THE JOURNEY

Terms & Conditions 1 Definition In these terms "the Supplier" means Topline Lighting L.LC. (Company under Topline Trading L.L.C. Registration number 237206) and "the Purchaser" means the legal entity purchasing the "Goods" which means items and/or services to be supplied by the Supplier to the Purchaser and does not include lamps unless otherwise stated. "The Contract" means the agreement for the supply of Goods established by the Supplier's "Quotation" or “Order Confirmation" which is subject to these terms. 2 Basis of Contract (a) The Supplier's Quotation is an invitation to order and the Purchaser's Order is an offer to purchase the Goods specified in the Quotation, subject to the Supplier's Confirmation. All Quotations, Orders and Confirmations are subject to these terms, which shall prevail over any other terms and conditions purported to be incorporated by the Purchaser, whether expressed or implied. (b) No variations and no representations about the Goods shall be effective unless in writing and agreed and signed by the Supplier. (c) By entering into the Contract and/or accepting delivery of the Goods, the Purchaser shall be deemed to have accepted these terms and to have withdrawn its own terms and conditions (if any). No Order shall be deemed to be accepted by the Supplier unless and until a written Confirmation is issued by the Supplier or (if earlier) the Supplier delivers the Goods to the Purchaser. All Orders must be placed subject to these Terms and the Supplier does not accept any other terms or conditions. 3 Prices (a) Prices are valid only for the goods and the estimated delivery dates specified in the Quotation which open for the period is shown or if none is shown for 30 days from its date unless extended in writing by the Supplier. (b) If an Order is received within the applicable period, the prices in the Quotation will remain valid for delivery within a reasonable time from that date but should delivery be delayed for any reason the Supplier shall be entitled to charge at prices current at delivery. (c) Prices exclude delivery to the Purchaser's premises (Ex-works) unless otherwise stated. If the delivery address is not stated to the Supplier at the time of the Order, the Supplier reserves the right to charge an additional delivery cost if it agrees an alternative delivery address. (d) The Supplier may charge an increased price when the cost to the Supplier of supplying the Goods to the Purchaser increases for any reason, or where the supply of the Goods is varied or delayed due to the Purchaser's act or omission, failure to supply information, delay in approving drawings and specifications or alteration of requirements or otherwise. (e) The currency of payment will be UK pounds sterling unless otherwise agreed and VAT will be charged in addition at the applicable rate 4 Deliveries (a) Delivery (when risk shall pass to the Purchaser) shall comprise the offloading of the Goods or attempt to deliver at the agreed delivery address or, if the Purchaser is to collect the Goods, the collection of the Goods by the Purchaser or its carrier. (b) The Supplier shall use reasonable endeavors to deliver the Goods on the dates agreed (time for which shall never be of the essence) but shall not be liable for any failure to do so nor for any failure due to any causes beyond its immediate control. (c) The Purchaser shall notify any shortages and/or failure to deliver to the Supplier within 48 hours of the agreed delivery date. The quantity of any consignment of Goods as recorded by the Supplier on dispatch by the Supplier shall be conclusive evidence of the quantity received by the Purchaser on delivery unless the Purchaser can provide conclusive evidence proving the contrary. Any liability of the Supplier for non-delivery or short-delivery of the Goods shall be limited to replacing the Goods within a reasonable time or issuing a credit note at the pro-rata price against any invoice raised for such Goods. (d) If the Purchaser has by act or omission caused delay in collection or delivery, the Supplier may (at its option): (i) arrange storage for the Goods and the Purchaser shall reimburse the Supplier for all costs incurred calculated on a per pallet week (or part thereof) basis thereby including the notional costs of storage and insurance at the Supplier's own premises; and/or (ii) terminate the Contract without any liability to the Purchaser. If circumstances beyond the Supplier's control necessitate Goods being retained (in a completed condition or otherwise) by the manufacturer or Supplier, it shall be entitled to render an invoice as if delivery had occurred. 5 Payment Terms (a) Time for payment shall be of the essence and, unless credit arrangements or other payment terms are agreed and endorsed on the Quotation or Confirmation, payment shall be made in full and cleared funds to the Supplier within 30 days of the invoice date. (b) The Supplier shall be entitled to charge interest on all sums remaining unpaid from the due date for payment at the annual rate of 8% above the base lending rate of xxxx Bank, accruing on a compound daily basis until payment is made, whether before or after any judgment. (c) Payment may not be refused or delayed by reason of any defect in the Goods. The Purchaser shall make all payments due under the Contract in full without any deduction whether by way of set-off, counterclaim, discount, abatement or otherwise. (d) Failure by the Purchaser to make payments in due and timely fashion shall entitle the Supplier to postpone further supplies of goods or services under and/or to cancel any contract (whether this or any other contract) with the Purchaser without penalty and without prejudice to any of the Supplier's rights. (e) The Supplier shall be entitled to bring an action for the price or part thereof whether or not property in the Goods has passed. (f) Whilst any monies are owing on any account whatsoever to the Supplier (whether or not risk has passed) the Purchaser shall not receive either legal or beneficial title to the Goods but shall hold the item and any other goods supplied by the Supplier on trust for the Supplier separate and marked with the Supplier's name and insured for its benefit with a power to sell them for full value to a third party and hold the proceeds of sale or any insurance claim or the right to receive the proceeds separately on trust for the Supplier who is authorized to collect the proceeds from the buyer or other party who is due to make payment for them and to give a good receipt for the same. (g) Whilst the Purchaser holds on trust the Goods or any other goods supplied by the Supplier or the proceeds, the Supplier may at any time take possession of them for which purpose it may enter upon the Purchaser's property or as its agent on the property of any third party to remove the same even if embedded in the fabric and to apply to the amounts outstanding so much of the then current value of the Goods less the cost of re-possession, storage and re-sale. (h) Nothing in this Condition shall give the Purchaser the right to return Goods to the Supplier. Subject to the Purchaser's statutory rights, if the Purchaser wishes to return any Goods to the Supplier, it may only do so subject to and in accordance with these Terms and/or the Supplier's Returns Policy, a copy of which is available upon request. Subject to the Purchaser's statutory rights and these Terms, all returns are subject to the Supplier's approval (within its sole discretion) and credit may not be offered. The Returns Policy includes, without limitation, provisions for a handling charge and restrictions with regard to the timing and categories of returns. 6 Intellectual Property Rights (a) The property and any copyright, design right and all other intellectual property rights in sketches/drawings/ Goods shall belong to the Supplier (or its licensor) notwithstanding that any specification may have been prepared in whole or in part by or on behalf of the Purchaser and, to the extent not otherwise owned by the Supplier (or its licensor), the Purchaser hereby assigns all right, title and interest (including all copyright, design right and all other intellectual property rights) in the Goods and any specification to the Supplier. (b) The Purchaser warrants that any specification or other information provided by or on its behalf for use by the Supplier will not infringe the copyright, design right or any other intellectual property or other rights of any third party, and the Purchaser fully and effectively indemnifies the Supplier from and against all and any claims, proceedings, damages, penalties, costs, losses and expenses (including legal expenses) suffered or incurred by the Supplier (or its affiliates) arising from any such infringement. 7 Software License (a) Upon the passing of the property in the Goods to the Purchaser, the Supplier grants to the Purchaser a non-exclusive and royalty-free license to use any software incorporated in the Goods ("the Software") solely in connection with the Goods. (b) The Software contains confidential information of the Supplier (and/or its licensor) and the Software and all such confidential information are the exclusive property of the Supplier or its licensor, as appropriate. (c) Save to the extent permitted by Section 50B of the Copyright, Designs and Patents Act 1988 (as may be amended, updated or replaced from time to time), the Purchaser shall not: (i) copy the whole or any part of the Software; or (ii) decompile, disassemble or reverse compile the whole or any part of the Software from object code into source code. (d) Save as part of the Goods, the Purchaser shall not: (i) modify, merge or combine the whole or any part of the Software with any other software or documentation; or (ii) assign, transfer, sell, lease, rent, charge or otherwise deal in or encumber the Software for use on behalf of or make available the same to any third party. The Software as modified or merged pursuant to this Condition shall remain subject to these Terms. 8 Commissioning (a) Where the Supplier has agreed to commission the Goods, the Purchaser shall fully and properly install the Goods prior to the due date for commissioning agreed by the Supplier. The Supplier shall be under no liability whatsoever for any loss or damage whatsoever direct or consequential and howsoever caused to the Purchaser or to any third party during or as a result of or in connection with the installation which is the sole responsibility of the Purchaser. The Supplier shall have no liability for any delay in the commissioning due to the failure of the Purchaser to fully and properly install the Goods prior to the due date for the commissioning. (b) To the extent that the Purchaser has not fully and properly installed the Goods prior to the due date for the commissioning, the Supplier shall be entitled (at its option) to: (i) additionally charge the Purchaser an abortive fee for cancellation of the original commissioning date and a fee for any work or time incurred by the Supplier; and/or (ii) require the Purchaser to rectify any faults in the installation and/or complete the installation as appropriate before the Supplier can carry out the commissioning and/or the Supplier may rectify any such faults and/or complete the installation as appropriate itself and charge the Purchaser accordingly. (c) The Purchaser shall procure the Supplier such access to its or the ultimate client's premises, systems, data, and such office accommodation and other facilities (on site and/or remotely), as may reasonably be required by the Supplier to carry out the commissioning. (d) The Purchaser shall ensure that it (or the ultimate client as appropriate) has appropriate back-up, security and virus-checking procedures in place for any computer facilities the Supplier requires access to (on site or remotely) in order to carry out the commissioning. The Supplier shall have no liability for any viruses, Trojan horses or similar destructive, disruptive or nuisance programmers contained or introduced into the Purchaser's or the ultimate client's equipment or systems due to the Software or whilst carrying out the commissioning or otherwise. (e) The Supplier's commissioning engineers will comply with the Supplier's health and safety policy from time to time whilst on the Purchaser's or the ultimate client's site to carry out the commissioning (a copy of which is available from the Supplier upon request) and will use all reasonable endeavors to comply with such other reasonable health and safety policies relating to the site as are notified to the Supplier and the relevant commissioning engineers at least 7 days in advance of the due date for commissioning. (f) The Purchaser shall indemnify the Supplier against any loss or damage caused to the Supplier (including any liability incurred to any other person) during or as a result of or in connection with the commissioning. (g) For the avoidance of doubt, it is expressly declared that: (i) notwithstanding that the Supplier has undertaken to commission the Goods, the Goods shall be treated as delivered to the Purchaser in accordance with Condition 4; and (ii) the Supplier is not responsible for and has no liability for the installation of the Goods which is the sole responsibility of the Purchaser. 9 Terminations (a) The Supplier may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the Purchaser, if the Purchaser: (i) commits any breach of the Contract and (if capable of remedy) fails to remedy the breach within 7 days after being required by written notice to do so; or (ii) (in the case of a company) goes into liquidation or (in the case of an individual or firm) becomes bankrupt, or (in either case) makes a voluntary arrangement with its creditors or has a receiver or administrator appointed, or ceases or threatens to cease to do business or anything analogous happens. (b) The Purchaser may not, without the prior written agreement of the Supplier, terminate the Contract (in whole or in part) or make any variations to the Contract (including without limitation as to the quantity or type of Goods) once the Supplier has issued its Confirmation. If any termination or variation is agreed, the Supplier may vary its prices, timescales and any other terms accordingly and may charge a handling or other fee as it deems appropriate in its sole discretion. (c) Upon termination of the Contract for whatever reason, all charges for the Goods shall become immediately due and payable by the Purchaser to the Supplier. 10 WARRANTIES AND LIABILITY (a) The Purchaser acknowledges that the Supplier shall be under no liability to it or any other person arising from or in connection with any statement, representation, term or condition whatsoever whether express or implied and whether by application statutory provision or any other rule of law or otherwise concerning the Goods or delivery and no warranty (other than as to title) has been given or will apply other than those in the Quotation or Confirmation and the Purchaser confirms it has chosen the Goods as being of merchantable quality and suitable for its particular purposes. (b) The Purchaser shall indemnify the Supplier against any claim brought by a third party in respect of the delivery or use of the Goods except to the extent that the Supplier is liable to the Purchaser under the Contract. (c) The Supplier shall be entitled to make changes in the design of the Goods which does not diminish their performance or visual appeal and supplying them in such state shall conform to the Contract. Subject thereto, the quantity and description of the Goods shall be as set out in the Quotation or Confirmation. All samples, drawings, descriptive matter, specifications and advertising issued by the Supplier and any descriptions or illustrations contained in the Supplier's catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods described in them. They shall not form part of the Contract and this is not a sale by sample. (d) The Goods are guaranteed by the Supplier against all defects of materials or workmanship which are notified to the Supplier within the warranty period of 12 months after delivery provided that this guarantee shall not be effective unless written notice of any defect is given forthwith on the Purchaser becoming aware of such defect. The warranty period may be extended to 3 years upon registration by the Purchaser (or its ultimate client) subject to the Supplier's terms for the extended warranty which are available from the Supplier upon request (extended warranty is at the discretion of the supplier and limited to selected products at the discretion of the supplier). (e) Any services provided by the Supplier will be performed with reasonable skill and care, provided that the Supplier shall have no liability for any installation of the Goods. (f) The Supplier does not warrant that the Goods will be fit for any particular purpose or that the Software will operate uninterrupted or be error free, and it is the sole responsibility of the Purchaser to ensure that the specification meets its and its ultimate client's requirements. (g) On receipt of notice of a defect the Supplier shall determine whether the defect has occurred in a replaceable item or is one of materials or of workmanship in an item other than a replaceable item. If the Supplier shall determine that the defect is of materials and is not in a replaceable item, the Supplier shall at its option and own expense either supply and install a replacement for the defective Goods or the relevant part or refund the purchase monies paid for them. If the Supplier shall determine that the defect is of workmanship and is not in a replaceable item the Supplier shall at its option and own expense either repair or supply and install a replacement for the defective Goods or refund any purchase monies paid for them. If the Supplier shall determine that the defect is in a replaceable item, the Supplier will supply only a replacement item but will have no other responsibility in respect of that item. The Supplier shall have no liability or obligation in respect of defective Goods other than as stated in these Terms. (h) The Supplier's guarantee shall be of no further effect, and the Supplier shall have no liability under the guarantee or otherwise, if the Goods are used or maintained otherwise than in accordance with the Supplier's or manufacturer's instructions and good engineering practice or the defect arises from accident or neglect of the Goods or the Goods have been altered or modified in any way or have been repaired by any person other than the Supplier or have been improperly installed or serviced, or the defect arises from any cause or circumstance beyond the control of the Supplier. (i) The Supplier shall be entitled to rely on the accuracy, suitability etc. of the ceiling and mounting specifications supplied to it and if the Purchaser seeks the Supplier's confirmation that any of the Goods are suitable for any particular application it must supply with the order full ceiling construction/luminaire aperture data. (j) Other than identified above and subject to the Supplier not excluding or limiting its liability for fraud or for fraudulent misrepresentation or for causing death or personal injury by negligence, it shall not be liable (whether in contract, tort (including negligence), for breach of statutory duty or otherwise) for indirect or consequential loss and otherwise its liability shall be limited to the amounts paid by the Purchaser for the Goods concerned. (k) The Supplier reserves the right to defer the date of delivery or to cancel the Contract or reduce the volume of the Goods ordered by the Purchaser (without liability to the Purchaser) if it is prevented or delayed due to circumstances beyond its reasonable control including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labor disputes (whether or not relating to either party's workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that, if the event in question continues for a continuous period in excess of three months, the Purchaser shall be entitled to give notice in writing to the Supplier to terminate the Contract. 11 General (a) Any maintenance and support provided by the Supplier to the Purchaser (or the Purchaser's ultimate client) is subject to the Supplier's separate maintenance and support terms and conditions, a copy of which is available from the Supplier upon request. (b) The Contract is personal to the Purchaser and the Purchaser shall not assign or transfer to any other person any of its rights or obligations under the Contract without the prior written consent of the Supplier. The Supplier may assign, transfer or sub-contract all or any of its rights and obligations under the Contract to any other person without the consent of the Purchaser. (c) No failure or delay by the Supplier in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by the Supplier of any breach of the Contract by the Purchaser shall be effective unless in writing signed by a duly authorized officer of the Supplier and shall not in any event be considered as a waiver of any subsequent breach of the same or any other provision. (d) If any provision of these terms is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these terms and the remainder of the provision in question shall not be affected. (e) A person who is not a party to the Contract has no rights under the Contracts (Rights of Third Parties) U.A.E. Law (as may be amended, updated or replaced from time to time) to enforce any term of the Contract but this does not affect any right or remedy of a third party which exists or is available apart from that Act. 12 Governing Law and Jurisdiction (a) The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of U.A.E. (b) The purchaser and the supplier irrevocably agree that the courts of U.A.E. shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the contract or its subject matter or formation (including non-contractual disputes or claims) and shall have non-exclusive jurisdiction in relation to or in the enforcement of any judgement obtained in such court proceedings. (c) The Supplier may at its discretion require the Purchaser to appoint an agent in U.A.E to accept on its behalf service of all notices served under the Contract and to accept service of process in respect of all proceedings arising out of the Contract.