CITINET GROUP STANDARD TERMS AND CONDITIONS OF SALE
Products and Services
These Standard Terms and Conditions of Sale ("Terms") govern the sale of products ("Products") and the provision of services ("Services") by Citinet Group, together with its subsidiaries and affiliates ("Citinet Group," "we," "us," or "our"), to any individual or entity that purchases Products or Services from us ("Customer," "you," or "your"). By placing an order, signing a quotation or order form, or accepting delivery of Products or Services, Customer agrees to be bound by these Terms.
Effective Date: These Terms apply to all orders placed on or after the date Customer accepts them, and supersede any prior versions.
1. Definitions
• "Agreement" means, collectively, these Terms, any applicable Order Form, quotation, statement of work, or service agreement, and any exhibits or schedules incorporated by reference.
• "Order" means a purchase order, order form, or written request submitted by Customer and accepted by Citinet Group.
• "Products" means any hardware, software, materials, or other goods sold by Citinet Group.
• "Services" means any installation, consulting, support, maintenance, subscription, or other services provided by Citinet Group.
• "Documentation" means user guides, specifications, and other materials supplied by Citinet Group describing the use of the Products or Services.
2. Acceptance of Orders
2.1 All Orders are subject to acceptance by Citinet Group in its sole discretion. An Order is not binding until confirmed in writing (including by email) or fulfilled by delivery of the Products or commencement of the Services.
2.2 Any terms contained in a Customer purchase order or other Customer document that conflict with, or add to, these Terms are rejected and have no effect unless expressly agreed to in a writing signed by an authorized representative of Citinet Group.
2.3 Quotations issued by Citinet Group are valid for thirty (30) days from the date of issue unless otherwise stated, and do not constitute an offer capable of acceptance by Customer alone.
3. Pricing and Payment
3.1 Prices are as stated in the applicable Order or quotation and are exclusive of applicable taxes, duties, shipping, and handling charges, which are the responsibility of Customer unless otherwise agreed.
3.2 Unless otherwise specified in the Order, payment is due within thirty (30) days of the invoice date ("Due Date").
3.3 Amounts not paid by the Due Date accrue interest at the lesser of 1.5% per month or the maximum rate permitted by applicable law, and Citinet Group may suspend delivery of Products or performance of Services until outstanding amounts are paid in full.
3.4 Citinet Group may modify prices for future Orders at any time by providing reasonable notice. Prices for accepted Orders will not change except as expressly permitted by the Agreement.
4. Delivery of Products
4.1 Delivery dates provided by Citinet Group are estimates only. Citinet Group is not liable for any loss or damage arising from delay in delivery.
4.2 Unless otherwise agreed in writing, delivery is made Ex Works (EXW, Incoterms 2020) from Citinet Group's shipping location, and risk of loss passes to Customer upon delivery to the carrier.
4.3 Customer is responsible for inspecting Products upon receipt and must notify Citinet Group of any shortage, defect, or damage within five (5) business days of delivery, failing which the Products are deemed accepted.
5. Provision of Services
5.1 Services will be performed substantially in accordance with the applicable statement of work or Order, using reasonable skill and care consistent with generally accepted industry standards.
5.2 Customer will provide timely access, information, personnel, and cooperation reasonably necessary for Citinet Group to perform the Services. Delays caused by Customer's failure to do so may result in adjusted timelines or additional charges.
5.3 Any service levels, response times, or availability commitments apply only if expressly set out in a separate service level agreement referenced in the applicable Order.
6. Customer Responsibilities
• Provide accurate and complete ordering, billing, and technical information.
• Use the Products and Services only for lawful purposes and in accordance with the Documentation and applicable law.
• Obtain and maintain any third-party licenses, permits, or consents necessary for Customer's use of the Products or Services.
• Maintain the confidentiality of any credentials or access provided in connection with the Products or Services.
7. Title and Risk
7.1 Title to Products passes to Customer only upon receipt by Citinet Group of payment in full for the relevant Products, notwithstanding that risk of loss may have passed earlier under Section 4.2.
7.2 Until title passes, Customer will store the Products separately, keep them in good condition, and not encumber, resell, or dispose of them other than in the ordinary course of business.
8. Intellectual Property
8.1 All intellectual property rights in the Products, Services, Documentation, and any related software, firmware, or materials remain the exclusive property of Citinet Group or its licensors.
8.2 Except as expressly set out in the Agreement, no license or right is granted to Customer in respect of any such intellectual property other than a non-exclusive, non-transferable right to use the Products and Services for Customer's internal business purposes.
8.3 Customer will not reverse engineer, decompile, disassemble, or attempt to derive the source code of any software forming part of the Products or Services, except to the extent such restriction is prohibited by applicable law.
9. Limited Warranty
9.1 Citinet Group warrants that, for a period of twelve (12) months from delivery (or as otherwise stated in the applicable Order) ("Warranty Period"), the Products will materially conform to their published specifications and be free from material defects in materials and workmanship under normal use.
9.2 Citinet Group warrants that Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards.
9.3 The warranties in this Section do not apply to defects resulting from misuse, unauthorized modification, improper installation, accident, or normal wear and tear. Customer's exclusive remedy for breach of the warranties in this Section is, at Citinet Group's option, repair, replacement, or re-performance, or a refund of amounts paid for the affected Products or Services.
9.4 EXCEPT AS EXPRESSLY SET OUT IN THIS SECTION 9, THE PRODUCTS AND SERVICES ARE PROVIDED "AS IS," AND CITINET GROUP DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
10. Limitation of Liability
10.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.2 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS, BREACH OF CONFIDENTIALITY, OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CITINET GROUP FOR THE SPECIFIC PRODUCTS OR SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
10.3 Nothing in this Agreement limits or excludes either party's liability where such limitation or exclusion is not permitted under applicable law, including liability for death or personal injury caused by negligence or for fraud.
11. Indemnification
11.1 Citinet Group will defend Customer against any third-party claim alleging that the Products, as delivered and used in accordance with the Documentation, infringe such third party's intellectual property rights, and will indemnify Customer for damages finally awarded, provided Customer promptly notifies Citinet Group of the claim, grants Citinet Group control of the defense, and provides reasonable cooperation.
11.2 Customer will indemnify and hold Citinet Group harmless from any claims, damages, or expenses arising from Customer's misuse of the Products or Services, breach of the Agreement, or violation of applicable law.
12. Confidentiality
12.1 Each party may receive confidential or proprietary information of the other party in connection with the Agreement ("Confidential Information"). Each party will use the other party's Confidential Information solely to perform its obligations under the Agreement and will protect it using at least the same degree of care it uses to protect its own confidential information, and no less than a reasonable degree of care.
12.2 Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party without an obligation of confidentiality, or is independently developed without use of the disclosing party's Confidential Information.
13. Term and Termination
13.1 The Agreement remains in effect until all Orders issued under it have been fulfilled or terminated, unless earlier terminated as set out below.
13.2 Either party may terminate an Order or the Agreement if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days of written notice.
13.3 Citinet Group may suspend or terminate an Order immediately if Customer fails to make payment when due or becomes insolvent, subject to bankruptcy or insolvency proceedings, or ceases to conduct business in the ordinary course.
13.4 Upon termination, Customer will pay for all Products delivered and Services performed up to the date of termination. Sections that by their nature should survive termination (including Sections 8, 9.4, 10, 11, 12, and 15) will survive.
14. Force Majeure
Neither party will be liable for any failure or delay in performance (other than payment obligations) resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labor disputes, governmental action, pandemic, or failure of third-party suppliers or infrastructure.
15. General Provisions
15.1 Governing Law and Venue. The Agreement is governed by the laws of the jurisdiction specified in the applicable Order, without regard to conflict-of-laws principles. The parties consent to the exclusive jurisdiction of the courts located in that jurisdiction, unless otherwise specified in the Order.
15.2 Assignment. Customer may not assign or transfer the Agreement without Citinet Group's prior written consent. Citinet Group may assign the Agreement in connection with a merger, acquisition, or sale of substantially all of its assets.
15.3 Notices. Notices under the Agreement must be in writing and delivered to the address specified in the applicable Order, or such other address as a party designates in writing.
15.4 Severability. If any provision of the Agreement is held unenforceable, the remaining provisions will remain in full force and effect, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.
15.5 Waiver. No failure or delay by either party in exercising any right under the Agreement will operate as a waiver of that right.
15.6 Entire Agreement. The Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, or communications, whether written or oral.
15.7 Amendment. Citinet Group may update these Terms from time to time. Updated Terms apply prospectively to Orders placed after the effective date of the update, unless otherwise required by law.
15.8 Export Compliance. Customer will comply with all applicable export control and economic sanctions laws in connection with its use of the Products and Services.
Citinet Group
Bada Cas, Road N0- 1 90901
Hargeisa, Somaliland
100748032
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