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STANDARD TERMS AND CONDITIONS OF SALE

TribalSage General Trading Company WLL

These Standard Terms and Conditions of Sale ("Terms") govern all sales transactions between TribalSage General Trading Company WLL, a company registered in Kuwait ("TribalSage," "Seller," "we," "us," or "our"), and any purchaser of goods or services ("Buyer," "Client," "you," or "your").

These Terms apply to and form part of each order placed with TribalSage. By placing an order, submitting payment, or accepting delivery of goods or services, the Buyer agrees to be bound by the version of these Terms current at the time of order placement.

1. APPLICABILITY AND ACCEPTANCE

1.1 Exclusivity of Terms

These Terms constitute the sole and exclusive terms governing all sales between TribalSage and the Buyer. Any terms or conditions proposed by the Buyer, whether contained in purchase orders, correspondence, or other documents, are expressly rejected and shall have no force or effect unless explicitly accepted in writing by an authorized representative of TribalSage.

1.2 Order Acceptance

All quotations, price lists, and proforma invoices are invitations to treat and do not constitute binding offers. No order shall be deemed accepted until TribalSage issues written confirmation and receives full payment (unless alternative payment terms have been agreed in writing). TribalSage reserves the right to reject or cancel any order at its sole discretion.

1.3 Modifications and Version Control

TribalSage reserves the right to amend these Terms at any time. The version of these Terms applicable to any order is the version in effect at the time the order is placed and confirmed by TribalSage. TribalSage will maintain the current version of these Terms on its website, and the Buyer is responsible for reviewing the current version before placing each order.

Individual variations to these Terms for a specific transaction may only be agreed by a written agreement signed by an authorized representative of TribalSage. No oral statements, representations, or course of dealing shall modify these Terms.

2. PRICING AND PAYMENT

2.1 Payment Terms

Unless expressly stated otherwise in writing on the invoice or sales order, payment is due in full (100%) in advance before any goods are dispatched or services are rendered. All prices are quoted in United States Dollars (USD) unless otherwise specified.

2.2 Accepted Payment Methods

TribalSage accepts payment by the following methods:

  • International Wire Transfer: A flat administrative fee of USD 30.00 shall apply to cover international banking and processing charges.
  • Credit Card (Visa/Mastercard): A processing fee of 3.85% of the transaction value shall apply to cover payment gateway costs.

All minor fixed gateway fees are absorbed by TribalSage. The Buyer must specify the preferred payment method when confirming the order.

2.3 Deferred Payment Terms

If TribalSage agrees in writing to extend credit terms, such terms shall be clearly stated on the invoice or sales order. Time for payment shall be of the essence. Failure to pay by the due date constitutes a material breach of contract.

2.4 Late Payment

In the event payment is not received by the agreed due date, TribalSage reserves the right to:

  • Charge interest on the outstanding balance at a rate of 10% per annum, or the maximum rate permitted by law, whichever is lower;
  • Suspend or cancel any pending orders or services without notice;
  • Withhold delivery of goods until payment is received;
  • Engage third-party debt recovery services at the Buyer's expense if payment remains outstanding for more than sixty (60) days from the due date.

2.5 Withholding Taxes and Local Levies

All payments must be made in full without deduction or set-off. The Buyer is solely responsible for any withholding taxes, duties, levies, or other charges imposed by local or foreign authorities. The invoiced amount must be paid in full; any such deductions shall remain the Buyer's liability and must be remitted separately to TribalSage upon request.

3. DELIVERY AND RISK

3.1 Delivery Terms

Unless otherwise agreed in writing, all goods are sold Ex Works (EXW) TribalSage's premises or designated warehouse in accordance with Incoterms® 2020. Title and risk pass to the Buyer upon dispatch or collection, whichever occurs first.

3.2 Shipping and Transit

Any shipping, freight forwarding, or logistics services arranged by TribalSage are provided as a convenience to the Buyer. TribalSage is not liable for delays, damage, loss, or non-delivery caused by carriers, freight forwarders, customs authorities, or third-party logistics providers.

3.3 Customs, Duties, and Compliance

The Buyer is solely responsible for:

  • All customs clearance procedures, import permits, and regulatory compliance in the destination country;
  • Payment of all customs duties, taxes, tariffs, and import fees;
  • Compliance with all applicable local laws and regulations governing the importation and use of the goods.

TribalSage makes no representation regarding the legality of importing goods into any jurisdiction and accepts no liability for delays, confiscation, or penalties arising from customs or regulatory issues.

4. RETENTION OF TITLE

4.1 Ownership

Legal and beneficial ownership of all goods shall remain with TribalSage until payment is received in full and cleared funds are credited to TribalSage's account. Until such time, the Buyer holds the goods as bailee and fiduciary agent for TribalSage.

4.2 Rights During Retention Period

Until full payment is received, the Buyer shall:

  • Store goods separately and in a manner that clearly identifies them as TribalSage's property;
  • Not sell, transfer, pledge, encumber, or otherwise dispose of the goods without TribalSage's prior written consent;
  • Maintain adequate insurance coverage for the goods;
  • Permit TribalSage or its representatives to enter the Buyer's premises to inspect or recover the goods.

4.3 Right of Recovery

If payment is not received when due, or if the Buyer becomes insolvent or breaches these Terms, TribalSage may, without notice, reclaim the goods and enter any premises where they are stored for that purpose.

5. EXPORT CONTROL AND SANCTIONS COMPLIANCE

5.1 Acknowledgment of Restrictions

The Buyer acknowledges that all goods, software, technology, and related materials supplied by TribalSage are subject to international export control, re-export, and sanctions laws and regulations, including but not limited to:

  • European Union export control regulations and sanctions frameworks;
  • United States Export Administration Regulations (EAR) and Office of Foreign Assets Control (OFAC) sanctions;
  • United Kingdom His Majesty's Treasury (HMT) sanctions;
  • United Nations Security Council sanctions and resolutions.

5.2 Prohibited Destinations

The Buyer shall not export, re-export, divert, transship, resell, or otherwise transfer any goods or related materials to any country, territory, or region subject to comprehensive sanctions or embargoes, including but not limited to:

  • Russia, Belarus, Iran, North Korea, Syria, Cuba;
  • The Crimea, Donetsk, and Luhansk regions;
  • Any other jurisdiction designated under EU, OFAC, HMT, or UN sanctions regimes.

5.3 Prohibited Parties

The Buyer shall not provide, sell, transfer, or make available any goods to any individual, entity, or organization listed on:

  • EU Consolidated Sanctions Lists;
  • OFAC Specially Designated Nationals (SDN) List and Sectoral Sanctions Identifications (SSI) List;
  • US Bureau of Industry and Security (BIS) Entity List or Denied Persons List;
  • UK HM Treasury Sanctions List;
  • Any other comparable restricted party or denied party list maintained by any competent authority.

5.4 Prohibited End-Uses

The Buyer warrants that the goods will not be used, directly or indirectly, for any prohibited end-use, including but not limited to:

  • Military, defense, or weapons development purposes;
  • Nuclear, chemical, or biological weapons programs;
  • Surveillance, intelligence gathering, or repression of civilian populations;
  • Any use restricted under EU Regulation 2021/821 (Dual-Use Regulation), US EAR, UK Export Control Act 2002, or similar legislation.

5.5 Buyer Responsibility and Indemnity

The Buyer accepts full and sole responsibility for compliance with all applicable export control, sanctions, end-user, and end-use restrictions after receipt of the goods. The Buyer agrees to indemnify, defend, and hold harmless TribalSage from any loss, penalty, fine, claim, liability, or expense (including legal fees) arising from or related to the Buyer's breach of this Section 5.

5.6 Right to Refuse or Cancel Orders

TribalSage reserves the right to refuse, cancel, suspend, or terminate any order if:

  • TribalSage has reason to believe the Buyer or end-user is subject to sanctions or export restrictions;
  • The intended destination or end-use raises compliance concerns;
  • Applicable law prohibits or restricts the transaction.

No liability shall attach to TribalSage for any such refusal or cancellation.

6. CANCELLATIONS AND REFUNDS

6.1 Non-Cancellable Orders

Orders for customized, special-order, made-to-order, or pre-ordered products are non-cancellable and non-refundable once payment has been received and the order has been confirmed by TribalSage, except as required by mandatory applicable law.

6.2 Standard Product Cancellations

Cancellation of standard product orders may be permitted at TribalSage's sole discretion and subject to a restocking fee of up to 25% of the order value, provided the goods have not yet been dispatched.

6.3 Refunds

Refunds, if approved, will be processed within thirty (30) business days of approval and will be subject to deduction of any payment processing fees, restocking fees, or other charges incurred by TribalSage.

7. WARRANTIES AND DISCLAIMERS

7.1 Manufacturer's Warranty

TribalSage supplies goods on behalf of manufacturers and distributors. Any warranty applicable to the goods is that provided by the original manufacturer. TribalSage makes no independent warranty, express or implied, as to the quality, performance, merchantability, fitness for a particular purpose, or non-infringement of the goods.

7.2 Buyer's Responsibility

It is the Buyer's sole responsibility to:

  • Register products with the manufacturer for warranty coverage;
  • Submit warranty claims directly to the manufacturer;
  • Comply with the manufacturer's warranty terms and conditions.

TribalSage may, at its discretion, assist with warranty claims but is under no obligation to do so unless expressly agreed in writing.

7.3 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRIBALSAGE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GOODS ARE SUPPLIED "AS IS" AND "AS AVAILABLE."

8. LIMITATION OF LIABILITY

8.1 Maximum Liability

To the fullest extent permitted by applicable law, TribalSage's total aggregate liability arising out of or in connection with any order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to the total value paid by the Buyer for the specific goods or services giving rise to the claim.

8.2 Exclusion of Consequential Damages

Under no circumstances shall TribalSage be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages, including but not limited to:

  • Loss of profits, revenue, business, or anticipated savings;
  • Loss of data or goodwill;
  • Business interruption or downtime;
  • Third-party claims or liabilities.

This exclusion applies regardless of whether TribalSage has been advised of the possibility of such damages.

8.3 Exceptions

Nothing in these Terms shall exclude or limit liability for:

  • Death or personal injury caused by TribalSage's negligence;
  • Fraud or fraudulent misrepresentation;
  • Any other liability that cannot be excluded or limited under applicable law.

9. CLAIMS, COMPLAINTS, AND ACCEPTANCE

9.1 Inspection Upon Delivery

The Buyer must inspect all goods immediately upon delivery or collection. Any claim for shortage, damage, or non-conformity must be reported in writing to TribalSage within fourteen (14) calendar days of delivery by registered post or email with proof of receipt to TribalSage's registered office.

9.2 Deemed Acceptance

If no claim is received within the fourteen (14) day period, the goods and services shall be deemed accepted in full, and the Buyer waives any right to make a subsequent claim.

9.3 Return of Goods

No goods may be returned without TribalSage's prior written authorization. Unauthorized returns will be refused and returned to the Buyer at the Buyer's expense.

10. FORCE MAJEURE

10.1 Excused Performance

TribalSage shall not be liable for any delay, failure, or interruption in performance resulting from causes beyond its reasonable control, including but not limited to:

  • Acts of God, natural disasters, pandemics, or epidemics;
  • War, terrorism, civil unrest, embargoes, or government action;
  • Strikes, labor disputes, or lockouts;
  • Failure or delay by suppliers, manufacturers, or subcontractors;
  • Transport disruptions, port closures, or freight embargoes;
  • Export or import restrictions, sanctions, or license denials;
  • Telecommunications or IT system failures;
  • Fire, flood, explosion, or other catastrophic events.

10.2 Notice and Mitigation

TribalSage will notify the Buyer promptly of any force majeure event and use commercially reasonable efforts to mitigate its impact. If the event continues for more than ninety (90) days, either party may terminate the affected order without liability.

11. INDEMNITY

The Buyer agrees to indemnify, defend, and hold harmless TribalSage, its officers, directors, employees, agents, and affiliates from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable legal fees) arising out of or related to:

  • The Buyer's breach of these Terms;
  • Misuse, resale, modification, or unauthorized distribution of the goods;
  • Non-compliance with export control, sanctions, or other applicable laws;
  • Third-party claims arising from the Buyer's use or distribution of the goods;
  • Infringement of intellectual property or other proprietary rights.

12. ELECTRONIC COMMUNICATIONS

The Buyer agrees that all electronic communications, including emails, electronic signatures, scanned documents, and digital approvals, are legally valid and enforceable to the same extent as paper-based documents. The Buyer waives any right to challenge the validity or enforceability of electronic communications.

13. ENTIRE AGREEMENT

These Terms, together with any written order confirmation, invoice, or sales agreement issued by TribalSage, constitute the entire agreement between the parties and supersede all prior negotiations, representations, proposals, understandings, and agreements, whether oral or written, relating to the subject matter hereof.

14. SEVERABILITY

If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable, or if such modification is not possible, severed from these Terms. The remaining provisions shall continue in full force and effect.

15. WAIVER

No failure or delay by TribalSage in exercising any right or remedy under these Terms shall constitute a waiver of that or any other right or remedy, nor shall any single or partial exercise of any right or remedy preclude any further exercise of that or any other right or remedy.

16. ASSIGNMENT

The Buyer may not assign, transfer, or delegate any of its rights or obligations under these Terms without TribalSage's prior written consent. TribalSage may assign or transfer its rights and obligations without restriction. These Terms shall be binding upon and inure to the benefit of the parties' successors and permitted assigns.

17. GOVERNING LAW AND JURISDICTION

17.1 Governing Law

These Terms and any disputes arising out of or in connection with them (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of the State of Kuwait, without regard to its conflict of law principles.

17.2 Exclusive Jurisdiction

The parties irrevocably agree that the courts of Kuwait City, State of Kuwait, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with these Terms or their subject matter or formation.

18. CONTACT INFORMATION

For all inquiries, notices, or claims under these Terms, please contact:

TribalSage General Trading Company WLL

Email: legal@tribalsage.com

By placing an order or accepting delivery of goods, the Buyer acknowledges that it has read, understood, and agrees to be bound by these Terms and Conditions in their entirety.

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