Terms and Conditions

I. Application of the Conditions of Sale

1. These Conditions of Sale apply to all customers of Max Frank Middle East FZE, registered with the Sharjah Airport International Free Zone (SAIF Zone) under license no 12882, Plot of Land M3-15 // P.O. Box 123601 Sharjah/UAE - hereinafter referred to as Max Frank Middle East.

2. These Conditions of Sale apply to all contracts made with the customer whose object is the supply of goods to the customer. Additional obligations assumed by Max Frank Middle East do not affect the application of these Conditions of Sale.

3. Terms of business of the customer conflicting with or differing from these Conditions of Sale or the provisions applicable according to section IX.-2. do not bind Max Frank Middle East, even if Max Frank Middle East does not object to them or even if Max Frank Middle East unconditionally renders performance or receives the customer's performance.

II. Formation of the Contract

Orders of the customer are to be put in writing. If the customer's order deviates from the proposal or the tender submitted by Max Frank Middle East, the customer will emphasize the differences as such.

2. All orders, in particular also those received by employees of Max Frank Middle East, will take effect exclusively if followed by a written acknowledgement of the order by Max Frank Middle East. The written acknowledgement of the order can also be formulated on the document which also serves as a delivery note. The actual delivery of the goods ordered, any other conduct of Max Frank Middle East or silence on the part of Max Frank Middle East does not allow the customer to assume the formation of the contract. Max Frank Middle East can dispatch such written acknowledgement of the order up to and including fourteen (14) calendar days after the customer's order has been received by Max Frank Middle East.

3. The written acknowledgement of the order by Max Frank Middle East shall be received in time, if it is received by the customer within fourteen (14) calendar days after its date of issue. The customer will inform Max Frank Middle East without delay in writing, if the written acknowledgement of the order is received with some delay.

4. The written acknowledgement of the order by Max Frank Middle East sets out all the terms of the contract and brings the contract into effect even if - except for the description or the price for the goods and the quantity to be delivered - the written acknowledgement is not consistent with the declarations of the customer in every respect, especially with reference to the exclusive application of these Conditions of Sale. The contract will only fail to come into existence if the customer objects in writing that the acknowledgement of the order by Max Frank Middle East is not completely consistent with the declarations of the customer, the customer specifies the deviations in writing and if the objection is received by Max Frank Middle East within a short time, at the latest seven (7) calendar days, after receipt of the written acknowledgement of the order by the customer.

5. Particular wishes of the customer, namely particular expectations of the customer regarding the usage or the condition of the goods, guarantees or warranties with reference to the goods or the performance of the contract, as well as performance declarations, instruction manuals or security-related information requested by the customer in electronic or print form, require express written confirmation by Max Frank Middle East in every case.


6. Amendments to the concluded contract always requires written confirmation by Max Frank Middle East.

III. Obligations of Max Frank Middle East

Subject to a failure of delivery on the part of its suppliers, regardless of a corresponding covering transaction or an exemption under section VII.-1. b), Max Frank Middle East must deliver the goods specified in the order and transfer ownership of the goods. Max Frank Middle East is not obliged to perform obligations not stated in the written acknowledgment of the order by Max Frank Middle East or in these Conditions of Sale, in particular Max Frank Middle East is under no obligation if not explicitly agreed upon in writing to give information regarding the goods, to furnish documents or certificates regarding the goods, to deliver accessories, to install additional safety devices, to carry out assemblies or to advise the customer.

2. Max Frank Middle East’s obligations under the contract made with the customer are owed only to the customer. Third parties not involved in the formation of the contract, in particular the customer's clients, are not entitled to request delivery to be made to them or to assert any other claim arising from the customer’s contract with Max Frank Middle East. The customer gives Max Frank Middle East an unlimited indemnity against all claims made by contracting partners of the customer against Max Frank Middle East invoking the contract made between Max Frank Middle East and the customer. The customer's entitlement to take delivery continues to exist even if he assigns rights to third parties.

3. Taking account of the tolerances customary in trade, Max Frank Middle East undertakes to deliver to the customer goods of the agreed kind and quantity which meet the common standards applicable in the SAIF Zone/the Emirate of Sharjah and ensures that at the time of delivery the goods are free from rights or claims of private third parties which could prevent its use within the Emirate of Sharjah. If the goods cannot be delivered in the condition offered at the time of the formation of the contract because technical improvements to goods of series production were made, Max Frank Middle East is entitled to deliver the goods with the technical improvements. Divergences in construction, measure and size, structure and colour are reserved as far as they result from the nature of the materials used and are customary in trade. Max Frank Middle East is entitled to make part deliveries and to invoice them separately.

4. The organization of the transport and the insurance of the goods is none of Max Frank Middle East’s obligations but is incumbent upon the customer. If the customer does not give a counter instruction in writing in time, Max Frank Middle East is entitled - even without the customer asking for it or without such a commercial practice existing - to contract on terms usual in Sharjah in the customer’s name and at the customer’s expense for carriage of the goods at the customer’s risk and for insurance of the transport to the destination indicated by the customer and - if such a destination is not indicated - to the place of business of the customer.

5. Compliance with agreed delivery time periods or delivery dates is subject to the customer's procuring any required documents, releases, permits, approvals, licences or any other authorizations or consents in sufficient time, opening letters of credit and/or making down-payments as agreed and performing all other obligations incumbent upon him properly and in good time, and that after the formation of the contract no modifications or changes had to be carried out on customer’s request, and subject to no delay caused by pre-shipment inspections mandated by not-SAIF-Zone-authorities. Moreover, agreed delivery time-periods begin on the date of the written acknowledgement of the order by Max Frank Middle East. After informing the customer, Max Frank Middle East is entitled to deliver earlier than at the agreed delivery time or to select the date of delivery within the agreed period for delivery.

6. Without prejudice to its continuing legal rights, Max Frank Middle East is entitled to fulfil its obligations after the delivery time periods or delivery dates agreed upon, if the customer is informed that Max Frank Middle East will exceed the delivery time limit and of the time period for late performance. Subject to aforesaid conditions, Max Frank Middle East is entitled to make repeated attempts at late performance. The customer can object to late performance within reasonable time, if the late performance is unreasonable. An objection is only effective, if it is received by Max Frank Middle East before commencing late performance. Max Frank Middle East will reimburse necessary additional expenditure, proven and incurred by the customer as a result of exceeding the delivery time to the extent that Max Frank Middle East is liable for this under the provisions laid down in section VII.

7. The risk of accidental loss or deterioration of the goods shall pass to the customer upon handover of the goods to the shipping carrier. This applies regardless of whether the delivery occurs on the originally agreed delivery dates or on later dates requested by the customer. Max Frank Middle East retains responsibility for the proper loading of the goods prior to handover to the carrier.

8. Max Frank Middle East is neither obliged to clear the goods for export nor to take care of customs advance declarations. However, Max Frank Middle East will apply for necessary export licences and operate customs formalities necessary for the export if the customer has requested Max Frank Middle East to do so and has furnished Max Frank Middle East with the data essential for the export in a written notice attending to this purpose exclusively. If the goods are not cleared for export without any intentional or grossly negligent fault on the part of Max Frank Middle East, Max Frank Middle East is entitled to avoid the contract in whole or in part without compensation.

9. Unless expressly agreed otherwise in written form, Max Frank Middle East is not obliged to obtain proves of delivery, documents, certificates, licences or other authorizations necessary for the export, transit or import, or to achieve security clearance of the goods required for the carriage or otherwise or to render assistance to the customer in obtaining them.

10. Max Frank Middle East is in no case liable to perform duties associated with the making available of the goods on the market outside the Emirate of Sharjah, to bear levies, duties and charges accruing outside the SAIF-Zone, to comply with weight and measuring systems, packaging, labelling or marking requirements or registration or certification obligations applicable outside the SAIF-Zone or to comply with any other legal provisions applicable to the goods outside the SAIF-Zone / the Emirate of Sharjah. The customer will arrange for translations in any language other than English of instructions, safety information, performance declarations or other written materials about the goods required by law or called for otherwise at his risk and expense.

11. Without prejudice to its continuing legal rights and without a previous notice to the customer being necessary, Max Frank Middle East is entitled to suspend the performance of its obligations as long as, in the opinion of Max Frank Middle East, there are grounds for concern that the customer will wholly or partly fail to fulfil his obligations in accordance with the contract. In particular, the right to suspend arises if the customer insufficiently performs his obligations to enable payment to Max Frank Middle East or a third party or pays late or if the limit set by a credit insurer has been exceeded or will be exceeded with the forthcoming delivery. Instead of suspending performance Max Frank Middle East is entitled at its own discretion to make future deliveries, even if confirmed, conditional on payment in advance or on opening of a letter of credit confirmed by one of the big accredited commercial banks in the Emirate of Sharjah. Max Frank Middle East is not required to continue with performance of its obligations, if an assurance given by the customer to avoid the suspension does not provide adequate security or could be challenged pursuant to an applicable law.

12. Except as provided in section III.-6., Max Frank Middle East is only obliged to inform the customer of possible disruption in performance, once the commencement of the disruption is definitely certain for Max Frank Middle East.

13. If Max Frank Middle East is hindered in the fulfilment of its contractual obligations, in particular the delivery of products, due to force majeure, Max Frank Middle East will be exempted from liability for the duration of the hindrance as well as for a reasonable start-up time afterwards, without being obliged to pay compensation to the customer. The same shall apply if the fulfilment of the obligations of Max Frank Middle East is unreasonably impeded or temporarily impossible due to unforeseeable circumstances beyond the control of Max Frank Middle East, in particular due to strike, pandemic, epidemic, measures of public authorities, lack of energy, difficulties in supply on the part of a subcontractor, or material interruptions of operation, including, in particular cyber-attacks. This
also applies if such circumstances occur at one of Max Frank Middle East’s sub-contractors. It shall equally apply in case Max Frank Middle East is in default. To the extent Max Frank Middle Eastis released from its obligation to supply, Max Frank Middle East will grant back preliminary performances of the customer as may have been made. Max Frank Middle East shall be entitled to rescind the contract after a reasonable period has elapsed if such hindrance continues for more than four months and the performance of the contract is no longer of interest to Max Frank Middle East due to such hindrance. Upon the customer's request, Max Frank Middle East will after expiration of such period declare whether it will exercise its right of rescission or will deliver the products within a reasonable period.

IV. Obligations of the Customer

1. Irrespective of continuing obligations of the customer to guarantee or to enable payment, the customer undertakes to pay the agreed price for the goods in the currency specified in the written acknowledgement of the order transferring it without deduction and free of expenses and costs to one of the financial institutions designated by Max Frank Middle East. To the extent that a price for the goods has not been agreed, the price which is at the time of delivery Max Frank Middle East's usual selling price for the goods will apply. Max Frank Middle East's employees, commercial agents or other sales intermediaries are not authorized to accept payments.

2. The payment to be made by the customer is in any event due for payment at the time specified in the written acknowledgement of the order or - if a time for payment is not indicated - on receipt of the invoice. The due time for payment arises without any further pre-condition and, in particular, does not depend on whether the customer has already taken delivery of the goods or the documents or has had an opportunity to examine the goods. The periods granted for payment will cease to apply and outstanding accounts will be due for immediate payment, if insolvency proceedings relating to the assets of the customer are applied for, if the customer without providing a justifiable reason does not meet fundamental obligations due towards Max Frank Middle East or towards third parties, if the customer has provided inaccurate information regarding his creditworthiness or to the extent that the cover given by a credit insurer for the customer is reduced on grounds for which Max Frank Middle East is not responsible.

3. Regardless of the currency and of the jurisdiction of any arbitral tribunal or court, Max Frank Middle East is entitled at its own discretion to set off incoming payments against claims existing against the customer by virtue of its own or assigned rights at the time of payment.

4. Any statutory rights of the customer to set-off against claims of Max Frank Middle East, to withhold payment, or to withhold taking delivery of the goods are excluded, except where the corresponding claim of the customer against Max Frank Middle East is in the same currency, is founded in the customer's own right, and is either due and undisputed or has been finally adjudicated, or where, despite a written warning by the customer, Max Frank Middle East has committed a fundamental breach of its obligations arising out of the same contractual relationship and has not offered any adequate assurance.

5. The customer will not promise or perform any act with regard to the goods purchased from Max Frank Middle East, if such act is forbidden under the applicable provisions in particular of any applicable foreign trade law. To the extent that the customer is unsure whether such prohibitions exist, the customer shall seek consultation with Max Frank Middle East in writing.

6. The customer will monitor the goods purchased from Max Frank Middle East in the market and will inform Max Frank Middle East without delay in writing of any concern that the goods might pose a risk for third parties. Moreover, the customer will, without any demand being necessary, inform Max Frank Middle East in writing if Max Frank Middle East has to observe any particular duties of reporting or registration or providing information or prior notification or other requirements for access to market or has to comply with obligations to retain documents, under the provisions in force in the SAIF-Zone/the Emirate of Sharjah or in the country where the goods are to be used.

7. Irrespective of any statutory provisions, the customer shall at his own cost take care of or in any other way ensure renewed utilization, material recycling or otherwise prescribed waste-disposal of the goods delivered by Max Frank Middle East to the customer and of the packaging material.

V. Delivery of non-conforming Goods or Goods with Defective Title

1. Without prejudice to any exclusion or reduction of liability of the seller provided by law, goods do not conform with the contract if the customer proves that, taking into account the terms in section III., at the time the risk passes the packaging, quantity, quality or the description of the goods is significantly different to the specifications laid down in the written acknowledgement of the order, or in the absence of agreed specifications, the goods are not fit for the purpose which is usual in SAIF-Zone/the Emirate of Sharjah. Regardless of the stipulation established in sentence 1, the goods shall be deemed to conform with the contract to the extent that the legal regulations applicable at the place of business of the customer do not prevent the usual use of the goods.

2. To the extent that the written acknowledgement of the order by Max Frank Middle East does not contain an explicit statement to the contrary, Max Frank Middle East is in particular not liable for the goods being fit for a purpose which is not usual in SAIF-Zone/the Emirate of Sharjah or for complying with further reaching expectations of the customer or for possessing the qualities of a sample or a model or for their compliance with the legal regulations existing outside SAIF-Zone/the Emirate of Sharjah. In particular, slogan-like definitions, references to generally accepted norms, the use of brands, trademarks, adverts or prospectus do not in themselves constitute a guarantee. Max Frank Middle East shall also not be liable for any non-conformity with the contract that did not exist at the time the risk has passed. To the extent that the customer, either himself or through third parties, initiates the removal of non-conformities without the prior consent of Max Frank Middle East in writing, Max Frank Middle East will be released from its liability.

3. The customer is obliged towards Max Frank Middle East to examine or to have examined every single delivery comprehensively for any discoverable or typical lack of conformity with the contract and moreover as required by law.

4. Without prejudice to any exclusion or reduction of liability of the seller provided by law, goods have a deficiency in title if the customer proves that the goods are not free from enforceable rights or claims of private third parties at the time risk passes. Without prejudice to further legal requirements, third parties’ rights or claims founded on industrial or other intellectual property constitute a deficiency in title only to the extent that the rights are registered, made public and in legal force in SAIF-Zone/the Emirate of Sharjah and prevent the usual use of the goods in SAIF-Zone/the Emirate of Sharjah. Regardless of the stipulation established in sentence 1, title to the goods shall be deemed not to be defective to the extent that the legal regulations applicable at the place of business of the customer do not prevent the usual use of the goods.

5. Such notice has to be made in writing and directly to Max Frank Middle East and to be formulated in such a precise manner as to enable Max Frank Middle East to effect remedy measures without need for further inquiries from the customer and to secure claims against Max Frank Middle East’s suppliers and moreover as required by law. Max Frank Middle East’s employees, commercial agents or other sales intermediaries are not authorised to accept notices outside Max Frank Middle East’s premises or to make any statements concerning lack of conformity with the contract or of title and its consequences.

6. Following due notice according to section V.-5., the customer can rely on the remedies provided by these Conditions of Sale. The customer has no other rights or claims whatsoever and no claims of a non-contractual nature due to delivery of non-conforming goods or goods with defective title. In the event of notice not having been properly given, the customer may only rely on remedies if Max Frank Middle East has intentionally concealed the lack of conformity with the contract or the deficiency in title. Statements by Max Frank Middle East as to the lack of conformity with the contract or as to the deficiency in title are for the purpose of explaining the factual position only, but do not entail any waiver by Max Frank Middle East of the requirement of proper notice.

7. The customer is not entitled to remedies for delivery of non-conforming goods or goods with a deficiency in title, insofar as the customer is liable towards third parties for conditions of the goods or their fitness for a use which are not subject of the agreement with Max Frank Middle East, or if the customer’s claim is based on foreign law.

8. To the extent that the customer in accordance with the terms of these Conditions of Sale is entitled to remedies because of delivery of non-conforming goods or goods with defective title, he is entitled to demand, at the choice of Max Frank Middle East, delivery of substitute goods or repair and upon failing or unwillingness to repair/redelivery, to demand reduction of the price for the goods. The delivery of substitute goods or repair does not lead to a recommencement of the limitation period. The reduction of the price for the goods is limited to the damages suffered by the customer. Further claims for performance are not available to the customer. Irrespective of the customer’s remedies, Max Frank Middle East is always entitled to repair goods which do not conform with the contract or to supply substitute goods or to avert the customer's remedies by giving him a credit note of an appropriate amount.

9. The assertion of claims based on defects / non-conformities is excluded if such defect / non-conformity results from natural wear and tear in particular of wear parts (such as but not limited to sealings or moving parts) or is due to improper handling, mounting, operation, or storage, or faulty modification or repair of the products performed by the customer or third parties. The same shall apply to defects attributable to the customer, in particular in case the defect is based on electric, thermic, chemical or physical factors as well as the use of unsuitable operating materials which are unusual and which the customer did not point out to Max Frank Middle East in writing. The same applies to defects resulting from a technical cause external to the delivered goods.

10. In case of unjustified assertion of remedies for delivery of non-conforming goods or goods with a deficiency in title, although the customer is or ought to have been aware that a non-conformity or a deficiency in title does not exist or that the cause for such non-conformity or deficiency in title claimed are not to be attributed to Max Frank Middle East, the customer is obliged to reimburse Max Frank Middle East for expenses incurred due to the unjustified assertion of claims.

VI. Termination of the Contract

1. The customer is entitled to declare the contract terminated, without the need of a court order under the applicable law, if the respective applicable legal requirements are complied with, after he has threatened Max Frank Middle East within reasonable time after the facts justifying the termination of the contract had occurred with termination of the contract in writing and an additional period of time of reasonable length for performance fixed in writing has expired to no avail. If the customer claims delivery of substitute goods, repair or other performance, he is bound for a reasonable period to the chosen remedy, without being able to exercise the right of declaring the contract terminated. In any event, the customer must give notice of termination of the contract within reasonable time after the additional period has expired in writing and to Max Frank Middle East directly.

2. Without prejudice to its continuing legal rights, Max Frank Middle East is entitled to terminate the contract in whole or in part if the customer objects to the application of these Conditions of Sale, if the implementation or performance of the contract is prohibited by the appliable law in SAIF-Zone/the Emirate of Sharjah, in whole or in part, if on grounds for which Max Frank Middle East is not responsible the written acknowledgement of the order by Max Frank Middle East is received by the customer more than fourteen (14) calendar days after its date of issue, if insolvency proceedings relating to the assets of the customer are applied for, or if for other reasons Max Frank Middle East cannot be expected to fulfil its obligations by means which - taking into consideration its own interests and that of the customer as far as ascertainable and legitimate at the time of formation of the contract - are unreasonable, in particular in relation to the agreed counter-performance.

3. Without prejudice to its continuing legal rights, Max Frank Middle East is entitled to, without the need of a court order under the applicable law, terminate the contract in whole or in part after prior warning if the customer does not place call off orders as agreed, if he does not furnish Max Frank Middle East with the data necessary to apply for customs formalities in due time, if without providing a justifiable reason he does not meet fundamental obligations due towards Max Frank Middle East or towards third parties, if he has provided inaccurate information regarding his creditworthiness or to the extent that the cover given by a credit insurer is reduced on grounds for which Max Frank Middle East is not responsible.

VII. Damages

1. Without waiving the legal requirements, Max Frank Middle East is only obliged to pay damages due to the breach of obligations resulting from the contract with the customer, the contractual negotiations carried on with the customer or the business relation with the customer in accordance with the following provisions. These provisions apply equally for all of Max Frank Middle East’s obligations to reimburse expenses.

a) The customer is required in the first instance to rely on repair/rectification of non-conforming products and can only claim damages in the event of a continuing deficiency on the delivered goods. The customer cannot claim damages as an alternative to other remedies.

b) Max Frank Middle East is not liable for the conduct of suppliers, subcontractors, carriers or freight-forwarders, for damages to which the customer has contributed or for the consequences of customer interference with the security technology of the delivered goods. Max Frank Middle East is not liable if the contract cannot be performed as agreed at the time of its formation due to subsequent statutory or sovereign measures. Neither is Max Frank Middle East liable for impediments which occur, as a consequence of natural or political events, acts of state, industrial disputes, sabotage, accidents, terrorism, biological, physical or chemical processes or comparable circumstances and which cannot be controlled by Max Frank Middle East with reasonable means. Moreover, Max Frank Middle East is only liable to the extent that the customer proves that the executive bodies or members of staff of Max Frank Middle East have deliberately or negligently breached contractual obligations owed to the customer.

c) In the event of liability, Max Frank Middle East will compensate within the limits of lit. d) the losses of the customer to the extent that the customer proves that he has suffered an unavoidable loss caused by the breach of obligations owed to the customer by Max Frank Middle East and foreseeable to Max Frank Middle East, at the time of the formation of the contract in respect of the occurrence of the loss and its amount. Moreover, the customer is required to mitigate his loss as soon as a breach of contract is or ought to be known.

d) To the maximum extent valid under applicable mandatory law, Max Frank Middle East is not liable for indirect or consequential damages including but not limited to loss of profit, damage to reputation, loss of savings, business interruption, loss of production, standstill or fines. Moreover, the number of damages for late or non-existent delivery is limited to 0.5 per cent for each full week of delay, up to a maximum of 5 per cent, and in case of remedies because of delivery of non-conforming goods and/or goods with a deficiency in title is limited to an amount of 100 per cent of the value of the non-conforming part of the contract. However, this subparagraph does not apply to injury of life, body or health, to intentional concealment of the non-conformity or deficiency in title of the goods and to breaches of contractual obligations due to intentional harm or gross negligence.

e) For breach of contractual, pre-contractual or obligations resulting from the business relation owed to the customer, Max Frank Middle East is obliged to pay damages exclusively in accordance with the provisions of these Conditions of Sale. Any recourse to concurrent bases of claim, in particular of a non-contractual nature, is excluded. Equally excluded is any recourse against Max Frank Middle East’s company organs, employees, servants, members of staff, representatives and/or those employed by Max Frank Middle East in the performance of its obligations on grounds of breach of contractual obligations owed by Max Frank Middle East.

f) Insofar as the limitation period may not already have barred the claim, claims for damages brought by the customer are excluded after five (5) years beginning with the rejection of the claim for damages by Max Frank Middle East.

2. Irrespective of continuing statutory or contractual claims, the customer is obliged to pay damages to Max Frank Middle East as follows:

a) In the event of delay in payment, the customer will pay the costs of arbitral, judicial and extra-judicial means and proceedings, usual and accruing within SAIF Zone/the Emirate of Sharjah, however, to the exclusion of any interest.

b) In the case of a late taking delivery of the goods by the customer by more than one (1) month, Max Frank Middle East is entitled to claim damages to recover its actual costs. In the case of a late taking delivery of the goods by the customer by more than three (3) month or an entire failure to take delivery as well as in the event of non-delivery due to a breach of contract by the customer, Max Frank Middle East is additionally entitled to terminate the contract and claim damages for any actual costs, losses and expenses, however, to the exclusion of any interest.

c) If the contract has been terminated by the customer without justification, Max Frank Middle East is entitled, insofar as it consents to the termination, to claim damages without evidence being necessary in the amount of 30 per cent of the value of the goods to be delivered, however, this shall not be deemed to include or the customer to be engaged in any interest.

3. Within the bounds of what is legally possible as well as within what is usual in the trade, the customer is in his commercial relationships with his clients obliged to limit his liability both in principle and in amount.

VIII. Other Provisions

1. Title of the goods that have been delivered remains with Max Frank Middle East until settlement of all claims existing against the customer. The allocation of risk as to price and performance in section III.-7. is not affected by the reservation of title.

2. Irrespective of continuing statutory or contractual claims, the customer will indemnify Max Frank Middle East without limit against all claims of third parties which are brought against Max Frank Middle East on the grounds of product liability or similar provisions, to the extent that the liability is based on circumstances which - such as, for example, the presentation of the product - were caused by the customer or other third parties without express written consent of Max Frank Middle East. In particular, the indemnity also includes the reimbursement for expenses incurred by Max Frank Middle East and is granted by the customer waiving further conditions or other objections, in particular without requiring compliance with control and recall obligations and waiving any defence of limitation.

3. For product liability reasons, unless in writing directed to so by Max Frank Middle East, the customer shall be prohibited from modifying the products, in particular but not limited to modifying or removing existing risk warnings, serial numbers, specification plates, certificates, safety instructions and the like. In the adverse case the customer shall internally indemnify Max Frank Middle East from and against all claims asserted by third parties and which result from such breaches of the stipulations of this section for which the customer is responsible. However, in any event Max Frank Middle East is caused to call back or send a warning notice due to a defect in the delivered goods, the customer shall use its best efforts to support Max Frank Middle East to the extent Max Frank Middle East deems it reasonable and appropriate, in particular when it comes to obtaining the necessary end user and site data. The customer shall bear the costs for the product recall or warning notice unless he is not responsible for the defect in the products.

IX. General Basis of Contracts

1. The place of payment and performance for all remaining obligations arising from the legal relationship between Max Frank Middle East and the customer is SAIF-Zone/the Emirate of Sharjah. These provisions also apply if Max Frank Middle East assumes the costs of money remittance, renders performance for the customer somewhere else or payment is to be made in exchange of documents or goods or in the case of restitution of performances already rendered.

2. Any and all legal relations between Max Frank Middle East and the customer, including these Conditions of Sale, shall be governed by the laws of the Emirate of Sharjah and the federal laws of the United Arab Emirates applicable in the Emirate of Sharjah. The United Nations Convention on Contracts for the International Sale of Goods (1980) shall not apply.

3. If provisions of these Conditions of Sale should be or become partly or wholly ineffective, the remaining arrangements will continue to apply. The parties are bound to replace the ineffective provision with a legally valid provision, as close as possible to the commercial meaning and purpose of the ineffective provision.