Bizzmo FZE, P.O. Box 61188 Jebel Ali, UAE (“Bizzmo”, “We”, “Our”, “Seller”) is pleased to provide you with its website www.bizzmo.com (the “Website”, “Marketplace”) including any services, content and software (“Services”), subject to the following Terms of Service and any documents referred to herein (“Terms”).

1. ACCEPTANCE OF TERMS

1.1. By accessing, downloading, installing, or using the Website, whether or not you become a registered user (“User”, “You”, “Yourself”, “Your”, “Buyer”), You agree to be bound by these Terms, which You acknowledge to have read and understood.

1.2. We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms at any time. You must review these Terms at https://bizzmo.com/tsandcs on a regular basis to keep yourself informed of any changes.

1.3. By using the Website, You agree that the mere posting of new or revised Terms on or within the Website shall constitute adequate and constructive notice to you of any and all revisions and changes. Continued use of the Website after any such changes or after explicitly accepting the new Terms upon logging into the Website shall constitute your acceptance of such changes.

1.4. The use of particular Services may be subject to specific terms of service related to the concerned Service. In using such Services, You agree to be bound by the terms then in force. Where there is any inconsistency between the Terms and any other terms of service, those other terms of service shall prevail in respect of the concerned service.

1.5. All sales shall be made by the Seller exclusively on the basis of these General Terms and Conditions of Sale. References made by the Buyer to its own general terms and conditions are hereby rejected and shall not apply. These General Terms and Conditions of Sale shall also apply to all future sales of products between the Buyer and the Seller, unless otherwise expressly agreed between them in writing. Any deviation from these General Terms and Conditions of Sale requires the express written approval of the Seller.

2. Information on the Seller and on the sale of products by the Seller

2.1 The Seller is an online marketplace for the sale of miscellaneous products including, without limitation, information technology equipment, stationary, foods and beverages, etc.. The Seller purchases equipment from manufacturers or other distributors (the "Supplier(s)") and re-sells it in on its online business-to-business (B2B) Marketplace operated by the Company to third parties (i.e. its customers).

3. Electronic contracting

3.1 The Buyer's use of the Marketplace includes the ability to enter into agreements and/or to make transactions electronically. The Buyer acknowledges that its electronic submissions constitute its agreement and intent to be bound by and to pay for the considerations under such agreements and transactions. The Buyer's agreement and intent to be bound by electronic submissions applies to all records relating to all transactions it enters into in the Marketplace, including notices of cancellation, policies, contracts, applications, purchase orders, invoices and any proof of delivery. In order to access and retain its electronic records, the Buyer may be required to have certain hardware and software, which are the Buyer's sole responsibility and at the Buyer’s cost.

4. Offer and Acceptance – Variations

4.1 Seller’s prices listed on the Marketplace are binding offers of sale The Seller may, at its sole discretion, grant the Buyer additional discounts or promotions.

4.2 The Buyer acknowledges and accepts that, once an order is placed, it shall be required to pay the full amount of the order prior to checking out. Upon delivery of the shipment an invoice shall automatically be generated by the Seller to the Buyer. The Seller shall be under no obligation to deliver the ordered products unless after the price is fully paid by the Buyer, unless the Buyer decides otherwise at its sole discretion. In case of partial delivery, the remaining undelivered quantities will be delivered at a later stage by the Seller per the estimated time shown on the Marketplace.

4.3 A Buyer order that has been accepted by the Seller may under no circumstances be amended, cancelled, revoked, or otherwise terminated by the Buyer. All prices are not subject to any adjustments and are subject to the provisions of clause 7 hereunder.

5. Product quality - Information provided by the Seller

5.1 Any information on the Products sold by the Seller that is contained in the Marketplace is provided to the best of the Seller's knowledge and with no liability whatsoever to the Seller. Any information provided by the Seller with respect to suitability and use of the goods shall not relieve Buyer from undertaking its own assessments and investigations under its own responsibility.

6. Defects in the Products - Returns

6.1 To the greatest extent permitted under applicable law, any warranty from the Seller in relation to defects in the Products sold by the Seller (including warranty for defects in materials, workmanship, merchantability, or fitness for a particular use, or any other warranty) is hereby expressly excluded. To the extent that the Supplier or manufacturer of the Products provide separate warranties for the benefit of the Buyer or the Buyer's customers, then such persons may enforce such Supplier and/or manufacturer warranties in accordance with the terms and conditions applicable to them, at no cost or liability for the Seller. The Seller makes no representation whatsoever to the Buyer that any product purchased by the Buyer is covered by a warranty from the Supplier or the manufacturer of the Products. To the greatest extent permissible under the applicable law, the Buyer shall not be entitled to return the Products to the Seller, request the replacement thereof and/or request for a total or partial reimbursement of the purchase price from the Seller.

7. Prices

7.1 Unless expressly otherwise stated, all prices listed in the Marketplace: (i) do not include VAT or any other applicable taxes; (ii) exclude shipping costs; and (iii) are in the currency set out in the Marketplace.

7.2 If any law or regulation to which the Buyer is subject requires the latter to deduct any tax from an amount payable to the Seller, the Buyer must increase the amount payable so that, after making the deduction, the Seller receives the amount it would have received if no deduction had been required.

8. Delivery

8.1 Subject to the Supplier’s acceptance, delivery shall be performed directly by the Seller (either directly or through a third party).

8.2 Delivery terms are set for indicative purposes only and shall not be binding on the Seller. To the greatest extent permitted under applicable law, any warranty from the Seller or liability in relation to the timely delivery of the Products in accordance with the Contract is hereby excluded.

8.3 In case of failure by the Buyer to take prompt delivery of the Products, the Buyer shall be liable for all additional costs howsoever arising therefrom (including, without limitation, any storage costs, costs for the return of the Products to the Supplier, legal fees, etc.).

8.4 In case the delivered quantity is less than the ordered quantity, the Buyer shall indicate this on the proof of delivery document. In such case, the Buyer shall only be liable to pay for the quantity actually delivered. In any case, the Buyer must confirm receiving the actual quantity of products it receives on Seller’s proof of delivery document (whether electronic or otherwise) within 48 hours of its receipt of the Products as per the courier’s airway bill. Should the Buyer abstain from confirming receipt of the Products on the Seller’s proof of delivery document within said period, the delivery shall be considered accepted, and an invoice shall be issued accordingly.

9. Compliance with legal requirements

9.1 The Buyer undertakes to hold the Seller harmless from any costs, losses, or damages the Seller may suffer as a result of any non-compliance of applicable laws on the part of the Buyer, including as a result of third-party claims.

10. Compliance with US and/or Other Nations Export Regulations

10.1 The Buyer understands that the Seller and/or any of its affiliates or subsidiaries may provide Products that may be subject to export laws and regulations of the United States of America and/or other nations, and the Buyer also understands that under these export control laws and regulations, the Seller’s delivery of Products may take place only after the Seller has received written assurance from the Buyer whereby it represents and undertakes the following:

(a) that it will not transfer, export or re-export, directly or indirectly, any Product(s) acquired from the Seller to Cuba, Iran, North Korea, Libya, Sudan and/or Syria, or any nationals thereof, or to any other country subject to restriction under the applicable laws and regulations, and that it is not located in, under the control of, or a national of any such country;

(b) that it will not use the Product(s) in any activity related to the development, production, use, or maintenance of Weapons of Mass Destruction, as defined by the U.S Dept. of Commerce, including without limitation, uses related to nuclear, missile, and/or chemical/biological development and or production and that the Buyer will not transfer, export, or re-export, directly or indirectly to any party engaged in any such activity; if the Buyer is engaged in the development or production of Weapons of Mass Destruction, the Buyer acknowledges that it could be subject to and responsible for U.S. export licensing requirements;

(c) that it will not transfer, export, or re-export, directly or indirectly to any party listed by the U.S. Government or under the applicable law as prohibited from receiving Product(s) and that it is not on, or under the control of anybody on, any such list;

(d) that it will comply with the applicable laws and regulations whenever transfer, export or re-export Product(s) are obtained from the Seller;

(e) that it will not request or make any regulatory certifications or applications on behalf of the Seller.

11. Product Liability

11.1 To the greatest extent permitted under applicable law, any liability of the Seller for damages caused by the Products (including damages to third parties and injuries) is hereby expressly excluded to the extent that such damages are not a direct and immediate consequence of the Seller's gross negligence or wilful misconduct.

12. Limitation of liability

12.1 Regardless of the previous paragraphs, if the Seller is found to be liable for any reason whatsoever, to the greatest extent permitted under applicable law the Seller's liability to the Buyer or to any third party is limited to the value of the order from which the liability arose. Should the maximum liability amount under the applicable law be less the value of the order from which the liability arose, then the Seller’s liability shall be limited to such amount.

13. Default or delay in payment

13.1 Failure to pay the purchase price in whole or in part by the due date (including failure to pay an instalment) constitutes a fundamental breach of contractual obligations. In such case the Seller shall have the right (but not the obligation) to cancel the order and obtain compensation from the Buyer for all damages suffered as a result of the cancelation, in addition to the late interest applicable in accordance with the last paragraph of this clause, accrued between the due date of payment and the date of actual payment of the due amounts. The aforesaid termination right may be exercised by the Seller autonomously, without the need to obtain a court decision deciding on the termination.

13.2 Alternatively, the Seller may, at its discretion, request full performance by the Buyer of its obligations. In this case, the Seller shall be entitled to suspend the performance of its own obligations until the Buyer cures its default.

13.3 In each of the aforesaid cases, upon a default or delay in payment by the Buyer (including default in the payment of an instalment), the following provisions may apply (at the Seller’s sole discretion):

13.3.1 a late interest on the amount outstanding shall automatically be payable at the rate of 24% per annum; such interest will accrue during the period between the due date of payment and the date when the payment is received;

13.3.2 a delay penalty equivalent to 15% of the total order value shall be payable per annum in case of the Buyer’s delay in fulfilling any of its contractual obligations stipulated herein or provided by the Contract;

13.3.3 the Buyer shall be obliged to pay any additional amounts which may be enforced upon the Seller in accordance with any agreement(s) the latter has or will signed with any third party, including without limitation, any receivables payment agreement entered into with any third party or financial institution(s).

13.3.4 any deferred payment terms granted to the Buyer shall be automatically revoked, and the balance of all payments outstanding shall be immediately payable to the Seller; and

13.3.5 the Seller shall be entitled to enforce on any collateral provided by the Buyer without the need for any notice to the Buyer and without the need to obtain any court order or decision.

14. Indemnity 14.1 The Buyer hereby agrees to fully indemnify the Seller and its successors and assignees at all times against, and to hold them harmless from, all claims, losses, damages, liabilities, demands, actions, proceedings, costs, expense (including legal and attorneys’ costs) and deficiencies that they may suffer, incur or sustain in relation to or arising out of the breaches, acts or omissions, bad faith or gross negligence of the Buyer, its employees, servants, agents, representatives or subcontractors under the Contract. 15. Acknowledgments and Undertakings by the Buyer

15.1 The Buyer undertakes to notify the Seller in writing upon the occurrence of any event which leads or could lead to its insolvency;

15.2 the Buyer undertakes to use reasonable measures to prevent, mitigate and minimise any loss which the Seller may incur, and to cooperate with the Seller in taking all reasonable steps to prevent, mitigate and/or minimise such loss;

15.3 the Buyer undertakes to inform the Seller immediately in case of any changes in its shareholding structure, its management or any other form of change which could result in the Buyer’s inability to fulfil its contractual obligations or which would decrease the value of any securities or guarantees granted by the Buyer to the Seller, if any. In case of such change, the Seller shall have the right to reassess the Buyer’s creditworthiness and determine, at its sole discretion, if it wishes to terminate the relationship;

15.4 the Buyer undertakes not to lend, make payments of, contribute or otherwise make available, all or any part of the proceeds of any amounts payable to the Seller (or any part thereof) or other transaction(s) contemplated where the Seller is a party, to fund any trade, business or other activities involving or for the benefit of a party who is a part of the “Specially Designated Nationals and Blocked Persons” list maintained by the Office of Foreign Assets Control of the US Department of Treasury (“OFAC”), the Consolidated List of Financial Sanctions Targets and Investment Ban List maintained by Her Majesty’s Treasury (“HMT”), or any similar list maintained by, or public announcement of any economic sanctions laws, regulations, embargoes, or restrictive measures administered, enacted or enforced by the OFAC, HMT, the US Department of State, the United States Government, the United Nations, the European Union and/or the United Kingdom;

15.5 the Buyer represents and warrants that it is responsible for any document or data it provides to the Seller and the latter transmits said data to a third party, and undertakes to indemnify the Seller for any losses, damages or costs whatsoever which could result from the Buyer’s breach of this obligation;

15.6 the Buyer acknowledges and accepts that the terms of payment agreed with the Seller are final and binding, and that any amendments or extension thereto shall be at the Seller’s absolute and sole discretion;

15.7 the Buyer acknowledges and accepts that the Seller may cease any and/or all shipments of the Products if:

15.7.1 the Buyer becomes insolvent or if its financial situation has deteriorated from its situation at the time of entering into this Contract; and/or

15.7.2 when and for so long as the Buyer remains in breach of its contractual obligation to pay the price of the Products in accordance with the agreed upon payment terms and on the agreed due date(s), and the Seller shall resume shipment of the Products after conducting an assessment of the Buyer’s creditworthiness according to its chosen procedures for such assessment. Should the Seller find the Buyer uncreditworthy, the Seller shall have the right to cancel any order.

15.8 The Buyer undertakes not to circumvent, avoid or bypass the Seller, either directly or indirectly, in order to avoid payments of fees, or otherwise benefit, either financially or otherwise, from information supplied to it by Seller, or through any form of relationship with any of the Suppliers or their representatives, subsidiaries or any other party related thereto.

15.9 The Buyer represents, warrants, and covenants that it has the complete right and authority to enter into, execute, and deliver this Agreement, and the person executing this Agreement on its behalf has the complete right and authority to commit and obligate it fully and completely as specified in this Agreement.

15.10 The Buyer agrees that all invoices and any other amounts due under this agreement are payable in full without any set off, counterclaims, abatement, or reduction and in the currency of payment stated in the invoice to be issued by the Seller. The Buyer further accepts that the Seller may, at its sole discretion, apply payments made, whether by Buyer or otherwise, to pay late payment charges, invoices overdue interest, or any outstanding amounts.

15.11 The Buyer acknowledges, understands and agrees that by signing the Proof of Delivery document without any discrepancies, the Products are considered irrevocably accepted, whether such delivery was conducted by the Supplier directly or by the Seller. The Buyer further acknowledges and understands that by signing the Proof of Delivery document without discrepancy, it shall have no right, under any case whatsoever, to initiate any claims against the Seller for any defect or non-conformity of any kind in relation to the received Products.

16. Set-off

16.1 The Buyer must pay all sums due to the Seller under any order, including invoices and other charges in full, without abatement, discount, reduction, set off, dispute or counterclaim.

16.2 The Buyer shall not be entitled to against the Seller any claims it may have against any third party including the manufacturer or Supplier or shipper of Products.

16.3 The Seller may set off against any amounts owed to the Buyer any amounts due from the Buyer to the Seller (including those prospectively or contingently due which are, in the Seller’s reasonable discretion, likely to become payable).

17. Retention of title and passage of risk

17.1 The Products shall remain the property of Seller until their price has been paid in full to the benefit of the Seller or any assignee thereof. The Buyer shall diligently hold the unsold Products in custody on behalf of the Seller and shall ensure that the Products will not be damaged, modified, or subject to deterioration while title is retained by the Seller. In case of termination of the Contract, the Seller may reclaim the goods on account of the retention of title.

18. Force Majeure

18.1 Any incident or circumstances beyond the Seller's or the Supplier's control, such as natural occurrences, war, strikes, lock-outs, shortages of raw materials and energy, obstruction of transportation, breakdown of manufacturing equipment, fire, explosion, or acts of government (“Force Majeure Events”), shall relieve Seller from its obligations under the Contract to the extent Seller is prevented from performing such obligations, or to the extent that the Supplier is prevented from performing its obligations under its contract with the Seller. If the aforementioned occurrences last for a period of more than thirty (30) calendar days, Seller shall be entitled to withdraw from the Contract without the Buyer having any right to compensation.

19. Termination

19.1 The Seller may cancel any and all outstanding orders and cease shipment of products without notice and without the need to obtain any court order or decision if any of the following cases:

(a) the Buyer’s breach of any of its contractual obligations under this Contract;

(b) the Buyer’s breach of any of his undertakings stipulated hereinabove;

(c) the occurrence of a Force Majeure Event;

(d) the Buyer becomes Insolvent;

(e) in case of the Buyer ceasing to be creditworthy as described hereinabove.

19.2 In addition to the full price of the ordered products, the Buyer shall also be liable to pay a penalty amounting to 15% of the total price of the order if the order was cancelled by the Buyer or if it was cancelled by the Seller as a result of the Buyer’s breach of any of its obligations stipulated herein.

19.3 The Seller may cancel any order or cancel the Buyer’s subscription to the Marketplace for convenience at any time subject to providing a thirty (30) day notice to the Buyer;

19.4 Upon termination of this Contract, all payments due to the Seller under or arising from any order shall become immediately due and payable.

20. Confidentiality

20.1 Neither Party may disclose any information (i) that is marked or labelled “Confidential”, “Secret” or the like at the moment of disclosure or, in case of oral Information, is identified as confidential, (ii) of which the confidential nature is reasonably apparent. For the avoidance of doubt, any information relating in any way, directly or indirectly, to the price of the Products or the payment terms thereof shall be considered confidential (“Confidential Information”);

20.2 Each Party shall keep any Confidential Information received from the other Party confidential for a period of five (5) years after disclosure by employing adequate procedures for safeguarding Confidential Information at least as rigorous as the receiving Party employs for its own confidential information but no less than a reasonable degree of care, and the Parties shall use Confidential Information only for the purpose of and consistent with the terms of this Contract. The Seller is authorized to share information concerning this Contract to its subsidiaries and/or affiliated companies in order to fulfil its obligations under this Contract; and

20.3 The confidentiality obligations under this Contract shall not apply to Confidential Information of which the receiving Party can demonstrate by means of dated documentation that such Confidential Information: (i) was already in the public domain at the time it was disclosed or subsequently enters the public domain through no fault of the receiving Party, (ii) was developed by the receiving Party independently and without use of Confidential Information provided by the disclosing Party under this Contract and without any breach of this Contract, or (iii) is required to be disclosed pursuant to the requirement, order or directive of a government agency or by operation of law subject to prior consultation with disclosing Party's legal counsel.

21. Anti-Bribery and Corruption 21.1 The Buyer represents that it shall not, and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any non-U.S. official, in each case, in violation of the Foreign Corrupt Practices Act of 1977 (the FCPA), the U.K. Bribery Act 2010, or any other applicable antibribery or anti-corruption law.

21.2 The Buyer further represents that it shall, and shall cause each of its subsidiaries or affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Buyer, its subsidiaries or affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act 2010, or any other applicable anti-bribery or anticorruption law.

22. Notices

22.1 Any notice or other communication required to be received under a Contract shall be made exclusively by e-mail.

22.2 The Seller's email address is legal@bizzmo.com or any other address notified from time to time by the Seller to the Buyer. The aforesaid provision is without prejudice to applicable laws in relation to service of process in case of judicial disputes.

23. Governing Law and Jurisdiction

23.1 These General Terms and Conditions of Sale and any Contract shall in all respects be governed by the laws of England and Wales.

23.2 Any dispute that may arise in relation to the enforcement, interpretation or termination of this Contract or any part thereof shall be settled exclusively through arbitration according to the latest edition of the International Chamber of Commerce Rules (the “Rules”), the arbitral tribunal shall consist of three (3) arbitrators, where each party appoints an arbitrator and the two appointed arbitrators appoint a presiding arbitrator, and the seat of the Arbitration shall be Paris, France and the proceedings shall be conducted in English language.

24. General Provisions

24.1 If any provision of these General Terms and Conditions of Sale or of any Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions shall remain in force. If any invalid, unenforceable or illegal provision would be valid, enforceable or legal if some part of it were deleted or modified, the provision shall apply with whatever modification is necessary to give effect to the commercial intention of the parties.

24.2 Failure by either party to exercise or enforce any of its rights hereunder shall not be deemed to be a waiver of such right nor operate so as to bar the exercise or enforcement thereof. Any waiver of any term by the Seller will only be effective if it is in writing.

24.3 The Seller reserves the right at any time to modify these General Terms and Conditions of Sale and to impose new or additional terms or conditions on the Buyer's use of the Marketplace. Such modifications and additional terms will be posted in the Marketplace at the following URL: www.bizzmo.com and, upon such posting, shall be deemed to have been notified to the Buyer. The modified General Terms and Conditions of Sale will govern all Contracts entered into after the date of posting of the modifications in the Marketplace.

24.4 If these General Terms and Conditions of Sale are made known to Buyer in another language in addition to the English language, the English language version shall prevail in case of inconsistency.

24.5 These General Terms and Conditions of Sale or any Contract may be executed in any number of counterparts, each of which is an original and which together have the same effect as if each party had signed the same document.

Bizzmo FZE, P.O. Box 61188 Jebel Ali, UAE (“Bizzmo”, “We”, “Our”, “Company”) is pleased to provide you with its website www.bizzmo.com (the “Website”, “Marketplace”) including any services, content and software (“Services”), subject to the following Terms of Service and any documents referred to herein (“Terms”).

1. ACCEPTANCE OF TERMS

1.1. By accessing, downloading, installing, or using the Website, whether or not you become a registered user (“User”, “You”, “Yourself”, “Your”, “Supplier”), You agree to be bound by these Terms, which You acknowledge to have read and understood.

1.2. We reserve the right, at our sole discretion, to change, modify or otherwise alter these Terms at any time. You must review these Terms at https://bizzmo.com/tsandcs on a regular basis to keep yourself informed of any changes.

1.3. By using the Website, You agree that the mere posting of new or revised Terms on or within the Website shall constitute adequate and constructive notice to you of any and all revisions and changes. Continued use of the Website after any such changes or after explicitly accepting the new Terms upon logging into the Website shall constitute your acceptance of such changes.

1.4. The use of particular Services may be subject to specific terms of service related to the concerned Service. In using such Services, You agree to be bound by the terms then in force. Where there is any inconsistency between the Terms and any other terms of service, those other terms of service shall prevail in respect of the concerned service.

1.5. All sales shall be made by the Company exclusively on the basis of these General Terms and Conditions of Sale. References made by the Supplier to its own general terms and conditions are hereby rejected and shall not apply. These General Terms and Conditions of Sale shall also apply to all future sales of products between the Company and the Supplier, unless otherwise expressly agreed between them in writing. Any deviation from these General Terms and Conditions of Sale requires the express written approval of the Company.

2. Information on the Company and on the sale of products by the Company

2.1 The Company is an online marketplace for the sale of miscellaneous products including, without limitation, information technology equipment, stationary, foods and beverages, etc.. The Company purchases equipment from the Supplier and re-sells it in on its online business-to-business (B2B) Marketplace operated by the Company to third parties (i.e. its customers). The Company shall pick up the products it purchased (the "Products") through any mean it deems fit including, without limitation, the Company collecting the Products from the Supplier(s)’ premises, or using the services of freight forwarders, unless if otherwise is stipulated in the relevant purchase order and agreed by the Company.

3. Electronic Contracting

3.1 The Supplier's use of the Marketplace includes entering into agreements and/or making transactions electronically. The Supplier acknowledges that its electronic submissions constitute its agreement and intent to be bound by all the provisions of the Agreement. The Supplier's agreement and intent to be bound by electronic submissions applies to all records relating to all transactions it enters into in the Marketplace, including notices of cancellation, policies, contracts and applications. In order to access and retain its electronic records, the Supplier may be required to have certain hardware and software, which are the Supplier's sole responsibility.

3.2 The Supplier shall not be entitled to reject the purchase order provided by the Company (“Purchase Order”) or conduct modifications thereto once it confirms that the Products are available therewith and shall be committed to delivering the ordered quantity of the Products.

4. Product Price, Payment and Invoices

4.1 Price: The Supplier shall supply the Products to the Company at the prices as agreed between the Parties as indicated in the Purchase Order accepted by the Supplier (“Product Price”). The Product Prices shall be fixed and shall not be amended or changed unless the Company agrees to such amendment beforehand in writing. The Product Prices include all license fees, charges for packaging, and packing, freight, Value added Taxes (VAT) or any other applicable taxes, shipping costs including customs clearance costs and are in the currency set out in the Company's order.

4.2 Payment Terms: The Company shall pay the full Product Price to the Supplier as per the terms stipulated under each purchase order, from its receipt of acceptable evidence of delivery of the Products to the Buyer. Payment shall be made to the Supplier through bank transfer to the Supplier’s bank account.

4.3 Date of Payment: The Payment should be deemed made when the relevant amount is deducted from the bank account of the Company.

4.4 Set-off: The Company may set off payments owed to the Supplier against any claims that the Company may have against the Supplier.

5. Delivery and Product Title

5.1 Delivery shall be performed by the Company directly or through a third party. It is understood and agreed by the Supplier that if the Products were not ready for pick up by the Company at the agreed time of delivery, the Company shall be entitled -without prejudice to any other remedies it may have under the Agreement or under the Law- to cancel the order without prior notice or any further judicial action(s) and the Supplier shall be accordingly obliged to refund any amounts paid by the Company in relation to the transaction in addition to being obliged to compensate the Company for any losses, costs or expenses incurred as a result from such termination.

5.2 It is understood by the Parties that the title to the Products shall be transferred to the Company immediately upon the Supplier invoicing the Company or the payment of the Products’ price, whichever is earlier, even if the Company did not have physical possession or custody of the Products at any point in time. Accordingly, all rights relating to the Products shall be transferred from the Supplier to the Company once the Supplier invoices the Company or the Product Price is paid to the Supplier, whichever is earlier, and the Products shall be considered as placed in trust with the Supplier until its collection by the Company.

6. Defects in the Products

6.1 The Supplier is the sole responsible party vis-à-vis any Buyer or any other party for any claims, damages or costs which may arise as a result of the Products being defective in any way. To the extent that the Supplier or manufacturer of the Products provide separate warranties for the benefit of the Buyer or the Buyer's customers, then such persons may enforce such Supplier and/or manufacturer warranties in accordance with the terms and conditions applicable to them, at no cost or liability for the Company.

6.2 In any case, should a court or arbitral tribunal order the Supplier to take back the defective products from the Buyer or any of the Buyer’s customers, or should the Supplier and the Buyer or any of the Buyer’s customers amicably agree to return the defective Products to the Supplier, the latter shall immediately within three (3) days refund the Products’ Price to the Company, in addition to any reasonable costs or expenses the Company may have incurred in relation to such defective Products or its return by the Buyer or any of its customers.

6.3 Should the Buyer or any third-party lodge a claim against the Supplier in relation to the Products being defective, the Company shall not be responsible to indemnify, hold harmless or compensate the Supplier for any damages caused by such claim. Should the Buyer or any third-party lodge a claim against the Company in relation to the Products being defective, the Supplier shall be responsible to indemnify, hold harmless and compensate the Company for any damages caused by such claim.

7. Product Quality and Specifications

7.1 The quality of the Products is determined by Supplier's product specifications provided by the Supplier to the Company at the Company’s request. Accordingly, should the Company request the Supplier at any point in time to provide or indicate the specifications of the Products, the Supplier undertakes to provide accurate and correct details of such specifications, and to inform the Company of any change to the specifications of the Products in any way. The Supplier must inform the Company of such change in specifications within two (2) days from the date of conducting such change.

7.2 The Supplier acknowledges that the Company may, but shall not be obliged to, upload to the specifications of the Products to the Marketplace, and that the potential Buyer(s) may place their orders on the Marketplace based on the specifications of the products listed thereon. Accordingly, the Supplier undertakes to indemnify and hold the Company harmless against any and all claims, lawsuits or complaints filed against the Company as a result of the Supplier’s breach of its obligation described in clause 8.1 above. The Supplier shall compensate the Company for any moral or material damage, including without limitation, loss of reputation and loss of clients or customers, as well as compensate the Company for any costs, expenses or legal fees it may incur as a result of the Supplier’s breach.

8. Variations

8.1 The Company reserves the right to cancel the order or to conduct any variations to the order in respect of, without limitation, quantity of the ordered Products and/or the delivery address of such Products, at any time without assuming any liability whatsoever. The Supplier hereby waives its right to any claim against the Company arising from the cancelation or variation of any order.

9. Product Liability

9.1 The Supplier shall be liable for any and all damages which are caused by the Products towards the Company, the Buyer or any other third party, and the Supplier undertakes to indemnify and hold the Company harmless against any and all claims, lawsuits or complaints filed against the Company as a result of any damages caused by the Products. The Supplier shall compensate the Company for any moral or material damage, including without limitation, loss of reputation and loss of clients or customers, as well as compensate the Company for any costs, expenses or legal fees it may incur as a result of the occurrence of such damage.

10. Limitation of Liability

10.1 The Company’s liability shall, in all cases, be limited to a maximum amount of USD 10,000 (ten thousand US Dollars) for any violation of this Agreement or of the applicable law as long as such does not qualify as fraud. Should the maximum liability amount under the applicable law be less than USD 10,000, then the Seller’s liability shall be limited to such amount. The Supplier hereby releases the Company from any liability that may arise thereon in the occasion of this Agreement in excess of the aforementioned amount.

11. Indemnity

11.1 The Supplier hereby agrees to fully indemnify the Company and its successors and assignees at all times against and to hold them harmless from all claims, losses, damages, liabilities, demands, actions, proceedings, costs, expense (including legal and attorneys’ costs) and deficiencies that they may suffer, incur or sustain in relation to or arising out of the breaches, acts or omissions, bad faith or gross negligence of the Supplier, its employees, servants, agents, representatives or subcontractors under this Agreement.

12. Acknowledgments and Undertakings by the Supplier

12.1 The Supplier undertakes to notify the Company in writing within three (3) days from the occurrence of any event which leads or could lead to its inability to produce, sell or deliver Products under this Agreement in conformity with the Company’s requirements;

12.2 the Supplier undertakes to use reasonable measures to prevent, mitigate and minimise any loss which the Company may incur, and to cooperate with the Company in taking all reasonable steps to prevent, mitigate and/or minimise such loss;

12.3 the Supplier undertakes to inform the Company immediately in case of any changes in its shareholding structure, its management or any other form of change which could result in the Supplier’s inability to fulfil its contractual obligations. In case such change prevents the Supplier from fulfilling its contractual obligations, the Company shall have the right, at its sole discretion, to terminate the Agreement;

12.4 the Supplier represents, warrants, and covenants that it has the complete right and authority to enter into, execute, and deliver this Agreement, and the person executing this Agreement on its behalf has the complete right and authority to commit and obligate it fully and completely as specified in this Agreement.

13. Compliance with Legal Requirements

13.1 Unless specifically agreed otherwise in writing, the Supplier is responsible for compliance with any applicable anti-bribery laws. The Supplier undertakes to hold the Company harmless from any costs, losses, or damages the Company may suffer as a result of any non-compliance of applicable laws on the part of the Supplier, including as a result of third-party claims.

14. Anti-Bribery and Corruption

14.1 The Supplier represents that it shall not, and shall not permit any of its subsidiaries or affiliates or any of its or their respective directors, officers, managers, employees, independent contractors, representatives or agents to, promise, authorize or make any payment to, or otherwise contribute any item of value to, directly or indirectly, to any third party, including any non-U.S. official, in each case, in violation of the Foreign Corrupt Practices Act of 1977 (the FCPA), the U.K. Bribery Act 2010, or any other applicable antibribery or anti-corruption law.

14.2 The Supplier further represents that it shall, and shall cause each of its subsidiaries or affiliates to, cease all of its or their respective activities, as well as remediate any actions taken by the Supplier, its subsidiaries or affiliates, or any of their respective directors, officers, managers, employees, independent contractors, representatives or agents in violation of the FCPA, the U.K. Bribery Act 2010, or any other applicable anti-bribery or anticorruption law.

15. Confidentiality

15.1 Neither Party may disclose any information (i) that is marked or labelled “Confidential”, “Secret” or the like at the moment of disclosure or, in case of oral Information, is identified as confidential, (ii) of which the confidential nature is reasonably apparent. For the avoidance of doubt, any information relating in any way, directly or indirectly, to the Products Price, the specifications of the Products purchased, or the estimated time or date of delivery shall be considered confidential (“Confidential Information”);

15.2 Each Party shall keep any Confidential Information received from the other Party confidential for a period of five (5) years after disclosure by employing adequate procedures for safeguarding Confidential Information at least as rigorous as the receiving Party employs for its own confidential information but no less than a reasonable degree of care, and the Parties shall use Confidential Information only for the purpose of and consistent with the terms of this Agreement. The Company is authorized to share information concerning this Agreement to its subsidiaries and/or affiliated companies in order to fulfil its obligations under this Agreement;

15.3 The confidentiality obligations under this Agreement shall not apply to Confidential Information of which the receiving Party can demonstrate by means of dated documentation that such Confidential Information: (i) was already in the public domain at the time it was disclosed or subsequently enters the public domain through no fault of the receiving Party, (ii) was developed by the receiving Party independently and without use of Confidential Information provided by the disclosing Party under this Agreement and without any breach of this Agreement, or (iii) is required to be disclosed pursuant to the requirement, order or directive of a government agency or by operation of law subject to prior consultation with disclosing Party's legal counsel.

16. Force Majeure

16.1 Any incident or circumstances beyond the Supplier's control, such as natural disasters, war, strikes, lock-outs, fire, explosions, or acts of government, shall relieve the Supplier and the Company from its obligations under the Agreement to the extent the Supplier is prevented from performing such obligations. If the aforementioned occurrences last for a period of more than thirty (30) calendar days, either Party shall be entitled to terminate the Agreement. For the Supplier to be discharged from its obligations and liabilities under this clause 16, it should notify the Company with the occurrence of the circumstances that it deems constituting a Force Majeure event within five (5) working days from such event(s) becoming known thereto.

17. Governing Law and Dispute Resolution

17.1 Governing Law: This Agreement shall be governed and construed in accordance to the laws of England & Wales.

17.2 Dispute Resolution: Any dispute that may arise in relation to the enforcement, interpretation or termination of this Agreement or any part thereof shall be settled exclusively through arbitration according to the latest edition of the International Chamber of Commerce Rules (the “Rules”), the arbitral tribunal shall consist of three (3) arbitrators, where each party appoints an arbitrator and the two appointed arbitrators appoint a presiding arbitrator, and the seat of the Arbitration shall be Paris, France and the proceedings shall be conducted in English language.

18. Notices

18.1 Any notice or other communication required to be received under the Agreement shall be made exclusively by e-mail. The Supplier's email address is the one from time to time registered in the Company's database. The Company's email address is legal@bizzmo.com or any other address notified from time to time by the Company to the supplier. The aforesaid provision is without prejudice to applicable laws in relation to service of process in case of judicial disputes.

19. General Provisions

19.1 Assignment: The Supplier may not assign any of its obligations under this Agreement to any third party unless the approval of the Company is obtained.

19.2 Severability: If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any law or public policy, all other terms and provisions of this Agreement shall nevertheless remain in full force and effect.

19.3 Independent Contractors: Each Party shall act solely as an independent contractor, and nothing in this Agreement shall be construed to give either Party the power or authority to act for, bind, or commit the other Party in any way. Nothing herein shall be construed to create the relationship of partners, principal and agent, or joint-venture partners between the Parties.

19.4 Language: If these General Terms and Conditions of Sale are made known to Supplier in another language in addition to the English language, the English language version shall prevail in case of inconsistency.

19.5 No Waiver: No failure by either party hereto at any time to give notice of any breach by the other party of, or to require compliance with, any condition or provision of this Agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

19.6 Entire Agreement: This Agreement represents the entire agreement between the parties relating to the subject matter hereof and supersedes any agreements, negotiations or discussions concluded before the date of concluding this agreement. This Agreement alone fully and completely expresses the agreement of the parties relating to the subject matter hereof. There are no other courses of dealing, understanding, agreements, representations or warranties, written or oral, except as set forth herein.

19.7 Amendments: This Agreement may not be amended or modified, except by a written addendum signed by all parties hereto or by emails confirming both Parties’ acceptance of the desired amendment(s). In addition to the foregoing, the Company reserves the right at any time to modify these General Terms and Conditions of Sale and to impose new or additional terms or conditions on the Supplier's use of the Marketplace. Such modifications and additional terms will be posted in the Marketplace at the following URL: www.bizzmo.com and, upon such posting, shall be deemed to have been notified to the Supplier. The modified General Terms and Conditions of Sale will govern all Agreement(s) entered into after the date of posting of the modifications in the Marketplace.

19.8 Headings: The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof.