General Terms and Conditions of Sale

Status: May 23, 2025

General Terms and Conditions of Sale for Supplies and Services of FIDELITY INDUSTRY, hereinafter referred to as “Seller.”

1. Applicability

1.1. These General Terms and Conditions of Sale (hereinafter referred to as “GCS”) shall apply to any – including future – contractual relationship with regard to the delivery of products from FIDELITY INDUSTRY (hereinafter referred to as “Seller”) to the customers of the Seller (hereinafter referred to as “Buyer” and jointly referred to as “Parties”), unless the Parties have expressly agreed otherwise in writing.
1.2. Deviating General Terms and Conditions shall not be accepted and shall not be part of the contract even without express written objection by the Seller.

2. Conclusion of Contract and Changes

2.1. Offers of the Seller are non-binding. The Buyer’s order shall be deemed a binding offer. A contract is only concluded if the Seller accepts an order from the Buyer in writing within 14 working days (Sunday to Thursday in Qatar; Monday to Saturday in Pakistan) or delivers the products to the Buyer.
2.2. The possibility of acceptance in writing also includes the acceptance by EDI, fax, or e-mail.
2.3. Any modification or amendment of a contract for the supply of products requires a prior express written consent between the Parties.

3. Supply, Transfer of Risk, Customs

3.1. Unless otherwise agreed in writing, all deliveries shall be made exclusively Ex Works (EXW Incoterms in their current version) from our production facility in Sialkot, Pakistan. Clauses deviating from the aforesaid shall be agreed and interpreted in accordance with the corresponding Incoterms of the International Chamber of Commerce in Paris.
3.2. In the absence of a special agreement, packaging shall be at the Seller’s choice and against payment. Unless otherwise agreed, the Buyer shall dispose of the packaging.
3.3. Shipment shall be at the expense and risk of the Buyer. A transport insurance is concluded by the Buyer.
3.4. Delivered equipment and auxiliary materials shall be assembled by the Buyer. If the Seller undertakes assembly and/or commissioning on the basis of an additional express agreement, the Seller’s General Conditions of Assembly shall apply.
3.5. Partial deliveries are permitted.

4. Delivery Schedule, Delay, Acceptance and Inspection of Incoming Goods

4.1. Unless otherwise agreed by the Parties, the Seller’s delivery period shall be 8 (eight) weeks. The delivery period shall commence upon acceptance of the contract offer, but not before the Buyer has provided the documents, licenses, permits, and other formalities to be procured by the Buyer and, if applicable, before the agreed advance payments have been made.
4.2. If the Parties agree to modify or supplement the contract, the delivery period to be observed shall be extended by a reasonable amount in accordance with the circumstances.
4.3. The occurrence of a delay in delivery on the part of the Seller as well as the liability for such a delay shall be governed by the statutory provisions.
4.4. The Buyer shall bear the costs for storage, insurance, protective measures, etc. incurred due to a default in acceptance. In the event of default in acceptance, the Buyer shall pay the Seller 0.3% of the respective order value for each commenced calendar day of the delay, but not more than 5% of the respective order value, as a contractual penalty. The right to claim further damages remains unaffected. Any contractual penalty paid shall be set off against the damage of delay to be compensated by the Buyer.
4.5. The Buyer must inspect the products immediately upon receipt in accordance with applicable commercial laws and notify the Seller of any defects promptly.

5. Terms of Payment

5.1. All prices are understood to be Ex Works (EXW Incoterms in their current version) from our production facility in Sialkot, Pakistan, excluding any applicable taxes (such as VAT or sales tax) and packaging. Buyers are responsible for all import duties, customs fees, and local taxes.
5.2. Unless otherwise agreed, all payments shall be made by advance payment or by the provision of an irrevocable and confirmed letter of credit no later than 6 weeks prior to the delivery date. The “Uniform Customs and Practice for Documentary Credits” of the International Chamber of Commerce in Paris shall apply. Unless otherwise agreed, all payments shall be made in USD (United States Dollars) and shall be made by bank transfer to the account specified by the Seller.
5.3. In the event of non-payment, the Buyer shall be in default upon expiry of the payment period. During the period of default, interest shall be charged on the payments at the statutory default interest rate respectively applicable. The Seller expressly reserves the right to assert further claims for damages caused by default.
5.4. If special circumstances give rise to considerable doubts of the Buyer’s creditworthiness, all claims arising from the business relationship shall become due immediately, and the Seller shall be entitled to demand delivery against advance payment as well as advance payment before production release. If partial payment has been agreed and the Buyer remains in default with an amount of more than 10% of the outstanding purchase price, the entire outstanding balance shall become due for payment immediately.
5.5. In the case of customer-specific products (custom-made products, special orders) or variants thereof, the Seller shall in principle be entitled to an advance payment in the amount of two-thirds of the agreed purchase price, payable no later than 3 weeks prior to commencement of production.
5.6. The Buyer shall only have rights of set-off or retention with respect to claims which have been determined to be enforceable by a court of law. The Buyer’s rights in the event of defects shall remain unaffected.

6. Warranty

6.1. If the products are defective, the statutory provisions shall apply unless otherwise specified below.
6.2. The Seller’s liability for defects shall be based on the quality of the products agreed between the Parties in the form of agreed specifications, drawings, technical specifications, or other (technical) documents. If a quality has not been agreed, it shall be assessed according to the statutory provisions whether a defect exists or not.
6.3. If the Products have been developed and/or manufactured on the basis of certain specifications of the Buyer (e.g., custom-made products), the Seller shall not be liable under the warranty for defects arising from such specifications of the Buyer.
6.4. The Seller may, at its discretion, remedy a defect (repair) or deliver a defect-free product (replacement) as subsequent performance.
6.5. After agreement with the Seller, the repair can also be carried out by the Buyer and takes place at the contractually determined location of the recipient. If the recipient’s location differs from the Buyer’s registered office, this must be disclosed to the Seller. Otherwise, the higher costs necessarily incurred as a result shall not be assumed. The Buyer is obliged to cooperate within reason in the repair of defects against reimbursement of costs and in accordance with the Seller’s instructions.
6.6. The limitation period for the Buyer’s warranty claims shall be 12 (twelve) months and shall commence upon transfer of risk on the products. If acceptance is necessary, the limitation period shall commence upon acceptance of the products.
6.7. The Buyer’s claims based on defects require that he has duly fulfilled his obligations to inspect and give notice of defects in accordance with applicable commercial laws.

7. Liability

7.1. Unless otherwise stated in these GCS including the following provisions, the Seller shall be liable for any breach of contractual or non-contractual obligations in accordance with the statutory provisions.
7.2. The Seller shall be liable for damages – for whatever legal reason – within the scope of fault-based liability exclusively in cases of intent and gross negligence. In the event of simple negligence, the Seller shall only be liable in accordance with the statutory provisions for: a. damages resulting from injury to life, body, or health, b. damages resulting from the not inconsiderable breach of an essential contractual obligation (obligation whose fulfillment makes the proper execution of the contract possible in the first place and on whose observance the Buyer regularly relies and may rely); in this case, however, the Seller’s liability is limited to the damage typically occurring.
7.3. The limitations of liability resulting from Section 7.2 shall also apply in the event of breach of duty by or for the benefit of persons whose fault the Seller is responsible for in accordance with the statutory provisions. However, they shall not apply if the Seller has fraudulently concealed a defect or has assumed a guarantee for the quality of the products or for claims of the Buyer under the Product Liability Act.
7.4. The Buyer may only rescind or terminate the contract due to a breach of duty that does not consist of a defect if the Seller is responsible for the breach of duty. A free right of termination on the part of the Buyer is excluded. Otherwise, the statutory requirements and legal consequences shall apply.
7.5. For products in the field of electromedicine, the safety regulations applicable in Pakistan and the destination country shall apply.

8. Devices, Plans, Sales Documents

8.1. The Seller shall be entitled to dispose at its discretion of devices manufactured for special (customer-specific) parts within one year of the execution of the last order. This shall also apply to any portion of the costs invoiced.
8.2. All rights to devices, drawings, drafts, and plans manufactured by the Seller, in particular patent rights, copyrights, and inventor’s rights, are exclusively entitled to the Seller.
8.3. All sales documents such as catalogs, sample books, price lists, etc. made available to the Buyer shall remain the property of the Seller and shall be returned on request.
8.4. All property rights and copyrights to information originating from the Seller – also in electronic form – shall remain with the Seller.

9. Confidentiality

9.1. The Parties undertake to maintain secrecy with regard to all knowledge, information, in particular technical details, and all documents obtained within the scope of the cooperation. The obligation exists irrespective of whether the information was communicated orally or in writing.
9.2. The confidentiality obligations shall not apply if and to the extent that the relevant information is verifiably generally known, or becomes generally known through no fault of the party obliged to maintain confidentiality, or has been or will be lawfully obtained from a third party, or is already available at the receiving party prior to its transmission by the other party, or must be disclosed due to mandatory regulations or official orders.
9.3. The confidentiality obligations shall continue to apply even after expiry or termination of a contract or an order.

10. Force Majeure

10.1. The Parties shall not be liable for the non-fulfillment of any of its obligations if the non-fulfillment is due to an obstacle beyond its control (“Force Majeure”), in particular one of the following reasons: fire, natural disasters, war, seizure, export ban, embargo or other official measures, general shortage of raw materials, restriction of energy consumption, serious transport accidents, labor disputes (e.g. strike and lockout) or if lack of conformity of suppliers is due to one of these reasons.
10.2. Each Party may terminate the contract by written notice if its execution is prevented for more than 6 months in accordance with clause 10.1. The obligation to pay for partial services already rendered shall remain unaffected.

11. Retention of Title

11.1. To the extent that such retention of title is effective under applicable law, all products delivered shall remain the property of the Seller until all claims arising from the business relationship have been paid in full. If the validity of the retention of title is subject to special conditions or laws in the country of destination, the Buyer shall be responsible for compliance therewith. He shall inform the Seller thereof.
11.2. The Buyer shall assist the Seller in any action necessary to protect the Seller’s property in the country concerned. The Buyer shall inform the Seller immediately if dangers arise for his property. This applies in particular to disposals of third parties or official orders.
11.3. In the event of a breach of duty, in particular default in payment, the Seller is entitled to withdraw from the contract and to take back the goods subject to retention of title after the unsuccessful expiry of a reasonable period set for the Buyer. The setting of a period may be waived in the event of statutory exceptions.
11.4. The Buyer shall insure the delivered products at his own expense against theft, fire, and water damage as well as other risks for the period up to the full payment of the purchase price.
11.5. If the value of the securities exceeds the claims to be secured by more than 10%, the Seller shall release securities of his choice upon request.
11.6. If contractual products subject to retention of title are compounded, processed, or transformed, even together with other items not belonging to the Seller, the Seller shall acquire co-ownership of the new item in the amount of the invoice value of the goods subject to retention of title in proportion to the total value of the new item at the time of processing. Clause 11 shall also apply to the new item.

11. Documentation and Traceability

11.1. Full traceability of materials and critical manufacturing processes must be maintained and documented.
11.2. All relevant documentation (e.g., material certificates, inspection reports, certificates of conformity) must accompany shipments or be provided as agreed.

12. Copyrights and Industrial Property Rights

12.1. Unless otherwise agreed, all copyrights and other industrial property rights with regard to the products and associated documents (e.g., instructions for use, drawings, models) are the exclusive property of the Seller. The Buyer may use or register trademarks, trade names, and other signs and industrial property rights of the manufacturer only after prior written approval and only in the interest of the Seller.
12.2. If the Seller has further developed and completed drawings, models, or other (technical) templates on behalf of the Buyer, all copyrights and other industrial property rights arising therefrom shall belong exclusively to the Seller.
12.3. If the Seller has developed and/or manufactured products on the basis of certain specifications of the Buyer and these specifications are the subject of the claim of infringements of industrial property rights by third parties against the Seller, the Buyer shall be obliged to indemnify the Seller against such claims on first demand. This indemnification obligation of the Buyer relates to all costs and expenses incurred by the Seller as a result of or in connection with the claim of a third party and also obliges the Buyer to support the Seller in any legal disputes.

13. General Provisions

13.1. Rights and obligations of the Parties shall not be transferable, except transfers of purchase price claims to banks of the Seller.
13.2. Changes, amendments, and other collateral agreements to these GCS or to concluded contracts must be made in writing. This also applies to this written form requirement.
13.3. These GCS and a contract concluded on the basis of these GCS shall remain binding even if individual conditions are invalid.
13.4. The Seller and its affiliated companies shall be entitled to store and process data relating to business transactions in accordance with the applicable national provisions of Pakistan and Qatar and the European General Data Protection Regulation (GDPR) where applicable.

14. Compliance

The Seller shall be responsible for compliance with the relevant provisions, which, unless otherwise agreed, shall be governed by the laws of Pakistan, insofar as products manufactured in Pakistan are exported. The Buyer shall be responsible for observing and implementing the relevant foreign trade regulations (e.g., import licenses, foreign exchange transfer permits, etc.) and other laws applicable outside Pakistan.

15. Jurisdiction, Governing Law

15.1. All disputes arising in connection with agreements based on these GCS shall be finally settled at the registered sales office of the Seller in Doha, Qatar, in accordance with the Rules of Arbitration of the Qatar International Court and Dispute Resolution Centre (QICDRC), excluding the ordinary courts of law, by one or more arbitrators appointed in accordance with these Rules.
15.2. Instead of the arbitration court competent in accordance with Clause 15.1, the state courts competent at the Seller’s principal place of sales and marketing in Doha, Qatar, shall have sole and final jurisdiction in the case of Buyers registered in Qatar.
15.3. In any case, the Seller shall also be entitled to appeal to the state courts at the Buyer’s place of business. In this respect, the jurisdiction according to Sections 15.1 and 15.2 is not applicable.
15.4. These GCS and all contracts concluded under these GCS are subject to the laws of the State of Qatar. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) of 11.04.1980 is excluded.

I. Legal & Regulatory Requirements:

Company Name: Replaced “KLS Martin Group” with “FIDELITY INDUSTRY.”

- Location of Production: Specified “production facility in Sialkot, Pakistan” for EXW and compliance.
- Location of Sales and Marketing: Emphasized “sales and marketing in Doha, Qatar” for jurisdiction and governing law.
- Working Days: Adjusted working days to reflect both Qatar (Sunday-Thursday) and Pakistan (Monday-Saturday) in Section 2.1, acknowledging the dual operational locations.
- Currency: Changed payment currency to USD (United States Dollars) as it’s a common international trade currency, which might be more suitable for your global operations than EURO.
- Applicable Laws:
  - Section 14 (Compliance): Clarified that compliance for products manufactured in Pakistan is governed by Pakistani law for export, and the Buyer is responsible for import regulations in their own country.
  - Section 15 (Jurisdiction, Governing Law):
    - Arbitration: Changed the arbitration location to Doha, Qatar, and specified the Qatar International Court and Dispute Resolution Centre (QICDRC), aligning with your sales and marketing base.
    - State Courts: For buyers registered in Qatar, specified the state courts in Doha, Qatar.
    - Governing Law: Explicitly stated that these GCS and contracts are subject to the laws of the State of Qatar.
- Data Protection: Included both “applicable national provisions of Pakistan and Qatar” and “European General Data Protection Regulation (GDPR) where applicable” in Section 13.4, providing broader coverage given potential international clientele.
- Commercial Code Reference: Removed specific reference to § 377 HGB (German Commercial Code) in Sections 4.5 and 6.7 and replaced with “applicable commercial laws” for broader applicability.
- Electromedicine Safety Regulations: Generalized to “safety regulations applicable in Pakistan and the destination country” in Section 7.5.

II. Operational & Commercial Processes:

- Order Management System (OMS):
- - A robust system to track orders from receipt to delivery.
  - Ability to confirm orders in writing within the 14-day timeframe.
  - Mechanism for recording and tracking written consent for changes.
- Invoicing & Payment System:
- - Ability to issue invoices for goods EXW Sialkot, Pakistan, in USD.
  - System for tracking advance payments and letters of credit.
  - Automated or manual tracking for payment due dates and identification of defaults.
  - Procedure for charging default interest (Section 5.3).
  - Method for assessing Buyer creditworthiness for immediate due claims or advance payment demands (Section 5.4).
  - Process for requesting two-thirds advance payment for custom-made products (Section 5.5).
- Shipping & Logistics Management:
- - EXW Sialkot Setup: Clear processes for making goods available at your Sialkot facility for Buyer pickup. This includes clear labeling, packing, and necessary export documentation from Pakistan.
  - Packaging: Standardized packaging choices (Section 3.2).
  - Export Documentation: Expertise in generating all necessary export documents from Pakistan (e.g., commercial invoice, packing list, certificate of origin, export declaration).
  - Coordination with Freight Forwarders: Although shipping is at the Buyer’s risk and expense, you’ll likely need to coordinate with their nominated freight forwarders for pickup at your factory.
- Quality Control & Inspection:
- - Robust QC System: A comprehensive quality control system in your Sialkot production facility to ensure products meet agreed specifications (Section 6.2).
  - Documentation of Specifications: Maintain clear records of agreed specifications, drawings, technical specifications, or other documents defining product quality (Section 6.2).
  - Inspection Procedures: Internal procedures for inspecting products before they leave your facility.
- Customer Communication & Support:
- - Defect Notification Process: A clear, documented process for receiving and logging defect notifications from Buyers (Section 6.7).
  - Remedy Process: Procedures for handling warranty claims, including options for repair or replacement (Section 6.4), and for coordinating Buyer-conducted repairs (Section 6.5).
  - Return Authorization (RMA) System: For defective products, a system to manage returns and replacements.
- Intellectual Property Management:
- - IP Protection: Formal procedures for protecting your intellectual property (patents, copyrights, trademarks) related to your designs, products, and manufacturing processes (Section 8.2, 12.1).
  - IP Documentation: Maintain clear records of all drawings, designs, and technical templates developed by FIDELITY INDUSTRY (Section 8.2, 12.2).
  - Indemnification Process: A clear process for seeking indemnification from Buyers if defects arise from their specifications leading to IP infringement claims against you (Section 12.3).
- Data Management & Privacy:
- - Data Protection Compliance: Implement practices and systems to comply with relevant data protection laws in Pakistan, Qatar, and potentially GDPR if you deal with EU customers (Section 13.4). This includes how you collect, store, process, and protect customer data.
  - Privacy Policy: A clear privacy policy for your company.

III. Human Resources & Internal Policies:

- Staff Training:
  Train sales, logistics, and production staff on these GCS, especially regarding order acceptance, payment terms, shipping responsibilities, and warranty procedures.
  Training on confidentiality obligations (Section 9).
  Internal Audit & Compliance:
  Regular internal audits to ensure adherence to the GCS and relevant legal obligations.
  A designated compliance officer or team to oversee adherence to all regulations (e.g., trade, tax, data privacy).
  Financial Management:
  Credit control policies aligned with your payment terms.
  Insurance policies covering your goods, facilities, and potential liabilities, especially regarding retention of title (Section 11.4).
  By systematically addressing each of these areas, you’ll be well-equipped to operate effectively under these General Terms and Conditions of Sale.