the Product or Service by the Customer or any other act or conduct of the Customer shall constitute unqualified Acceptance by the Customer of the ELECTRONIL Terms and Conditions of Sales.

2. No purported variation or waiver of these Terms and Conditions of Sales shall be of any effect unless in Writing and signed by ELECTRONIL Director.

1. Any Contract for supply of any Product and/or Service shall be construed according to the laws of Egypt.

1. These Terms and Conditions replace and prevail on any previous agreement between ELECTRONIL and the Customer.

1. In these Conditons, the following words and expression shall have the following meanings except where the context otherwise requires:

• Customer: Means the Person or Persons or Firm or Company purchasing any Product or Service from ELECTRONIL and whose name is mentioned on the Cover page of the Agreement.
• Agreement: Means the Service & Maintenance Agreement or Contract for the Services entered into by ELECTRONIL and the Customer.
• Conditions: Means these General Terms and Conditions for Service and Maintenance which are incorporated into and forms as a part of the Agreement.
• Equipment: Means the Equipment and/or Equipments listed under Scope of Services.
• Fee: Means the fee payable for the Services as specified in the Agreement.
• Additional Charge: Means a charge payable by the Customer for additional services outside the scope of the Agreement including without limitation, the supply of spareparts and/or products.
• Party: Means the Customer or ELECTRONIL, and "Parties" Means both of them.
• Services: Means the maintenance and other services provided in respect of the Equipment detailed under Scope of Services in the Agreement.
• Service Time: Means the period set out in Clause 2 herein.
• Site: Means the premises where the Services are provided for the Equipment.
• Term: Means the duration of the Agreement.

2. ELECTRONIL Shall provide the Services to Customer in accordance with this Agreement. In the event of any inconsistency between these Conditions and other documents forming part of the Agreement, the following order or priority shall apply:

a) These General Terms and Conditions for Service and Maintenance.
b) The Service and Maintenance Agreement between Parties.

1. The Services shall be performed within the Service Time, which shall be between 9^am and 5^pm local time, Sundays to Thursdays, Public Holidays excluded unless otherwise agreed in under Scope of Services.

2. Response times for corrective maintenance services shall be as set out under Scope of Services or as otherwise agreed between the Parties.

1. During the Term, ELECTRONIL Shall at their discretion undertake such modifications, changes or enhancements to the Equipment and/or implement any practice, procedure or measure, which is deemed by ELECTRONIL to be necessary and/or to prevent or minimize damage to the Equipment.

2. ELECTRONIL Will before undertaking any such modification, change or enhancement etc. as mentioned in C1 above, explain to the Customer, if ELECTRONIL Deems necessary, the need and cost (where applicable) of such modification, change or enhancement. The Customer shall pay any Additional Charge for such modification, change or enhancement according to Clause G2.

1. The Services do not include, if not otherwise stated in the Agreement:

a) Repair of damage arising from the act, error, fault, neglect, misuse, improper operation or omission of the Customer or its servants, agents, cntractors or invitees or any person whether or not that person is under the control or direction or authority of the Customer.
b) Repair of damage arising from changes, alterations, additions or modifications of the Equipment by a person other than ELECTRONIL.
c) Repair of damage caused by incorrect power supply, failure of electrical power, humidity control or any environmental factor.
d) Repair of damage caused by the operation of the Equipment other than in accordance with the specifications or otherwise than in accordance with the direction, instruction or recommendations of ELECTRONIL or its personnel.
e) Repair of damage arising from the re-installation, moving or removing of the Equipment by a person other than ELECTRONIL.
f) Repair of damage caused by any circumstances beyond ELECTRONIL reasonable control.
g) Furnishing or supplying maintenance of accessories, attachments, supplies, spareparts, consumables or items associated with the Equipment unless otherwise provided under Scope of Services.
h) Work performed outside ELECTRONIL Service Time.
i) The cost of any Equipment or part whether spare part, consumable or otherwise supplied, unless otherwise provided under Scope of Services.
j) The upgrading of or retrofiting of improvements or major modification to the Equipment.

2. ELECTRONIL May at the Customer’s option provide any of the services referred to in clause D1 or any other services requested by the Customer, at the relevant Additional Charge. ELECTRONIL shall inform the Customer of the associated Additional Charge, and the Customer shall accept the Additional Charge before the services are performed. The Additional Charge shall be payable by the Customer according to clause G2.

1. The Customer shall undertake to release all Equipment which is being maintained by ELECTRONIL from all operational demands when so requested to do so by ELECTRONIL in order for ELECTRONIL to perform the Services. Alternatively, the Customer shall ensure that ELECTRONIL Personnel have full and safe access to the Equipment at all reasonable times for the purpose of providing the Services.

2. The Customer will ensure that ELECTRONIL Personnel or representatives are provided a safe and secure work environment at all times while they are on the Site to enable work to be carried out.

3. The Customer shall provide on request a suitably qualified or informed representative, agent or employee to accompany ELECTRONIL Personnel when providing the Services to exercise unrestricted access to the Site and the Equipment and otherwise to perform the Services effectively.

4. The Customer shall supply auxiliary facilities and services when requested by ELECTRONIL as necessary for the provision of the Services. The auxiliary facilities and services shall include without limitation:

a) Lighting for all work areas;
b) Main and auxiliary electrical power necessary for the operation of all equipment, capable of being isolated either by isolating switches, removal of fuses or other means to the reasonable satisfaction of ELECTRONIL.

5. Nothing in this Agreement or in any other document in any form shall relieve the Customer from its obligations to perform normal day to day maintenance on the Equipment as per the Operator’s Manuals supplied by the Equipment manufacturer and/or ELECTRONIL including but not restricted to normal cleaning procedures, checks and adjustments designed for operational use.

6. During the continuance of the Agreement, the Customer shall not carry out or attempt to carry out modifications to, repair of, experiments on, or maintenance of the Equipment other than day to day maintenance and the Customer shall not permit any other person except ELECTRONIL Personnel or representatives to carry out such work unless prior written approval has first been obtained from ELECTRONIL.

1. In the case of Services for which an Additional Charge is payable by the customer for replacement of spareparts, title in such replacement or spareparts shall pass to the Customer only upon full payment of the Additional Charge. Unless otherwise agreed in writing between the Parties, risk of damage to or loss of replacement spareparts shall pass to the Customer as soon as they are delivered to the Customer’s designated premises.

2. Where parts of the Equipment have been replaced by or upon the instruction, recommendation or direction of ELECTRONIL or otherwise, title in the replaced parts will pass to ELECTRONIL upon removal from the Equipment.

1. The Customer shall pay all Fees at the rate and in the manner specified in the Agreement.

2. The Customer shall pay the Fee, all Additional Charges and any cost wherever and howsoever incurred within fourteen (14) days from the date of ELECTRONIL Invoice.

3. If the Customer fails to make full payment on the due date, then without prejudice to any other right or remedy available to ELECTRONIL, ELECTRONIL shall be entitled to:

a) Suspend any further Services or other obligations to the Customer under the Agreement (without being liable to Customer for any losses so caused);
b) At its sole discretion, apply any monies received from the Customer in relation to the Agreement or any other contract or agreement between the Customer and ELECTRONIL, including but not limited to deposits or security payments, towards the payment of the relevant invoice; and/or
c) Charge the Customer interest on the amount unpaid on a daily basis at the rate of one percent (1%) per day from the due date until payment in full is received by ELECTRONIL.

1. ELECTRONIL Shall provide all the necessary tools, equipment, testing and diagnostic apparatus which ELECTRONIL requires in order to carry out the Service unless otherwise agreed.

1. Except as expressly provided in this Agreement, all terms, conditions, warranties, undertakings or representations whether express, implied, statutory or otherwise relating in any way to the Services or to this Agreement are excluded. Without limiting the generality of the foregoing, ELECTRONIL shall not be under any liability to the Customer for any loss of profit (actual or anticipated), loss of use, loss of production, loss of contracts, loss of opportunities, loss of revenue, cost of capital, costs of replacement, loss of goodwill, loss of reputation, loss of information or data, loss from any third party contracts, loss due to business interruption, loss of interest, loss of power, contractual claims from third parties or any indirect, incidental, special or consequential losses or damages arising from or in connection with its performance or non-performance under this Agreement and whether based upon contract, tort, or any other legal theory. This Clause I1 shall apply to the benefit of ELECTRONIL Personnel and ELECTRONIL Subcontractors.

2. Notwithstanding any other provision of this Agreement ELECTRONIL total cumulative liability for any act or omission, whether in contract, tort (including negligence or strict liability) or any other legal or equitable theory during the Term of this Agreement shall not exceed in the aggregate, (10%) of the Fee payable under this Agreement. This Clause I2 shall apply to the benefit of ELECTRONIL Personnel and ELECTRONIL Subcontractors.

1. ELECTRONIL Warrants that:

a) it will provide the Services in a proper, workmanlike and professional manner at all times;
b) it will exercise the reasonable standards of skill, care and diligence in the performance of the Services;
c) it will retain a sufficient number of personnel with the expertise required to provide the Services; and
d) its personnel possess the required skills and experience required to provide the Services.

2. The above warranties shall not replace or supersede the warranty applicable to the Equipment as specified in any sale and purchase agreement.

1. The Parties will use their best efforts to negotiate in good faith and settle any dispute that may arise out of or relate to this Agreement or any breach of it. If any such dispute cannot be settled amicably through ordinary negotiations between representatives of the Parties, the dispute shall be referred to the management of each Party who will meet in good faith in order to try and resolve the dispute.

2. For such conflicts that cannot be mutually resolved, Egyptian law shall apply.

1. Except where otherwise specified in a context or elsewhere within these Terms and Conditions the following words shall be construed as indicated hereunder:

• Vendor: Means the Supplier of any Product and/or Service to ELECTRONIL.
• Product: Means any item Supplied by the Vendor to ELECTRONIL, can include but is not limited to, Parts, Materials, Hardware, and Machines.
• Order: Means the purchase order or work statement, form or quote under which an order is placed by ELECTRONIL to Vendor covering the Agreement in relation to the supply of Products by the Vendor.
• Taxes: Means any sales, use, service, value added, products and services, consumption, cess or duties or other similar taxes or duties in any country which are chargeable on any sum payable in connection with the purchase of the Products.

2. These Terms and Conditions for Purchase (collectively, the "Agreement") apply in respect of an agreement between ELECTRONIL POWER SOLUTIONS Set forth in the Order ("ELECTRONIL") and the Vendor in relation to a purchase order or a work statement, and are in addition to the terms and conditions in the Order.

3. Except for the terms and conditions in the Order which are controlling, the terms and conditions under this Agreement are binding between the ELECTRONIL and the Vendor and supersede and replace any Vendor terms and conditions or previous agreements for the Products in scope. Any amendment or modification of this Agreement shall not become binding unless agreed upon in writing in the Order between the parties governing the individual transactions covered by this Agreement.

4. Unless expressly stipulated under this Agreement, ELECTRONIL expressly rejects any incorporation attempt by the Vendor of any other terms and conditions, whether from the Vendor or from what is common industry practice, and whether such attempt is made in relation to offering, correspondence, website, order acceptance, counter party compliance inquiries, invoicing or other means.

5. The headings in this agreement are for convenience only and shall not affect its interpretation.

1. The Vendor warrants that the Products corresponds with the description in the Order and any applicable specifications; are new (unless otherwise indicated in the Order), of good and merchantable quality and fit for any purpose held out by the Vendor, or made known to the Vendor by ELECTRONIL expressly or by implication, and in this respect ELECTRONIL relies on the Vendor's skill and judgement.

2. The Vendor shall be responsible for ensuring all inspections and testing of the Products is properly and adequately performed. The Products shall be subject to final inspection and acceptance or rejection by ELECTRONIL upon arrival at their destination as specified in the Order. If following inspection or testing ELECTRONIL considers that the Products do not conform or are unlikely to comply with the Vendor's obligations, ELECTRONIL shall inform the Vendor and the Vendor shall immediately take the necessary remedial action to ensure compliance.

3. The Vendor shall ensure that the Products are properly packed and secured in such a manner as to enable them to reach their destination in good condition and the Vendor shall deliver the Products to ELECTRONIL during ELECTRONIL's usual business hours or those otherwise agreed with ELECTRONIL.

4. Any third-party products sold by the Vendor may carry their own warranties and Vendor shall pass through to ELECTRONIL any and all such warranties to the fullest extent. Exercise of such warranty shall be directly between Vendor and the third-party provider.

5. In the event any maintenance services are provided as part of a combined offering with the purchase of the Products, Vendor warrants that it will perform each maintenance service using reasonable care and skill and according to its current description (including any completion criteria) contained in this Agreement.

6. This warranty clause is in addition to and not to the exclusion of any warranty or service guarantee stated in the Order, offered by the Vendor or implied or required by applicable law.

1. ELECTRONIL reserves the right at any time to make changes to the Order or any part thereof upon written notice to the Vendor. No change to or modification of the items, specifications, terms, conditions and prices appearing on the Order shall be binding upon ELECTRONIL unless expressly agreed to in writing by the Vendor and ELECTRONIL.

1. Property or title to and risk in the Products shall remain with the Vendor until they are delivered at the point specified in the Order and accepted by ELECTRONIL by signing a delivery order. Passing of property or title to the Products shall not affect the right to reject the Products.

1. Time is of the essence for the Order. The time stipulated for delivery of the Products shall be strictly adhered to. If the Products are not delivered on time, or do not comply with the undertakings set out in clause B, then without limiting any of its other rights or remedies, and whether or not it has accepted the Products, ELECTRONIL may exercise any one or more of the following remedies:

• Cancel the Order without any penalty to ELECTRONIL;
• To reject the Products (in whole or in part) and return the Products to the Vendor at the Vendor's own expense;
• To require the Vendor to repair or replace the rejected Products, or to provide a full refund of the price of the rejected Products (if paid);
• Claim damages for any additional costs incurred by ELECTRONIL which are attributable to The Vendor's failure to deliver the Products on the due date.

2. The Vendor must collect rejected Products within a reasonable period after notification of rejection.

3. Any maintenance services shall be subject to written acceptance by ELECTRONIL at its sole discretion. Any maintenance services not accepted by ELECTRONIL should be rectified by the Vendor at no additional cost within 14 calendar days of notification by ELECTRONIL of the matter.

4. In the event the Products delivered by the Vendor do not conform with the Order whether by reason of not being of the quality or in the quantity or measurement stipulated or being unfit for the purpose they are required, ELECTRONIL shall have the right to reject such Products within a reasonable time of their delivery and inspection and to purchase the Products elsewhere and to claim for any additional expense incurred without prejudice to any other right which ELECTRONIL may have against Vendor. Any prior payments made by ELECTRONIL shall not prejudice ELECTRONIL's right of rejection. Acceptance of any part of the Order shall not bind ELECTRONIL to accept future shipments of non-conforming Products, nor deprive it of the right to return non-conforming Products. At ELECTRONIL's option, it may cancel the Order for rejected Products, obtain a refund, or require Vendor to repair or replace such Products without charge and in a timely manner. The Vendor shall be liable for all costs incurred by ELECTRONIL to return rejected Products.

1. The price of the Products is the price stated on the Order. The Vendor must attach the acknowledged delivery receipt and a copy of the Order to the invoice or billing statement and forward all documents to the Finance/Accounting Department of ELECTRONIL for payment processing. Unless otherwise stated in the Order, ELECTRONIL shall pay all properly invoiced/billed amounts due to Vendor within thirty (30) calendar days after receipt of such invoice or billing statement, except for any amounts disputed by ELECTRONIL. The Vendor must issue an official receipt to evidence payment by ELECTRONIL.

2. The payment by ELECTRONIL of any amount (whether in dispute or not) will not constitute acceptance of the Products or admission of any liability or of any obligation to make that payment.

3. ELECTRONIL may deduct from monies due or to become due to the Vendor the following amounts (plus Taxes, if any, in respect of deductions payable):

• All debts and monies due from the Vendor to ELECTRONIL arising from or in connection with this Order; and
• All liabilities which ELECTRONIL may have paid, suffered or incurred and which Vendor is liable to bear pay or reimburse to ELECTRONIL.

1. Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice if either party commits a material breach of any term of the Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so.

2. Termination of the Agreement, however arising, shall not affect any of the party’s rights and remedies that have accrued as at termination, including the right to claim damages in respect of any breach of this Agreement which existed at or before the date of termination.

3. Any provision of the Agreement that expressly or by implication is intended to come into or continue in force on or after termination shall remain in full force and effect.

1. The terms and conditions set out herein apply to the Agreement between ELECTRONIL and the Vendor to the exclusion of any other terms that the Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. For the avoidance of doubt, any Supplier pre-printed terms and conditions produced, signed or stamped by either the Supplier or the Client and for whatever purpose during the currency of this Agreement are hereby disallowed. And No one other than a party to this Agreement shall have any right to enforce any of its terms.

1. Any Contract for supply of any Product and/or Service shall be construed according to the laws of Egypt.