TERMS AND CONDITIONS

PLEASE CAREFULLY REVIEW THESE TERMS. THEY CONTAIN CRITICAL LEGAL INFORMATION, INCLUDING LIMITATIONS ON OUR LIABILITY, YOUR INDEMNIFICATION OBLIGATIONS, AND INSURANCE RECOMMENDATIONS.

Highlighted provisions for your attention:

• Liability Limitations: These Terms contain provisions that limit or may exclude our responsibility for any loss, damage, delay, misdelivery, non-delivery, misinformation, or failure to provide information in connection with our services.
• Indemnification: These Terms include clauses where you agree to indemnify, defend, and protect us from specific claims, costs, damages, and expenses.
• Insurance Recommendation: Since our liability is limited, we strongly suggest that you consider purchasing insurance coverage suited to the value of your goods and the associated risks of transportation. We do not offer insurance coverage, and our charges are based only on the value and weight of goods, not on the risks involved in potential damage or loss.
• Higher Liability Limits: In particular situations, we may, at our discretion, agree to higher liability limits, which would require a separate written agreement and may include additional fees.

BY USING OUR SERVICES, YOU CONFIRM THAT YOU ACCEPT AND AGREE TO THESE TERMS. IF YOU DO NOT AGREE, DO NOT USE OUR SERVICES.

WE RESERVE THE RIGHT TO UPDATE OR MODIFY THESE TERMS AT ANY TIME. CONTINUED USE OF OUR SERVICES INDICATES ACCEPTANCE OF ANY SUCH CHANGES.

PLEASE REGULARLY REVIEW THESE TERMS FOR UPDATES.

PREAMBLE / RECITALS

The aim of these Conditions is to define and manage the contractual relationship between the Customer and the Company, covering a broad spectrum of activities related to purchasing, selling, logistics, transportation, goods management, and related services or information.

Both the Customer and the Company are expected to adhere to all applicable laws, regulations, and standards in performing their duties. This includes, but is not limited to, customs regulations, safety and health standards, environmental rules, and data protection laws.

The scope of these Conditions is comprehensive and aims to address every aspect of the Customer's and Company's relationship. By accepting these Conditions, the Customer agrees to be bound by all of its provisions and acknowledges that the Company may operate in various roles, with responsibilities differing based on the nature of each transaction.

DEFINITIONS AND INTERPRETATION

• Conditions: Refers to all the terms and provisions outlined in this document.
• Company: Refers to Market Parts MENA Hub W.L.L., located at Office 501, 1025 Building, 3621 Road, Al Seef, Bahrain, including its subsidiaries, affiliates, directors, officers, employees, agents, and contractors. The terms "we," "us," and "our" also refer to the Company and its associated parties as appropriate.
• Customer: Any individual or entity, including representatives, agents, employees, successors, and assigns, who requests or utilizes the Company's services. "You," "your," and "yours" may also refer to the Customer.
• Agent: The Company, acting on behalf of the Customer in any transaction, negotiation, or arrangement with third-party service providers. The Company, as an agent, retains its independence and is not regarded as an employee or partner of the Customer.
• Principal: When the Company acts in its own name and on its account, assuming full legal responsibility for obligations in transactions. As a principal, the Company may also earn profits from such activities, which are not linked to its service fees.
• Services: Refers to the entire range of business activities provided by the Company, including trade (buying and selling goods), logistics (transport of goods by air, sea, or land), handling and storage, inventory management, processing, tracking, and customs-related activities. It also includes any incidental or related activities.
• Tariffs: Comprehensive service solutions offered by the Company with a pricing structure that is easy to understand for the Customer. Tariffs may include different service packages, some of which may cover risks related to damage or loss of goods.
• Gratuitous Services: Services provided by the Company without charging a fee, although disbursements or expenses incurred during service provision (e.g., third-party costs) may still apply.
• Goods: Refers to any items, materials, or products for which the Company provides services, whether these goods are owned or leased by the Customer. This includes equipment, spare parts, documents, packages, and other tangible items.
• Liabilities: All claims, demands, losses, damages, penalties, costs, and expenses, including legal fees, regardless of cause or how they arise.
• Prohibited Items: Any goods or materials whose transportation is illegal under international or local law, including food products, narcotic drugs, explosives, weapons, and trademark-infringing goods.
• Inclusive Pricing: A pricing structure where all associated costs (taxes, shipping, handling, etc.) are included in the quoted price for a product or service.
• Actual Weight: The measured weight of a shipment in kilograms.
• Dimensional Weight: A calculation of the space occupied by a shipment, determined by multiplying its length, width, and height (in cm) and dividing by 6000, converting volume into kilograms.
• Billable Weight: The greater value between the actual weight and dimensional weight, which is used to determine transportation costs.

GENERAL INTERPRETATION

In these Conditions, the following rules apply:

• Words in singular include plural and vice versa.
• Gender-specific words encompass all genders.
• References to individuals include legal entities such as corporations and other organizations.
• References to legal statutes include those that have been amended or replaced over time.
• Clause headings are for reference purposes only and do not affect the interpretation of the Conditions.

ACCEPTANCE OF THESE TERMS AND CONDITIONS

By engaging in actions that demonstrate your intent to use any of the Services outlined in these Conditions (e.g., registering on the Company's website or requesting services), you acknowledge and accept these Terms, even if you have not signed a formal document.

The Company's Terms also apply to any third parties employed or subcontracted to provide services, including the collection, transport, or delivery of goods.

Any conflicting oral or written instructions provided to the Company do not override these Conditions. Additionally, the absence of your signature on any relevant document does not invalidate these Conditions and cannot be used as a defense in a legal dispute.

By accepting these Terms, the Customer also agrees to abide by the Company's other publicly available policies, such as its Privacy Policy, Tariffs and Refund Policy, and any master agreements.

ROLES OF THE COMPANY

Company as Master Purchaser:

The Company may act on behalf of the Customer in procuring goods, negotiating contracts, and securing favorable terms. This service leverages the Company's expertise to benefit the Customer.

Company Acting as Agent:

The Company may act as an agent, executing tasks such as negotiating contracts or coordinating third-party services on behalf of the Customer. As an agent, the Company remains independent and is not seen as an employee or partner of the Customer.

The Customer authorizes the Company to enter into contracts, negotiate terms with third parties (including carriers, warehousemen, etc.), and delegate authority as needed. The Customer waives the right to inquire into the terms and conditions of such contracts unless explicitly instructed otherwise in writing. The Customer also agrees that the Company may charge an all-inclusive fee for its services, which is separate from the third party's pricing.

Company Acting as Principal:

In certain cases, the Company acts as a principal, conducting transactions in its own name and bearing full legal and financial responsibility. This applies when the Company directly controls the goods or when legal requirements dictate its role as a principal. The Customer acknowledges that the Company may profit from such transactions, and these profits are not linked to service fees.

The Customer should not assume the Company is acting as a principal based solely on inclusive pricing or the use of Company-owned equipment. These factors do not change the Company's role or responsibilities.

Company Acting for Third-Party Service Providers:

The Company may also represent third-party providers in its dealings with the Customer, arranging services or negotiating on behalf of these third parties. The Customer understands that the Company's liability is limited in this role and that third-party terms may apply.

TERMS OF SERVICE

The Company reserves the right to provide any of the Services, or exercise any of its rights or discretions, either directly or through its affiliated entities, including parent or subsidiary companies. This flexibility allows the Company to delegate tasks or responsibilities as necessary to enhance efficiency in service delivery.

The Company may also refuse to provide any Service to any individual or entity at its discretion. Such a decision could be based on various factors, including resource availability, risk assessment, or any other legitimate business reasons, and the Company is not required to disclose the reasons for this refusal.

When the Company provides services without charge (referred to as Gratuitous Services), it assumes no liability for the delivery of those services, irrespective of whether potential liability arises from negligence, breach of contract, or any other legal reason. Gratuitous services may be recognized when the costs incurred by the Company are nearly equal to the value of the service provided (up to 95%). Even if the Company intended to generate income from a transaction, it may still classify the service as gratuitous based on these criteria.

The Customer accepts the risk that a service may be classified as gratuitous after the fact and agrees to bear the associated risks. Any attempt to impose liability on the Company for such services would contradict the terms of this agreement and the goodwill in which the services were provided.

CUSTOMER'S WARRANTIES AND OBLIGATIONS

The Customer assures the Company of the following commitments:

1. All instructions given to the Company or its representatives are lawful, reasonable, and executable.
2. The Goods are legal and do not contain any prohibited items, contraband, or materials that infringe on intellectual property rights.
3. The Goods are in a suitable condition for the Services requested and for their intended purposes.
4. The Goods' condition will not cause damage or harm to any person or property.
5. The Company has been informed in writing about any specific characteristics of the Goods that require special handling or attention.
6. All information provided about the Goods is accurate, complete, and complies with legal and regulatory requirements for safe and lawful handling.
7. All documentation and information related to the Goods meet cargo declaration and other legal requirements.
8. The Customer will comply with all operational procedures prescribed by the Company, its representatives, or subcontractors.

The Customer also commits to promptly providing all necessary documentation required by law or requested by the Company, including licenses, permits, invoices, and other related paperwork. The Customer acknowledges that delays in providing such documentation may result in additional costs or legal complications, for which the Customer assumes full responsibility.

Additionally, the Company is not responsible for verifying the accuracy or completeness of the provided documents, and any errors or omissions are not the Company's liability.

The Customer must also notify the Company of any changes or updates to the provided documents. Failure to comply with these obligations may result in the refusal of services, and the Company reserves the right to cease service immediately without any liability if the Customer breaches these obligations.

The Customer confirms that they will not involve the Company in any activities that may violate sanctions programs imposed by international, regional, or national authorities, such as the United Nations. The Customer agrees to indemnify and hold the Company harmless from any claims or penalties arising from a breach of these sanctions.

The Company will not provide services to individuals or entities associated with sanctioned countries, terrorist organizations, or narcotic traffickers as designated by the Office of Foreign Assets Control (OFAC) or similar regulatory bodies.

PROTECTION OF CLIENT'S INTERESTS

The Customer acknowledges that they are not entitled to the protections typically afforded to consumers, except in situations where the Company is acting as a principal in the direct sale of goods or services.

To protect their interests in case of loss or damage, the Customer can select from the Company's available "tariffs," which may include coverage for such risks. Alternatively, the Customer can choose to purchase insurance independently from a professional insurance provider. The Customer assumes full responsibility for such coverage, and their decision not to obtain insurance cannot be used as a reason to hold the Company liable for any additional risks or damages.

MISCELLANEOUS

• No Variation: No employee or representative of the Company has the authority to alter or waive any provision of these Conditions unless the change is made in writing and signed by an authorized person of the Company.
• Severability: Each provision of these Conditions stands independently. If any part of the Conditions becomes invalid or unenforceable, the remaining provisions continue to be valid and enforceable.
• Rights Cumulative: The rights and protections granted to the Company in these Conditions are cumulative and do not exclude other legal rights and defenses available to the Company.
• No Waiver: The Company's failure to exercise or enforce any of its rights does not constitute a waiver of those rights. Exercising one right does not prevent the Company from exercising any other rights in the future.
• Notices: All notices required by these Conditions must be provided in writing and delivered to the Company's registered address. If contact with the Customer or relevant party is not possible despite reasonable efforts, the notice requirement may be waived.
• Protective Declarations: These Conditions do not affect any additional legal rights or protections provided to the Company through other agreements, declarations, warranties, or indemnities from the Customer.

APPLICABLE LAW AND DISPUTE RESOLUTION

These Conditions and any disputes relating to them are governed by the laws of the Kingdom of Bahrain. Both the Company and the Customer consent to the exclusive jurisdiction of the courts of Bahrain to resolve any disputes arising from or connected to these Conditions.

Both parties agree to resolve any disputes in a fair and equitable manner. Initially, the parties will engage in good faith negotiations to resolve the matter amicably. If negotiations fail to resolve the issue within a set period, the parties may choose to proceed to mediation or arbitration.

If mediation or arbitration is not agreed upon or does not result in a resolution, either party may pursue litigation. The applicable law in all legal proceedings will be the laws of the Kingdom of Bahrain, and all litigation must take place in a court of competent jurisdiction within Bahrain.

Version 2.0 (August 2024)
Next Revision: January 2025