1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply:

In these Terms, references to writing include email. References to ‘days’ mean calendar days unless specified as ‘working days.’ Headings are for convenience only and do not affect interpretation.

2. Quotations and Orders

2.1 Quotations

All Quotations issued by Amanah are valid for 30 days from the date of issue unless stated otherwise in writing. Quotations are based on the specifications, volumes, and information provided by the Client at the time of enquiry. Any change to those specifications may result in a revised Quotation.

2.2 Order Placement

An Order is placed by the Client submitting a written purchase order, signed order form, or written acceptance of a Quotation. An Order becomes legally binding only upon Amanah’s written confirmation of acceptance. Amanah reserves the right to decline any Order at its sole discretion.

2.3 Order Changes

Any request to change an Order after confirmation must be made in writing and is subject to Amanah’s written approval. Changes may result in price adjustments, revised lead times, or additional charges, all of which will be communicated before the change is implemented. Amanah is not obligated to accept change requests where production has already commenced.

2.4 Order Cancellation

Orders may not be cancelled once Amanah has commenced production unless Amanah agrees in writing. In the event of an agreed cancellation:

The Client shall be liable for all costs incurred by Amanah up to the point of cancellation.

A cancellation fee of up to 30% of the Order value may be applied at Amanah’s discretion.

All tooling, design, and material costs incurred shall be charged in full.

3. Pricing and Payment

3.1 Prices

All prices are quoted in United States Dollars (USD) unless otherwise stated in the Quotation. Prices are exclusive of VAT, applicable taxes, duties, freight, insurance, and any other charges, which will be itemised separately. Amanah reserves the right to adjust prices where costs have materially changed due to currency fluctuation, raw material price movements, or other factors beyond its control, provided reasonable notice is given.

3.2 Payment Terms

Unless otherwise agreed in writing, the following payment terms apply:

New Clients: 100% payment in advance before production commences.

Established Clients (by written agreement only): 50% deposit on Order confirmation; 50% balance prior to despatch.

Capital Equipment (SecureSealing™ Machine): Payment terms to be agreed in writing on a case-by-case basis.

3.3 Late Payment

Invoices not paid by the due date may be subject to late payment interest at a rate of 2% per month on the outstanding balance, compounded monthly. Amanah reserves the right to suspend production, withhold delivery, or terminate the Agreement in the event of persistent late payment.

3.4 Disputed Invoices

If the Client disputes any part of an invoice, they must notify Amanah in writing within 7 days of the invoice date, specifying the nature of the dispute. Undisputed amounts remain due and payable on the original payment terms.

3.5 Taxes and Duties

The Client is responsible for all applicable import duties, customs clearance charges, VAT, and any other taxes levied in the Client’s country or territory. Amanah shall not be responsible for any delays or costs arising from customs clearance.

4. Specifications, Artwork and Customisation

4.1 Client Specifications

The Client is responsible for providing accurate and complete specifications, artwork files, and technical requirements prior to Order confirmation. Amanah will not be liable for any errors, defects, or non-conformance resulting from incorrect, incomplete, or misleading specifications provided by the Client.

4.2 Artwork and Design Files

All artwork must be supplied in the agreed format (PDF, AI, EPS, or as otherwise specified) at the required resolution and with embedded fonts and colour profiles. Amanah accepts no liability for print quality, colour variation, or dimensional inaccuracy resulting from artwork submitted below the required specification.

4.3 Proofs and Approvals

Where a proof or sample is required, it must be reviewed and approved by the Client in writing before full production commences. Approval of a proof constitutes the Client’s acceptance that the production output will be consistent with the approved proof. No claims relating to specification, colour, or appearance can be accepted after proof approval.

4.4 Tolerances

All Products are manufactured within standard industry tolerances for dimensions, weight, and colour. Variations within these tolerances do not constitute a defect. Where the Client requires tighter tolerances, this must be agreed in writing at the Quotation stage and may result in additional charges.

4.5 Intellectual Property in Artwork

The Client warrants that it owns or has the necessary rights and licences to use all artwork, logos, trade marks, and other intellectual property submitted to Amanah for use in connection with an Order. The Client indemnifies Amanah against any claim, loss, or liability arising from the use of Client-supplied intellectual property.

5. Production, Lead Times and Delivery

5.1 Lead Times

All production lead times stated in a Quotation or Order confirmation are estimates only, unless expressly stated as a guaranteed delivery date in writing. Lead times commence from the date of: (a) receipt of full payment or agreed deposit; and (b) receipt of all required artwork, specifications, and approvals. Delays in either of these will extend the lead time accordingly.

5.2 Delivery

Unless otherwise agreed, delivery is Ex-Works (EXW) from Amanah’s facility. Risk in the Products passes to the Client upon handover to the carrier. The Client is responsible for arranging and funding freight, insurance, and customs clearance unless Amanah has expressly agreed in writing to manage these on the Client’s behalf.

5.3 Delivery Acceptance

The Client must inspect all deliveries upon receipt. Any visible damage, shortage, or discrepancy must be reported to Amanah in writing within 48 hours of delivery. Claims submitted after this period may not be accepted.

5.4 Force Majeure

Amanah shall not be liable for any failure or delay in performing its obligations where such failure or delay results from a Force Majeure Event. Amanah will notify the Client promptly in writing of any such event and its expected impact on the Order. If a Force Majeure Event continues for more than 60 days, either party may terminate the affected Order by written notice without liability.

6. Quality, Warranty and Returns

6.1 Quality Standards

Amanah warrants that all Products will be manufactured using appropriate materials and processes consistent with the agreed specification and Amanah’s standard quality control procedures. All production batches are subject to multi-stage quality inspection before release.

6.2 Limited Warranty

Subject to Clauses 6.3 and 6.4, Amanah warrants its Products against manufacturing defects for a period of 12 months from the date of delivery. This warranty does not cover:

Defects arising from improper storage, handling, or use by the Client or any third party.

Normal wear and tear or deterioration through natural causes.

Defects caused by the Client’s artwork, specifications, or materials.

Damage caused during transit after risk has passed to the Client.

Products modified or tampered with after delivery.

6.3 Warranty Claims

All warranty claims must be submitted to Amanah in writing within the warranty period, with supporting evidence including photographs, batch documentation, and a description of the defect. Amanah will, at its discretion, repair, replace, or issue a credit for Products found to be defective under the terms of this warranty. This is the Client’s sole remedy for warranty claims.

6.4 Returns

Products may not be returned without Amanah’s prior written authorisation. Customised or bespoke Products — including any Product manufactured to a Client-specific specification — are non-returnable and non-refundable except in the case of a proven manufacturing defect covered by the warranty in Clause 6.2.

7. Limitation of Liability

7.1 Cap on Liability

To the fullest extent permitted by applicable law, Amanah’s total aggregate liability to the Client in connection with any Order, whether arising in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Client for the specific Order giving rise to the claim.

7.2 Excluded Losses

In no event shall Amanah be liable for any:

Loss of profit, revenue, business, or anticipated savings

Loss of goodwill or reputation

Business interruption or loss of production

Indirect, consequential, or special losses of any kind

This exclusion applies whether or not Amanah had been advised of the possibility of such losses.

7.3 Exceptions

Nothing in these Terms limits or excludes liability for:

Death or personal injury caused by negligence

Fraud or fraudulent misrepresentation

Any liability which cannot lawfully be limited or excluded under UAE law

8. Intellectual Property

8.1 Amanah’s Intellectual Property

All Intellectual Property in Amanah’s Products, processes, designs, tooling, engineering specifications, and technical know-how — including the SecureCard™ Double-Seal Technology, the Opti-Lock™ mechanism, and the SecureSealing™ Machine — remains the exclusive property of Amanah. No Order, agreement, or supply relationship confers any licence or right to use Amanah’s Intellectual Property beyond the purpose of using the Products as supplied.

8.2 Bespoke Design Work

Unless expressly agreed otherwise in writing, all design work, tooling, and engineering specifications created by Amanah in connection with an Order — including custom dies, moulds, and format specifications — remain the property of Amanah. The Client shall have no right to reproduce, reverse-engineer, or procure equivalent Products from a third party using Amanah-developed specifications.

8.3 Client Branding

The Client grants Amanah a limited, non-exclusive licence to use the Client’s logos, trade marks, and branding materials solely for the purpose of fulfilling the Order. Amanah shall not use the Client’s branding for any other purpose without prior written consent.

9. Confidentiality

Each party agrees to keep the other’s Confidential Information strictly confidential and not to disclose it to any third party without the other’s prior written consent, except as required by law or as necessary to perform its obligations under the Agreement.

This obligation of confidentiality shall survive termination of the Agreement for a period of 5 years.

Amanah shall not, without the Client’s prior written consent:

Disclose the Client’s identity, order volumes, product specifications, or business details to any third party.

Use the Client’s branding or name in any marketing material, case study, or reference without written authorisation.

10. Compliance and Export Control

The Client is solely responsible for ensuring that its use, storage, and distribution of Amanah Products complies with all applicable laws and regulations in the Client’s jurisdiction, including:

Import and export control regulations

Anti-money laundering and counter-terrorism financing laws

Precious metals trade regulations and licensing requirements

Consumer protection and product safety legislation

Sanctions and trade restrictions imposed by any relevant authority

Amanah reserves the right to decline Orders or terminate supply relationships where it reasonably believes that compliance with applicable law would be at risk.

11. Termination

11.1 Termination for Cause

Either party may terminate an Agreement or specific Order with immediate effect by written notice if the other party:

Commits a material breach of these Terms and fails to remedy that breach within 14 days of written notice to do so.

Becomes insolvent, enters administration, receivership, or any equivalent insolvency process.

Ceases or threatens to cease trading.

11.2 Termination for Convenience

Amanah may terminate any Agreement or Order for convenience on 30 days’ written notice. In such event, Amanah shall refund any amounts paid for work not yet commenced, subject to deduction of reasonable costs incurred.

11.3 Consequences of Termination

On termination, all outstanding amounts become immediately due and payable. Any provisions of these Terms that by their nature should survive termination — including Clauses 7, 8, 9, and 12 — shall continue in force.

12. Governing Law, Dispute Resolution and General Provisions

12.1 Governing Law

These Terms and Conditions are governed by and construed in accordance with the laws of the United Arab Emirates, including applicable federal and Emirate-level legislation.

12.2 Dispute Resolution

The parties shall attempt to resolve any dispute arising out of or in connection with these Terms in good faith through senior management negotiation. If a dispute cannot be resolved within 30 days of written notice, it shall be referred to mediation administered by the [ Dubai International Arbitration Centre / relevant UAE body ] before any court proceedings are commenced.

If mediation fails, disputes shall be subject to the exclusive jurisdiction of the courts of the United Arab Emirates.

12.3 Entire Agreement

These Terms, together with any accepted Quotation or Order confirmation, constitute the entire agreement between the parties in relation to their subject matter and supersede all prior representations, negotiations, or agreements. No variation to these Terms shall be binding unless agreed in writing by authorised representatives of both parties.

12.4 Severability

If any provision of these Terms is found to be invalid, unlawful, or unenforceable by a competent court, that provision shall be severed from the remaining Terms, which shall continue in full force and effect.

12.5 Waiver

No failure or delay by either party to exercise any right or remedy under these Terms shall operate as a waiver of that right or remedy. A waiver of any breach shall not constitute a waiver of any subsequent breach.

12.6 Assignment

The Client may not assign, transfer, or sub-contract any of its rights or obligations under these Terms without Amanah’s prior written consent. Amanah may assign its rights and obligations to any affiliate, successor, or acquirer of its business.

12.7 Notices

All notices under these Terms must be in writing and delivered by email (with read receipt), courier, or recorded post to the party’s registered business address or such other address as may be notified in writing. Notices sent by email are deemed received upon transmission unless a delivery failure notification is received.

Acceptance of These Terms

By placing an Order, signing an Order form, or accepting a Quotation from Amanah Secure Packaging Ltd, the Client confirms that:

They have read and understood these Terms and Conditions in full.

They have the authority to enter into a binding agreement on behalf of their organisation.

They agree to be bound by these Terms and Conditions for all current and future Orders placed with Amanah.