MEDICA an established company whose head office address is at Ubora Tower Office 3402, 34th Floor, Marasi Drive in Business Bay – Dubai, UAE, (“Medica” or the “Seller”);
Each a “Party” and together the “Parties”.
PREAMBLE:
NOW THEREFORE, in consideration of the foregoing recitals, the mutual promises, agreements and covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
This “E-Agreement“, is intended to serve the commercial requirements of business to business electronic commerce partners.
It contains a basic set of provisions which can ensure that one or more electronic commercial transactions, hereinafter referred to as “E-Transactions“, may subsequently be concluded by commercial partners within a sound legal framework.
The E-Agreement aims at addressing all forms of electronic communications available to conclude E-Transactions. Commercial partners engaged in contractual relations based on the use of a combination of electronic commerce technologies.
The Buyer shall assign an authorized person (the “Authorized Person”) to proceed with the purchases exclusively for and on behalf of the Buyer, in order to avoid any inconvenience and or buys which could be unauthorized by the management of the customer (being clinics, doctors, medical entities etc.).
The Buyer should enter the contact details of the Authorized Person to make the purchase in the name of the medical entity and/or the Buyer.
The Buyer hereby irrevocably confirms and acknowledges that he will be solely responsible for the purchases executed by the Authorized Person and accordingly will DocuSign this E-Agreement as a proof of consent of its terms and conditions.
The E-Agreement can be used either for one transaction or for multiple transactions.
The E-Agreement consists of two parts:
A. the Instrument of Offer, whereby a Party offers to enter into commercial contractual relationships by electronic means and sends to the other Party, or makes available to the other Party, the terms under which it is prepared to do this.
B. the Instrument of Acceptance is submitted by the Accepter of the terms proposed in the Instrument of Offer if the terms proposed in the Instrument of Offer are acceptable.
The Parties further shall have the option to either pay for the purchased Products according to the authorized credit facility available on the App (in the form herein attached as Appendix 1) or by cash and/or credit card payments options.
The Parties agree to comply with all the relevant applicable laws, rules and regulations in connection with the sale of the Products through the App, and (b) the performance of this E-Agreement in addition to the good commercial practice, and for the uses and applications approved by the relevant health authorities.
In placing orders through the App, Medica will set forth description of the Products, price, model number, quantity and delivery date, including precise instructions for packing, invoicing and shipping, and other information necessary for the delivery.
All Products delivered pursuant to the terms of this E-Agreement shall be suitably packed for air freight shipment as per the common standard shipping cartons, marked for shipment to the Buyer’s address and delivered to the Buyer.
The Buyer may request the return the Products for credit if it is eligible for acceptance hence the returns must be (a) in original condition and in original packing, (b) current product models, and (c) shipped freight prepaid. To avoid any misunderstanding, for any approved return the related paid fees will be reelected as a credit on the Customer’s account for future purchases.
The return is not done by refund; however, it will be a credit on the customers’ account for future purchases.
Subject to applicable law, in no event shall medica be liable to the customer or any third party for any direct, indirect, incidental, consequential, punitive, or special damages or exemplary damages, or damages for economic loss, lost profits or revenue or failure to realize expected savings, or loss of use or interruption of business arising out of or in connection with this agreement and/or the use of the app, or the expiration or termination hereof, or any products, regardless of the form of action or theory of liability (including, without limitation, actions in contract, warranty, tort (including negligence), product liability, recission, indemnity, equity or otherwise).
The limitations of liability contained in this clause 6 shall survive the termination or expiration of this agreement indefinitely.
This E-Agreement constitutes the complete agreement and understanding of the Parties on the subject matters of this E-Agreement.
All designs, technical data, specifications, instructions, patterns, sales and price information and all other information confidential in nature or which is marked confidential and provided to the Buyer and/or its Authorized Person through the platform/App by Medica is the confidential property of Medica.
The E-Agreement provides the framework for the conclusion of subsequent E-Transactions.
In several instances, the E-Agreement provides the Parties with choices between alternatives.
The Parties are advised to review carefully the choices available and to decide whether to adopt the default or one of the other options.
Furthermore, the Parties are advised to take the following steps in connection with finalizing the E-Agreement:
• determine which forms of communication and which Messages shall be used and to be specified.
• determine which terms and conditions shall apply to the E-Transactions to be undertaken and to be specified.
The Parties should also be aware that there may be national or local limitations which apply to specific provisions or lead to restrictions which may generally need to be taken into consideration.
Each Party shall therefore, in addition to entering into the E-Agreement, take appropriate steps to ensure compliance with its own local relevant laws, in particular with regard to:
• Storage of messages;
• V.A.T. and other tax regulations if and when applicable;
• Data protection applicable laws.
Neither Party will acquire any ownership interest in each other’s intellectual property.
All names and other information concerning Medica’s users shall be deemed owned by Medica.
The Parties to the E-Agreement are independent and the E-Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.
Neither Party will have the power or authority to bind the other nor is to incur obligations on the other’s behalf without the other party prior written consent.
This Agreement shall be governed and construed under the laws and regulations of the United Arab Emirates as applicable in the emirate of Dubai. Any disagreement or dispute arising out of or relating to this Agreement, shall be settled, if possible, through good faith negotiation between the Parties.
Such good faith negotiations shall commence promptly upon a party’s receipt of notice of dispute from the other party and continue for a period of one month (30) calendar days. If such efforts are not successful, such dispute or disagreement shall be entitled to an adjudication in a court of competent jurisdiction in Dubai.
This Agreement may be DocuSign in one or more counterparts, with the same effect as if the signature on each counterpart were upon the same instrument.
A copy or facsimile of a party’s signature shall be binding upon the signatory with the same force and effect as an original signature.
