Sales and Purchase Agreement ('SPA')

  1. INTENTION
  • 1.1. Seller and Buyer agree to the terms of this Sales and Purchase Agreement ('SPA'), digitally agreed and deemed signed by both Parties on Maalexi.com, with Contract Number called Deal Ticket Number ('DTN') _______________(hereafter referred to as 'Buyer'). Both the Seller and Buyer are referred to as 'Parties'.
  • 1.2. This SPA is valid up to (Deal Date plus 150 calendar days) _______________.
  1. LISTING DETAILS

Items sold by Seller and purchased by the Buyer results in a 'Transaction' under this SPA. The Transaction involves Sales and Purcahse of Items as described below:

  • 2.1. Listing Title : _______________
  • 2.2. Listing Description : _______________
  • 2.3. Country of Origin : _______________
  • 2.4. Standards and Certifications : _______________
  • 2.5. Item - Model Number : _______________
  • 2.6. HS Code (8-digit) : _______________
  • 2.7. Item - Packaging Type : _______________
  • 2.8. Item - Shelf Life (in Days) : _______________
  • 2.9. Item - Storage Humidity (%) : _______________
  • 2.10. Item - Measurement : _______________
  • 2.11. Item - Measurement Metric : _______________
  • 2.12. Unit of Sales ('UoS') : _______________
  • 2.13. Unit of Sale - Number of Items : _______________
  • 2.14. Unit of Sale - Quantity : _______________
  • 2.15. Unit of Sale - Weight (Kgs) : _______________
  • 2.16. Unit of Sales - Length (cms) : _______________
  • 2.17. Unit of Sales - Width (cms) : _______________
  • 2.18. Unit of Sales - Height (cms) : _______________
  • 2.19. Unit Of Sale - Shipment - Container Load : _______________
  • 2.20. Unit Of Sale - Shipment - Container Type : _______________
  • 2.21. Unit Of Sale - Shipment - Palletized : _______________
  • 2.22. Unit Of Sale - Shipment - Per Container Type : _______________
  • 2.23. Shipment By : _______________
  • 2.24. Inspection to be : _______________
  1. LOCATION DETAILS
  • 3.1. Warehouse Country : _______________
  • 3.2. Warehouse State : _______________
  • 3.3. Warehouse City : _______________
  • 3.4. Warehouse Address : _______________
  • 3.5. Warehouse Postal Code : _______________
  1. DELIVERY CONDITIONS
  • 4.1. Delivery Terms as per Incoterms(c)2020 : _______________
  • 4.2. The Delivery Port for this SPA will be : _______________
  • 4.3. The Origin Port will be selected as the closest Airport or Seaport to the location of the Seller's Warehouse Address, as mentioned in Section 3.4 of this SPA, and will be communicated to the Buyer.
  • 4.4. Special Documents for Export Shipment : _______________
  • 4.5. The weight as represented by the Unit of Sale - Weight (Kgs) is allowed tolerance upto 5% as Seller's option, but no tolerance will be provided on the quantity of Items as denoted by Unit of Sale - Quantity.
  1. DELIVERY DATE

Within 45 (forty-five) calendar days from the Deal Date, where Shipments are delivered by Air, and within 60 (sixty) calendar days from the Deal Date, where Shipments are delivered by Sea.

  1. TOTAL SALES VALUE AND PRICE
  • 6.1. The Total Sales Value ('TSV') in United States Dollars is the product of the 'Sales Price per Unit of Sale' multiplied by the 'Unit of Sale - Quantity' and includes the Fulfillment Fee (or all costs incurred) for delivering the Items to the Delivery Port selected by the Buyer as per the Section 4.1. of this SPA.
  • 6.2. Sales Price per Unit of Sale in United States Dollars ('$') as per Delivery Terms mentioned in Section 4.1. of this SPA is : _______________
  • 6.3. The Total Sales Value ('TSV') for this SPA is: in United States Dollars ('$') : _______________ Only.
  1. CHARGES
  • 7.1. All charges for providing delivery of Items, as per the Delivery Terms, mentioned in Section 4, in compliance with the Incoterms(c)2020, are to account of Seller.
  • 7.2. All charges for taking delivery of Items and beyond are to account of Buyer.
  1. INSPECTION
  • 8.1. Inspections will be undertaken by an internationally reputed Inspection Agency (‘Inspection Agency’), which is Cotecna Inspection SA, Geneva, Switzerland. Two types of inspections maybe conducted by Inspection Agency called Pre-Shipment Verification conducted at the Origin Port or at the Seller's Warehouse Address, and Post-Shipment Verification at the Destination Port or Buyer's Warehouse Address, as selected by the Buyer.
  • 8.2. The Inspection under this SPA will be - _______________. Pre or Post-Shipment Verification (‘PSV’)’ will result in issuance of Pre or Post-Shipment Verification Report (‘PSVR’). Pre-Shipment Verification will be done at the Origin Port Warehouse or the Seller's Warehouse Address (as mentioned in Section 3.4. of this SPA) when the Items are ready for Export Shipment. The final location for conducting this inspection may be changed and informed by the Seller to the Inspection Agency, at the time of scheduling the inspection with the Inspection Agency. Post-Shipment Verification, similar to PSV, maybe done after arrival of Shipment on the Delivery Port Warehouse or at the Buyer's Warehouse Address, at the request of the Buyer and same needs to be communicated before arrival of Shipment on the Delivery Port. The Buyer may select either Pre-Shipment Verification on dispatch of Shipment or Post-Shipment Verification on arrival of Shipment.
  • 8.3. PSV verifies the physical quality, quantity and weight of Items before Shipment or after Delivery. The physical quality checks physical characteristics of Items as specified in the technical data sheet, while quantity is tallied for number of Unit of Sales, and weight is measured by weighing scales (or by the weigh bridge in case of container or truck or bulk loads). Additionally, the labels of Items for Shipment ('Label Checking'), as per Section 2 of this SPA, maybe done at time of PSV, as per the Buyer's requirement as confirmed by providing the required labels to the Seller before taking the Delivery of the Shipment. Where in the technical data sheet (_______________) chemical compisition of ingredients in that Item are specified, or on Buyer's request, then the testing maybe conducted in a laboratory ('Lab Testing'). PSVR will include the results of the analysis carried out in a Laboratory, as selected by the Inspection Agency. The samples for conducting the Lab Testing will be collected by the Inspection Agency at time of visit for inspection at the at the Origin Port Warehouse or at Seller's Warehouse Address, in case of Pre-Shipment Verification, and from the Delivery Port Warehouse or Buyer's Warehouse Address, in case of Post-Shipment Verification. The additional cost for 'Lab Testing' will be charged to the Buyer.
  • 8.4. PSVR will be issued within 2 (two) calendar days from date of PSV conducted at the Seller Warehouse Address. The Inspection Agency will provide the PSVR as per the Inspection Agency format.
  • 8.5. Pre-Shipment Verification will be based on visual physical inspection of Items which are ready for export Shipment. For the PSVR, collection of the suitable sample and examination of Items from Seller Warehouse Address will be done in line with the ISO 17025 rules of testing and sampling.
  • 8.6. For countries which require Certificate of Conformity (‘COC’), the COC will be issued by the Inspection Agency either directly or its authorized third-party which is approved by import country authorities.
  • 8.7. Issuance of COC will be based on documentary evaluation of the Test Report/s and Quality Management System Certificate/s provided by the Seller, at the time PSI.
  • 8.8. Seller will provide the Test Report/s and Quality Management System Certificate/s, issued by accredited third-party agencies, for issuance of the COC, to the Inspection Agency, as per the scheduled date for conducting inspection.
  • 8.9. Non-compliant Test Report and Quality Management System Certificates will result in non-issuance of COC by the Inspection Agency, and in such a case the Seller will be assumed to have defaulted on the contractual obligations of this SPA.
  1. DELIVERY PROCEDURE
  • 9.1. The Items under this SPA will be delivered by the Seller, as per the Delivery Terms mentioned in Section 4.1. of this SPA.
  • 9.2. The shipment under this SPA will be done by - _______________. Seller will be responsible for the shipment, export documentation and insurance of Items under this SPA, through Maalexi nominated Logistics Service Provider ('LSP'), for shipment and export documentation (and/or insurance) in case of Seller's Shipping Agency ('SSA'), and for export documentation (and/or insurance) in case of Buyer's Shipping Agency. Either of these terms can be selected by the Buyer before confirming the purchase.
  • 9.3. When the SSA is selected for the Shipment, then the Freight and Insurance will be prepaid in full by the Seller in case of CIF / CIP delivery terms, and will be paid by Buyer in case of EXW delivery terms. Where the Buyer purchases on SSA terms with CIF / CIP delivery terms then the Seller will need to comply with following terms:
    • 9.3.1. The original Shipment Document like - Air Waybill or Bill of Lading or Truck Waybill, will be picked-up by DHL directly from the office of LSP, immediately on disptach, before any payment is released from the escrow account or paid by the Buyer,
    • 9.3.2. The freight for the Shipment will be fully pre-paid by the Seller and mentioned on the Bill of Lading as 'Freight Prepaid',
    • 9.3.3. Once the Shipment Document has been issued the Seller waives its right to control, stop, seize or change the Delivery Port or the Consignee Name without due approval of the Buyer or through arbitration and legal modalities mentioned in the SPA,
    • 9.3.4. The detention free period allowed by the SSA should not be less than 14 (Fourteen) days at the Delivery Port. The Buyer may accept a shorter detention free period and in case the Buyer does not agree to shorter detention free period, then teh Buyer will need to notify about this before the issuance of the Bill of Lading.
  • 9.4. All Shipments, under this SPA, will be covered with cargo insurance either provided by the LSP or Seller's or Buyer's nominated Insurance Company covering 100% of the TSV. In case of shipment by the LSP then the Insurance for shipment will be done by DHL or UPS nominated cargo insurance company, or in case of application of Section 9.3. of the SPA, the Insurance will be provided, and be fully paid, by the Seller nominated Insurance Company but such a company needs to be acceptable, before issuance of the Insurance Certificate. In case of shipment through Buyer's Shipment Agency the Buyer is free to choose or not choose any Insurance.
  • 9.5. The Seller will provide 'General Documents' and 'Special Documents for Export Shipment', either directly or through respective third-party service providers on Maalexi.com, to the Buyer.
    • 9.5.1. General documents will include:
      • 9.5.1.1. One original Commercial Invoice (‘CI’) - signed and stamped – issued by the Seller.
      • 9.5.1.2. One original Packing List (‘PL’- signed and stamped – issued by the Seller.
      • 9.5.1.3. Electronically issued or scanned or hard copy of Certificate of Origin (‘COO’) issued by Chamber of Commerce of the Country of Origin or Country of Manufacture, provided by the Seller.
      • 9.5.1.4. An electronically issued or hard copy of Pre or Post Shipment Verification Report (‘PSVR’) issued by third-party internationally reputed Inspection Agency.
      • 9.5.1.5. Electronically issued or scanned or hard-copy of the Original Shipment Document which can be - a Bill of Lading (clearly mentioning 'Freight Prepaid', in case of Sea transport) or Air Waybill (in case of Air transport) or Truck Waybill (in case of Land transport) or Delivery Order (in case of pick-up by the Buyer from Seller's Warehouse Address). The Shipment Document should clearly mention Buyer as the Consignee, and Seller as the Shipper.
      • 9.5.1.6. Electronically issued ‘Insurance Certificate’, if required, to be provided in case of Shipment by Sea, Insurance to be be included in the Airway Bill if Shipment by Air, that covers cargo insurance from pick-up (at Origin) to destination (at Delivery Port) of Items, under this SPA.
      • 9.5.1.7. Fumigation or Disinfection Certificate, if required, will be issued by the LSP or SSA, and a copy will be provided to the Buyer.
    • 9.5.2. Special Documents for Export Shipment will need to be provided by the Seller to the Buyer, depending on the import requirements of the Buyer’s country for the specific HS Code Items. The Special Documents for Export Shipment, to be provided by the Seller under this SPA are mentioned in Section 4.4.
  • 9.6. All documents need to be provided in original, where hardcopies are issued by the issuing company on behalf of the Seller, to DHL at or immediately after Shipment.
  • 9.7. Seller will make the Items ready for export (‘Shipment’) which includes labelling, packing, and segregation of these Items before Shipping.
  • 9.8. If Buyer has requirement for labelling, then:
    • 9.8.1. Buyer will provide the requisite label design/s to the Seller
    • 9.8.2. Seller will provide the exemplar of the printed labels to Buyer for confirmation
    • 9.8.3. Seller will do the labelling of each Unit of Sale or Item, before the Pre-Shipment or Post-Shipment Verification is undertaken by the Inspection Agency
  • 9.9. For Shipments by air express or courier service, these Shipments will be accompanied by one document only - 'Commercial Invoice' - signed and stamped or digitally issued – by the Seller. Special documents, if required, as mentioned in Section 9.5.2., of this SPA, will be provided by the Seller.
  • 9.10. The Seller will upload the General and Special Documents for Export Shipment(‘Documents’) for acceptance of the Buyer, either before or immediately after Shipment.
  • 9.11. Once all the Documents have been uploaded on Maalexi.com and Buyer will be intimated, the Buyer will provide digital acceptance within 1 (one) day of submission of these documents. Buyer’s Acceptance of these Documents confirms the Buyer approval for export and payment as per the Payment Terms, mentioned in this SPA.
    • 9.11.1. In case of no response from Buyer, within 1 (one) day of submission of the Documents, they will be automatically deemed accepted by the Buyer.
    • 9.11.2. In case the Buyer wants to reject the Documents then the Buyer will need to click ‘Reject’ button in the dashboard (on Maalexi.com) which will open the dispute. The reason for rejection will be provided by the Buyer on opening the dispute.
  • 9.12. Seller will provide free access, delivery and requisite documentation for Items sold under this SPA to LSP.
  • 9.13. On intimation of arrival of Shipment at Delivery Port, by the LSP or SSA, the Buyer will promptly receive the Shipment.
  • 9.14. The Buyer bears full responsibility for communicating, taking deliveries and signing the required documents, for execution of successful delivery to the Buyer. Any costs or penalties (including demurrages at Delivery Port) incurred due to Buyer communicating misinformation, providing wrong data and extending incomplete information, negligence or delay at the Delivery Port will be on Buyer’s account. The Buyer agrees, and fully waives all Buyer rights, and that such costs maybe recovered from the Buyer by the Seller, Maalexi.com or LSP as deemed fit.
  1. PAYMENT TERMS AND PROCEDURE
  • 10.1. The 'Payment Terms' accepted by the Parties under this SPA are : _______________
  • 10.2. In case the Payment Method is 'Escrow - 100% Advance' then :
    • 10.2.1. Escrow is defined as a facility whereby funds remitted by the Buyer, against a specific Transaction DTN, are blocked in an escrow account held by the Escrow Facility Service Provider (‘EFSP’), and the EFSP under this SPA is www.escrow.com.
    • 10.2.2. For the first time, both the Seller and the Buyer will need to open an account with Escrow.com and will be fully bound by their Terms of Service and the General Escrow Instructions as provided by Escrow.com.
    • 10.2.3. Seller will provide a ‘Proforma Invoice’ to the Buyer that mentions the TSV and escrow as the payment mechanism.
    • 10.2.4. Buyer will remit, through bank or wire transfer, the Total Sales Value, mentioned in Section 6.4. of this SPA, to Escrow.com, within 5 (five) calendar days from the date of accepting the escrow contract provided by escrow.com.
    • 10.2.5. The amount corresponding to the TSV, under this SPA, will be blocked by Escrow.com and not released to either Parties, till the time Seller fulfils all the contractual obligations as per the ‘General Escrow Instructions’ (available on https://www.escrow.com/escrow-101/general-escrow-instructions). If the Seller does not fulfill all the obligations, then funds held in escrow facility will be returned back to the Buyer, without deduction of any charges, as applicable under the General Escrow Instructions signed by the Seller and Buyer with Escrow.com.
    • 10.2.6. In case of termination or dispute of the Transaction under this SPA, the fund settlement will be done as per the result of either the mutual agreement, arbitration award, or the legal verdict.
    • 10.2.7. In case of Buyer’s rejection of Items delivered by Seller under this SPA, the Buyer will need to comply with the General Escrow Instructions agreed with Escrow.com.
    • 10.2.8. Seller will complete fulfilment of responsibilities, under this SPA, and the Buyer agrees the funds held in the escrow account shall be released to the Seller, if the
      • 10.2.8.1. Original Way bill is handed over to DHL for courier to Buyer
      • 10.2.8.2. Buyer accepts 'Documents' on Maalexi.com
    • 10.2.8. The refund and return process will be as per the terms of General Escrow Instructions on Escrow.com.
  • 10.3. In case the Payment Method is 'Payment - Against Delivery with Advance' then:
    • 10.3.1. Buyer will remit, through bank or wire transfer, the Advance amount to the Seller's bank account as mentioned in the Proforma Invoice issued by the Seller or Total Sales Value amount mentioned in the SPA.
    • 10.3.2. The Original Way bill and all other Documents will be provided to the Buyer on receipt of rest of the payment amount in Seller's bank account, mentioned in the Commercial Invoice, issued by the Seller. The Original Way bill and the all other Documents will be delivered by DHL to the Seller on receipt of payment.
  • 10.4. In case the Payment Method is 'Payment - 100% Against Delivery' then:
    • 10.4.1. Buyer will remit, through bank or wire transfer, the Total Sales Value, mentioned in Section 6.4. of this SPA, to Seller informed bank account as mentioned in the Commercial Invoice, immediately on receipt of Shipment by the Buyer.
    • 10.4.2. The Original Way bill and all other Documents will be provided to the Buyer on receipt of rest of the payment amount in Seller's or Financing Party's bank account, as mentioned in the Commercial Invoice issued by the Seller. The Original Way bill and the all other Documents will be delivered by DHL to the Seller on receipt of payment. Financing Party is a Financial Institution that provides credit facility to the Seller, so that Seller can extend credit based Payment Terms to Buyers, including Payment on Delivery. The involvement of the Financing Party for the Payment will be mentioned in the Commercial Invoice issued by the Seller.
  • 10.5. In case the Payment Method is 'Payment - After Shipment: Way bill date + "X" days' (where X maybe be 30 / 45/ 60 / 90 / 120 ), this period i.e. Way bill date + "X" days' (where X maybe be 30 / 45/ 60 / 90 / 120 ) is called 'Credit Period' then:
    • 10.5.1. Buyer will remit, through bank or wire transfer, the Total Sales Value, mentioned in Section 6.4. of this SPA, to Seller's or Financing Party's bank account as mentioned in the Commercial Invoice, issued by the Seller, on or before the expiry of the Credit Period.
    • 10.5.2. The Original Way bill and all Documents will be provided to the Buyer either through DHL or directly from the Financing Party. Financing Party is a Financial Institution that provides credit facility to the Seller, so that Seller can extend credit based Payment Terms to Buyers, including Payment on Delivery. The involvement of the Financing Party for the Payment will be mentioned in the Commercial Invoice issued by the Seller.
  • 10.6. The physical Pre or Post-Shipment Verification is undertaken by the Inspection Agency and Buyer is given full opportunity to reject the Items before Shipment, hence the recourse to refund and return is not possible under this SPA, until agreed between the two parties through mutual agreement, arbitration award, or the legal verdict.
  • 10.7. The Seller waives all its rights to stop, divert, control or seize Shipment, once the Bill of Lading or Air Waybill or Truck Waybill or Delivery Order, has been issued with Buyer as the Consignee or Recipient.
  1. COMMUNICATIONS

All the communications related to this SPA will be done directly between the Seller and Buyer, and marking a copy of these email to [email protected], referencing the DTN of this SPA, in the subject line of the email.

  1. DURATION
  • 12.1. This SPA shall remain in valid ('Validity Period') up to 90 (ninety) days from the date of issue of this SPA.
  • 12.2. The Validity Period of this SPA cannot be extended except through mutually agreed dispute settlement on Maalexi.com, arbitration or a legal verdict.
  1. CONFIDENTIAL AND PROPRIETARY INFORMATION
  • 13.1. Parties engaged in this SPA might get involved in disclosure of information by one Party (the "Disclosing Party") to the other (the "Recipient Party") either directly or indirectly in any form whatsoever, including, but not limited to, in writing, in machine readable or other tangible form, orally or visually.
  • 13.2. Unless otherwise expressly authorized by the Disclosing Party, the Recipient Party agrees that it and any of its personnel receiving Proprietary Information under this SPA shall treat such Proprietary Information in strict confidence with the same degree of care applied to its own Proprietary Information of like importance, which it does not wish to disclose, publish, or disseminate to third parties.
  • 13.3. In no event will the Recipient Party divulge, in whole or in part, such information to any third party without the prior written consent of the Disclosing Party.
  • 13.4. Notwithstanding any other provisions of this SPA, each party acknowledges that Proprietary Information shall not include any information that: (i) is already known to the Recipient Party at the time of disclosure, or becomes publicly known through no wrongful act of the Recipient Party's part; (ii) is rightfully received by the Recipient Party from a third party without breach of this SPA; (iii) is independently developed by the Recipient Party without benefit of information received under this SPA; (iv) is furnished to a third party by the Disclosing Party without a restriction on the third party's right to disclose it; or (v) is explicitly approved for release by written authorization by the Disclosing Party.
  • 13.5. It is understood that all Proprietary Information disclosed under this SPA, is, and shall remain, the property of the Disclosing Party. Upon completion of this SPA, or upon written notice from the Disclosing Party, the Recipient Party agrees to return all Proprietary Information in its possession, in case they can prove that such information was transmitted by the Disclosing Party the Recipient Party.
  1. COMMITMENT
  • 14.1. Both Parties agree that they will not enter into any Agreements or Agreements with other service providers or stakeholders that would create a conflict of interest.
  • 14.2. All the Parties will strive to support each other on efficient execution of Transaction but will focus on their respective responsibilities to deliver terms of this SPA.
  • 14.3. Responsibilities of the Sellers: will include commitment to Delivery as per the Listing Details and Location Details of Items as stated in this SPA. Any deviations as indicated by the Pre Shipment Verification Report, and Certificate of Conformity will result in Penalties and Buyer's rejection. All costs and penalties due to non-compliance to the terms of this SPA as defined within the responsibilities of Seller, will be borne by the Seller.
  • 14.4. Responsibilities of the Buyer: will include commitment to Payment and taking Delivery of Items as accepted under this SPA. Any delays or lapses to pay or accept deliveries will attract requisite Penalties and Seller claims. All costs and penalties due to non-compliance to the terms of this SPA as defined within the responsibilities of Buyer, will be borne by the Buyer.
  • 14.5. The Penalties that would apply to defaulting Parties will be based on mutual negotiations, arbitration or the legal judgement.
  • 14.6. Buyer will be fully liable for all duties and/or taxes, demurrage costs and documentary compliances, without any recourse for shortfalls in duties and/or taxes and documentary compliances to either the Seller or Maalexi.com, before and after the delivery of Items under this SPA.
  • 14.7. Any additional duties and costs for importation that are incurred due to changes in the regulations or requirements at the Buyer import country or delivery location, will be invoiced to the Buyer for Buyer's prompt payment and settlement.
  1. TERMINATION
  • 15.1. This SPA cannot be terminated except through dispute resolution.
  • 15.2. Any fall out as a result of termination of this SPA with respect to the Transaction by Seller and/or Buyer will be their sole responsibility of each Party.
  1. INDEMNIFICATION
  • 16.1. Each Party ("Indemnifying Party") shall indemnify, hold harmless and defend the other Party ("Indemnified Party") and its officers, directors, service providers, employees, and affiliates, from and against any and all claims, demands, actions, costs, expenses, liabilities, judgments, causes of action, proceedings, suits, losses and damages of any nature, which are threatened or brought against, or are suffered or incurred by, the Indemnified Party or any such person to the extent caused directly by acts or omissions of the Indemnifying Party relating to this SPA.
  • 16.2. Indemnification under this Section includes without limitation (i) any negligent or tortuous conduct, (ii) any breach of any of the representations, warranties, covenants or Conditions of the Indemnifying Party contained in this SPA, (iii) any violation of applicable laws or regulations, (iv) infringement or violation of any patent, copyright, trade secret, or other proprietary interest of any third party, and (v) any breach of any express or implied warranties relating to all Parties, including implied warranties of merchantability and fitness for a particular purpose.
  1. FORCE MAJEURE
  • 17.1. The "Force Majeure" means an event beyond the control of all Parties, which prevents a Party from complying with any of its obligations under this SPA, including but not limited to:
    • 17.1.1. act of God (such as, but not limited to, fires, explosions, earthquakes, drought, tidal waves and floods);
    • 17.1.2. war, hostilities (whether war be declared or not), invasion, act of foreign enemies, mobilization, requisition, or embargo;
    • 17.1.3. rebellion, revolution, insurrection, or military or usurped power, or civil war;
    • 17.1.4. contamination by radioactivity from any nuclear fuel, or from any nuclear waste from the combustion of nuclear fuel, radio-active toxic explosive, or other hazardous properties of any explosive nuclear assembly or nuclear component of such assembly:
    • 17.1.5. riot, commotion, strikes, go slows, lock outs or disorder, unless solely restricted to employees of the Seller or Buyer; or
    • 17.1.6. acts or threats of terrorism.
  • 17.2. Consequences of Force Majeure
    • 17.2.1. Neither Party shall be considered in breach of this SPA to the extent that performance of their respective obligations (excluding payment obligations) is prevented by an Event of Force Majeure that arises after the date of this SPA.
    • 17.2.2. The Party (the "Affected Party") prevented from carrying out its obligations hereunder shall give notice to the other Parties of an Event of Force Majeure upon it being foreseen by, or becoming known to, the Affected Party.
    • 17.2.3. If and to the extent that the Affected Party is prevented from executing obligations under this SPA by the Event of Force Majeure, shall be relieved of its obligations to provide the Items or Services but shall endeavor to continue to perform its obligations under this SPA so far as reasonably practicable
    • 17.2.4. If and to the extent that the Affected Party suffers a delay during the Period as a result of the Event of Force Majeure, then it shall be entitled to an extension of this SPA as mutually agreed between the Seller and Buyer.
    • 17.2.5. If an Event of Force Majeure results in a loss or damage to any party, then these losses will be their own and no compensation will be accepted by either party.
  • 17.3. Optional Termination, Payment and Release
    • 17.3.1. Irrespective of any extension of time, if an Event of Force Majeure occurs and its effect continues for a period of 30 (thirty) days, then either party may give to the other a notice of termination (and marking a copy such a termination to [email protected]).
  1. CUSTOMS AND TAXES
  • 18.1. Customs policies vary widely from country to country, so Buyers should contact their local customs office for further information, and before undertaking any import transactions.
  • 18.2. The implications of Value Added Tax ('VAT') and other taxes including their calculation, invoicing, reimbursement and filing should be known by both Parties and is their own individual responsibility.
  • 18.3. Any other Taxation or Regulations related issues and compliances need to be checked and complied with by each of the Parties.
  1. DISPUTES AND ARBITRATION
  • 19.1. All the Parties will try to resolve their differences (for the purpose of this section, is referred to as "Dispute") through mutual consensus which if not reachable will then proceed for arbitration based on the rules of American Arbitration Association ('AAA'), United States of America, and the arbitration should be done digitally (for details on AAA please refer - https://www.adr.org/).
  • 19.2. Any dispute arising out of the formation, performance, interpretation, nullification, termination or invalidation of terms in this SPA or arising therefrom or related thereto in any manner whatsoever, shall be settled by arbitration in accordance with the provisions set forth under the Arbitration Rules ("the Rules"), by one or more arbitrators appointed in compliance with the Rules of the Arbitration Center. The language of arbitration will be English.
  • 19.3. For the purposes of this section, Parties waive any objection to either the Arbitration Center for arbitration for prosecution, as applicable, on the grounds that either of them is an inconvenient or inappropriate forum to settle any Dispute.
  1. GOVERNING LAW AND GUIDING PRINCIPLES
  • 20.1. Questions relating to this SPA that are not settled by the provisions contained in the contract itself shall be governed by the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention of 1980, hereafter referred to as CISG).
  • 20.2. Questions not covered by the CISG shall be governed by the UNIDROIT Principles of International Commercial Contracts, 2016 (hereafter referred to as UNIDROIT Principles), and to the extent that such questions are not covered by the UNIDROIT Principles, will be governed by the New York Law.
  • 20.3. This SPA is construed under New York Law.
  • 20.4. The place of legal court for this SPA will be in New York (United States of America).
  1. OTHER ASPECTS
  • 21.1. Quality of Items. As per the Technical Data Sheet attached with the listing and available on this link : _______________
  • 21.2. Assignment. Neither Party shall assign, pledge or otherwise transfer any of its rights, interest or obligations hereunder, whether by operation of law or otherwise.
  • 21.3. Counterpart. This SPA may be executed in any number of counterparts, and by each of the Parties on separate counterparts, each of which, when so executed, shall be deemed an original, but all of which shall constitute but one and the same instrument.
  • 21.4. Entire SPA. This SPA is applied in entirety on all Parties with respect to the Transactions contemplated hereby and supersedes all prior written and oral agreements, and all contemporaneous oral agreements, relating to such Transactions. This SPA is to be read in conjunction with the Maalexi.com Terms of Service.
  • 21.5. Notices. Unless otherwise specifically provided herein, all notices, consents, requests, demands and other communications required or permitted hereunder, and any such incident between Seller and Buyer should be promptly communicated to Maalexi.com (through an email to [email protected], referencing the DTN of this SPA in the subject line of the email).
  • 21.6. Timelines. All timelines or deadlines mentioned in this SPA are in calendar days.
  • 21.7. Severability. Any provision of this SPA, which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction.

IN WITNESS WHEREOF, this SPA is digitally accepted (and construed to be duly signed) by all the Parties under the hands of their duly authorized officers and is hereby made effective.

Seller Name : _______________

Digitally Accepted and deemed Signed on : _______________

Buyer Name : _______________

Digitally Accepted and deemed Signed on : _______________