public offer
1. Definitions
1.1. In this Contract, unless the context otherwise requires, the following terms and expressions shall have the meanings set opposite them:
1.1.1. Contract: this Public Offer / Lease Contract, including the Invoice, these Terms and Conditions (Clauses 1–13), any schedules, and any documents referred to herein.
A lease is granting ownership of the use of a specific thing to the lessee for a certain time in return for a fixed rent.
1.1.2. The Lessor: BDP DECOR TRADING CO. L.L.C., a company registered under the laws of the United Arab Emirates (mainland Dubai).
1.1.3. The Lessee: any individual or legal entity renting Equipment from the Lessor whether via the website, by written correspondence, or under a signed hard‑copy Contract.
1.1.4. Equipment: decorative items, materials, props, furniture and accessories described in the Invoice or order form.
1.1.5. Invoice: the Lessor’s invoice setting out the Equipment, the Rental Fee, any Security Deposit, Delivery Date, Collection Date and any additional agreed charges.
1.1.6. Delivery Date: the date on which the Lessee takes possession of the Equipment in accordance with this Contract.
1.1.7. Collection Date: the date on which the Lessor collects or receives the return of the Equipment from the Lessee.
1.1.8. Rental Period: the period commencing on the Delivery Date and ending on the Collection Date, unless terminated earlier pursuant to this Contract.
1.1.9. Rental Fee: the total amount payable by the Lessee for the lease of the Equipment as set out in the Invoice.
1.1.10. Public Offer: this Contract as published on the Lessor’s website, acceptance of which by the Lessee forms a legally binding contract.
1.1.11. Data Subject: the natural person who is the subject of the Personal Data.
2. Scope of Lease
2.1. Subject to these Terms and the timely payment of all amounts due, the Lessor leases the Equipment to the Lessee for the Rental Period.
2.2. The Lessee shall use the Equipment solely for lawful decorative purposes and in accordance with its intended design and any operating instructions provided by the Lessor.
2.3. No title or interest in the Equipment passes to the Lessee; the Lessee acquires only a contractual right of possession and use in accordance with this Contract.
3. Delivery & Risk
3.1. The Lessor shall deliver the Equipment to the location specified in the Invoice and shall use reasonable endeavours to meet the delivery schedule.
3.2. Risk of loss, theft, damage or destruction passes to the Lessee upon delivery to the Lessee or its representative. Title remains at all times with the Lessor.
3.3. The Lessor’s count and inspection records immediately prior to dispatch and upon return shall be final and conclusive as to quantity and apparent condition.
3.4. The Lessee shall provide safe and reasonable access for delivery and collection and shall ensure that the delivery location is suitable for the Equipment.
4. Lessee Responsibilities
4.1. The Lessee shall:
(a) keep the Equipment in good condition and handle it with due care, protecting it from weather, moisture and excessive heat;
(b) store and use the Equipment safely and only for its intended purpose;
(c) not sell, assign, pledge, encumber, sublet or otherwise dispose of the Equipment;
(d) not relocate the Equipment from the delivery location without the Lessor’s prior written consent;
(e) permit the Lessor reasonable access for inspection, repair and collection;
(f) immediately notify the Lessor in writing of any loss, theft, malfunction or damage and cooperate in any investigation or insurance process.
4.2. The Lessee shall not attempt to repair the Equipment and shall promptly report any malfunction to the Lessor for instructions.
4.3. The Lessee shall indemnify and hold the Lessor r harmless against all losses, liabilities, claims, damages, costs and expenses arising from the Lessee’s breach, misuse, negligence or unlawful use of the Equipment.
5. Fees, Payment & Booking Deposit
5.1. The Lessee shall pay the Rental Fee and any additional agreed charges in accordance with the Invoice.
5.2. Currency. All amounts are payable in United Arab Emirates Dirhams (AED), unless the Invoice expressly provides otherwise.
5.3. Accepted payment methods. (a) cash upon delivery/collection; (b) bank transfer upon issued Invoice. All bank charges and transfer fees are borne by the Lessee.
5.4. Booking deposit. Unless otherwise stated on the Invoice, a non‑refundable booking deposit of fifty percent (50%) of the Rental Fee is payable upon booking to secure the order.
5.5. Balance. The remaining balance is due no later than forty‑eight (48) hours prior to the Delivery Date. Failure to pay permits the Lessor to treat the order as cancelled under Clause 6.
5.6. No set‑off. All sums are payable in full, without set‑off, counterclaim, deduction or withholding, save as required by law.
5.7. Taxes. The Lessee is responsible for any applicable taxes, levies or governmental fees related to the lease.
5.8. Late payment interest. Overdue payments shall accrue late payment interest at a rate of up to nine percent (9%) per annum, calculated on a daily basis until full settlement, in accordance with the prevailing practice of Dubai Courts. This is without prejudice to the Lessor’s right to recover reasonable recovery/legal costs.
5A. Security Deposit
5A.1. Mandatory Security Deposit. The Lessee shall pay a refundable Security Deposit (amount shown on the Invoice) prior to delivery. The payment of the Security Deposit is a mandatory condition for the execution of this Contract and the delivery of the Equipment, irrespective of the total Rental Fee value.
5A.2. Purpose. The Security Deposit secures: (a) loss, theft or damage; (b) late or incomplete return; (c) unpaid Rental Fees, handling or cleaning charges; and (d) any costs arising from the Lessee’s breach of this Contract.
5A.3. Amount. The Security Deposit amount is determined by the Lessor based on the type and quantity of Equipment and typically ranges from thirty percent (30%) to one hundred percent (100%) of the Rental Fee; the exact amount is stated in the Invoice.
5A.4. Assessment. Loss or damage will be assessed by the Lessor based on reasonable repair or replacement cost in the UAE market, with reference (as applicable) to the Lessor r’s Replacement Cost List (indicative values by category). The Lessee may review this list upon written request prior to confirming the booking.
5A.5. Evidence. The Lessor’s assessment shall be final and binding, provided that reasonable supporting evidence (supplier quotations, repair invoices, photographic evidence) shall be made available upon written request.
5A.6. Refunds. The Lessor may deduct assessed amounts from the Security Deposit. Any remaining balance shall be refunded within seven (7) working days after full return and inspection.
5A.7. Shortfall. If the Security Deposit is insufficient to cover losses, the Lessee shall pay the shortfall within five (5) working days of the Lessor’s written notification, which shall include:
(a) a detailed itemization of the losses incurred, specifying the nature and amount of each loss;
(b) reference to supporting documents evidencing the losses (such as invoices, receipts, or inspection reports);
(c) the calculation of the shortfall amount due;
(d) a clear demand for payment within the specified timeframe.
6. Cancellations & Refunds
6.1. Lessee cancellation after payment of the booking or Security Deposit results in forfeiture of such deposit.
6.2. The cancellation of the lease shall be followed by the Lessee’s obligation to cover the expenses incurred by the Lessor.
6.2.1. If cancellation occurs after delivery, the Lessee shall pay one hundred percent (100%) of the Rental Fee. Such payment shall be considered as compensation of the expenses incurred by the Lessor.
6.2.2. If cancellation occurs less than six (6) hours before dispatch, the Lessee shall pay fifty percent (50%) of the Rental Fee.
6.2.3. If cancellation occurs between six (6) to twelve (12) hours before dispatch, the Lessee shall pay thirty five percent (35%) of the Rental Fee.
6.2.4. If cancellation occurs between twelve (12) to twenty‑four (24) hours before dispatch, the Lessee shall pay twenty percent (20%) of the Rental Fee.
6.2.5. The payments mentioned above shall be considered as compensation of the expenses incurred by the Lessor.
6.3. Refunds of any remaining amounts (including refundable portions of the Security Deposit, if any) will be processed within seven (7) working days after the event and inspection, using the same payment method unless otherwise agreed in writing.
7. Liability & Indemnity
7.1. The Lessor shall not be liable for any indirect, incidental, special or consequential losses, including loss of profit, revenue, business or goodwill.
7.2. The Lessor’s aggregate liability arising out of or in connection with this Contract shall not exceed the total Rental Fee actually paid by the Lessee.
7.3. Nothing in this Contract limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under applicable law.
8. Electronic Acceptance (Online Orders)
8.1. This Contract constitutes a Public Offer under UAE law.
8.2. By placing an order through the website, clicking “I Agree”, or paying the Invoice, the Lessee accepts all terms and a legally binding contract is formed.
8.3. In accordance with Federal Decree‑Law No. 46 of 2021 (Electronic Transactions and Trust Services), electronic records and acceptances are valid and enforceable in the UAE.
8.4. The electronic version of this Contract is admissible as evidence in legal proceedings.
9. Termination
The Lessor may terminate this Contract in the two following instance:
9.1. If its execution shall lead to any material breach or an evident detriment to the person or property, whether his own or of any of his subordinates, in the enjoyment of the rent property.
9.2. If anything occurs that prevents the implementation of the contract including any failure to fulfill the payment within the settled terms.
9.2.1. The Lessor shall terminate this Contract by written notice.
9.2. Upon termination, the Lessee shall immediately return all Equipment or provide access for immediate collection.
9.3. All unpaid sums and reasonable recovery costs (including storage, transport, repair and legal fees) become immediately due.
10. Personal Data Processing and Privacy
10.1. The Lessor ensures the confidentiality and security of personal information and recognize the rights and obligations of all relevant parties.
10.2. Personal Data is defined as any data relating to an identified natural person, or a natural person who can be identified, directly or indirectly, through the linking of data, by reference to an identifier such as name, email address, phone number, billing details and delivery address necessary to administer bookings, invoices, payments and delivery of Equipment for the performance of the Сontract.
10.3. Controller is an establishment or natural person who has Personal Data and who, given the nature of his/her activity, specifies the method, criteria, and purpose of Processing such Personal Data, whether individually or jointly with other persons or establishments.
10.4. Processor is an establishment or natural person who processes Personal Data on behalf of the Controller, as directed and instructed by the Controller.
10.5. BDP DECOR TRADING CO. L.L.C. is the Controller and the Processor.
10.6. Processing of Personal Data is performed in accordance with Federal Decree‑Law No. 45 of 2021 Regarding the Protection of Personal Data.
10.7. The Data Subject’s consent to the processing of personal data shall be deemed duly granted upon the Lessee’s ticking of the checkbox on the Website at the time of placing an order. Such consent forms an integral and inseparable part of this Public Offer.
10.8. Where necessary, Personal Data may be transferred outside the United Arab Emirates in accordance with Chapter 4 of Federal Decree-Law No. 45 of 2021 Regarding the Protection of Personal Data.
Such transfers shall occur only to jurisdictions ensuring an adequate level of protection or subject to the Lessee’s explicit consent, or under contractual safeguards ensuring a level of protection equivalent to that established under UAE law.
10.9. Personal Data submitted through the website is stored and processed using the Tilda Publishing platform, which utilises secure cloud‑based data centres that may be located inside or outside the United Arab Emirates, including within jurisdictions such as the European Union or other regions ensuring an adequate level of protection.
10.10. By submitting their Personal Data, the Data Subject consents to such cross‑border storage and processing, acknowledges that Tilda Publishing acts as a third‑party service provider, and agrees that the Lessor remains the Data Controller responsible for ensuring compliance with UAE PDPL.
10.11. The Controller shall ensure the confidentiality and integrity of all Personal Data processed in accordance with the applicable laws of the United Arab Emirates, including Federal Decree-Law No. 45 of 2021 Regarding the Protection of Personal Data.
10.12. The Controller implements reasonable technical and organisational measures to safeguard the confidentiality and integrity of Personal Data and will not share such Data with unauthorised third parties except as required by law.
10.13. The Data Subject shall have the right to access, correct, delete, or restrict processing of their personal data by contacting the Lessor via the contact details published on the website or at email address: info@lidsrent.ae.
11. Force Majeure
11.1. Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, government actions, extreme weather, transport disruption, or supplier failure, provided that the affected party promptly notifies the other and uses reasonable efforts to mitigate.
11.2. If a force‑majeure event continues for more than twenty (20) days, either party may terminate the impacted order without penalty (save for payments due for Equipment already delivered or costs reasonably incurred).
12. Miscellaneous
12.1. No failure or delay by either party to enforce any provision shall constitute a waiver.
12.2. If any provision is held invalid or unenforceable, the remainder shall continue in full force.
12.3. This Contract constitutes the entire Contract and supersedes all prior discussions regarding its subject matter.
12.4. The Lessee may not assign or transfer this Contract without the Lessor’s prior written consent.
12.5. Amendments must be in writing and signed (physically or electronically) by both parties.
12.6. This Contract may be executed in counterparts, each an original and together one instrument.
13. Governing Law & Jurisdiction
13.1. This Contract is governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai.
13.2. The parties agree to the exclusive jurisdiction of the Dubai Courts in respect of any dispute arising out of or in connection with this Contract.
1.1. In this Contract, unless the context otherwise requires, the following terms and expressions shall have the meanings set opposite them:
1.1.1. Contract: this Public Offer / Lease Contract, including the Invoice, these Terms and Conditions (Clauses 1–13), any schedules, and any documents referred to herein.
A lease is granting ownership of the use of a specific thing to the lessee for a certain time in return for a fixed rent.
1.1.2. The Lessor: BDP DECOR TRADING CO. L.L.C., a company registered under the laws of the United Arab Emirates (mainland Dubai).
1.1.3. The Lessee: any individual or legal entity renting Equipment from the Lessor whether via the website, by written correspondence, or under a signed hard‑copy Contract.
1.1.4. Equipment: decorative items, materials, props, furniture and accessories described in the Invoice or order form.
1.1.5. Invoice: the Lessor’s invoice setting out the Equipment, the Rental Fee, any Security Deposit, Delivery Date, Collection Date and any additional agreed charges.
1.1.6. Delivery Date: the date on which the Lessee takes possession of the Equipment in accordance with this Contract.
1.1.7. Collection Date: the date on which the Lessor collects or receives the return of the Equipment from the Lessee.
1.1.8. Rental Period: the period commencing on the Delivery Date and ending on the Collection Date, unless terminated earlier pursuant to this Contract.
1.1.9. Rental Fee: the total amount payable by the Lessee for the lease of the Equipment as set out in the Invoice.
1.1.10. Public Offer: this Contract as published on the Lessor’s website, acceptance of which by the Lessee forms a legally binding contract.
1.1.11. Data Subject: the natural person who is the subject of the Personal Data.
2. Scope of Lease
2.1. Subject to these Terms and the timely payment of all amounts due, the Lessor leases the Equipment to the Lessee for the Rental Period.
2.2. The Lessee shall use the Equipment solely for lawful decorative purposes and in accordance with its intended design and any operating instructions provided by the Lessor.
2.3. No title or interest in the Equipment passes to the Lessee; the Lessee acquires only a contractual right of possession and use in accordance with this Contract.
3. Delivery & Risk
3.1. The Lessor shall deliver the Equipment to the location specified in the Invoice and shall use reasonable endeavours to meet the delivery schedule.
3.2. Risk of loss, theft, damage or destruction passes to the Lessee upon delivery to the Lessee or its representative. Title remains at all times with the Lessor.
3.3. The Lessor’s count and inspection records immediately prior to dispatch and upon return shall be final and conclusive as to quantity and apparent condition.
3.4. The Lessee shall provide safe and reasonable access for delivery and collection and shall ensure that the delivery location is suitable for the Equipment.
4. Lessee Responsibilities
4.1. The Lessee shall:
(a) keep the Equipment in good condition and handle it with due care, protecting it from weather, moisture and excessive heat;
(b) store and use the Equipment safely and only for its intended purpose;
(c) not sell, assign, pledge, encumber, sublet or otherwise dispose of the Equipment;
(d) not relocate the Equipment from the delivery location without the Lessor’s prior written consent;
(e) permit the Lessor reasonable access for inspection, repair and collection;
(f) immediately notify the Lessor in writing of any loss, theft, malfunction or damage and cooperate in any investigation or insurance process.
4.2. The Lessee shall not attempt to repair the Equipment and shall promptly report any malfunction to the Lessor for instructions.
4.3. The Lessee shall indemnify and hold the Lessor r harmless against all losses, liabilities, claims, damages, costs and expenses arising from the Lessee’s breach, misuse, negligence or unlawful use of the Equipment.
5. Fees, Payment & Booking Deposit
5.1. The Lessee shall pay the Rental Fee and any additional agreed charges in accordance with the Invoice.
5.2. Currency. All amounts are payable in United Arab Emirates Dirhams (AED), unless the Invoice expressly provides otherwise.
5.3. Accepted payment methods. (a) cash upon delivery/collection; (b) bank transfer upon issued Invoice. All bank charges and transfer fees are borne by the Lessee.
5.4. Booking deposit. Unless otherwise stated on the Invoice, a non‑refundable booking deposit of fifty percent (50%) of the Rental Fee is payable upon booking to secure the order.
5.5. Balance. The remaining balance is due no later than forty‑eight (48) hours prior to the Delivery Date. Failure to pay permits the Lessor to treat the order as cancelled under Clause 6.
5.6. No set‑off. All sums are payable in full, without set‑off, counterclaim, deduction or withholding, save as required by law.
5.7. Taxes. The Lessee is responsible for any applicable taxes, levies or governmental fees related to the lease.
5.8. Late payment interest. Overdue payments shall accrue late payment interest at a rate of up to nine percent (9%) per annum, calculated on a daily basis until full settlement, in accordance with the prevailing practice of Dubai Courts. This is without prejudice to the Lessor’s right to recover reasonable recovery/legal costs.
5A. Security Deposit
5A.1. Mandatory Security Deposit. The Lessee shall pay a refundable Security Deposit (amount shown on the Invoice) prior to delivery. The payment of the Security Deposit is a mandatory condition for the execution of this Contract and the delivery of the Equipment, irrespective of the total Rental Fee value.
5A.2. Purpose. The Security Deposit secures: (a) loss, theft or damage; (b) late or incomplete return; (c) unpaid Rental Fees, handling or cleaning charges; and (d) any costs arising from the Lessee’s breach of this Contract.
5A.3. Amount. The Security Deposit amount is determined by the Lessor based on the type and quantity of Equipment and typically ranges from thirty percent (30%) to one hundred percent (100%) of the Rental Fee; the exact amount is stated in the Invoice.
5A.4. Assessment. Loss or damage will be assessed by the Lessor based on reasonable repair or replacement cost in the UAE market, with reference (as applicable) to the Lessor r’s Replacement Cost List (indicative values by category). The Lessee may review this list upon written request prior to confirming the booking.
5A.5. Evidence. The Lessor’s assessment shall be final and binding, provided that reasonable supporting evidence (supplier quotations, repair invoices, photographic evidence) shall be made available upon written request.
5A.6. Refunds. The Lessor may deduct assessed amounts from the Security Deposit. Any remaining balance shall be refunded within seven (7) working days after full return and inspection.
5A.7. Shortfall. If the Security Deposit is insufficient to cover losses, the Lessee shall pay the shortfall within five (5) working days of the Lessor’s written notification, which shall include:
(a) a detailed itemization of the losses incurred, specifying the nature and amount of each loss;
(b) reference to supporting documents evidencing the losses (such as invoices, receipts, or inspection reports);
(c) the calculation of the shortfall amount due;
(d) a clear demand for payment within the specified timeframe.
6. Cancellations & Refunds
6.1. Lessee cancellation after payment of the booking or Security Deposit results in forfeiture of such deposit.
6.2. The cancellation of the lease shall be followed by the Lessee’s obligation to cover the expenses incurred by the Lessor.
6.2.1. If cancellation occurs after delivery, the Lessee shall pay one hundred percent (100%) of the Rental Fee. Such payment shall be considered as compensation of the expenses incurred by the Lessor.
6.2.2. If cancellation occurs less than six (6) hours before dispatch, the Lessee shall pay fifty percent (50%) of the Rental Fee.
6.2.3. If cancellation occurs between six (6) to twelve (12) hours before dispatch, the Lessee shall pay thirty five percent (35%) of the Rental Fee.
6.2.4. If cancellation occurs between twelve (12) to twenty‑four (24) hours before dispatch, the Lessee shall pay twenty percent (20%) of the Rental Fee.
6.2.5. The payments mentioned above shall be considered as compensation of the expenses incurred by the Lessor.
6.3. Refunds of any remaining amounts (including refundable portions of the Security Deposit, if any) will be processed within seven (7) working days after the event and inspection, using the same payment method unless otherwise agreed in writing.
7. Liability & Indemnity
7.1. The Lessor shall not be liable for any indirect, incidental, special or consequential losses, including loss of profit, revenue, business or goodwill.
7.2. The Lessor’s aggregate liability arising out of or in connection with this Contract shall not exceed the total Rental Fee actually paid by the Lessee.
7.3. Nothing in this Contract limits liability for death or personal injury caused by negligence, fraud, or any liability that cannot be limited under applicable law.
8. Electronic Acceptance (Online Orders)
8.1. This Contract constitutes a Public Offer under UAE law.
8.2. By placing an order through the website, clicking “I Agree”, or paying the Invoice, the Lessee accepts all terms and a legally binding contract is formed.
8.3. In accordance with Federal Decree‑Law No. 46 of 2021 (Electronic Transactions and Trust Services), electronic records and acceptances are valid and enforceable in the UAE.
8.4. The electronic version of this Contract is admissible as evidence in legal proceedings.
9. Termination
The Lessor may terminate this Contract in the two following instance:
9.1. If its execution shall lead to any material breach or an evident detriment to the person or property, whether his own or of any of his subordinates, in the enjoyment of the rent property.
9.2. If anything occurs that prevents the implementation of the contract including any failure to fulfill the payment within the settled terms.
9.2.1. The Lessor shall terminate this Contract by written notice.
9.2. Upon termination, the Lessee shall immediately return all Equipment or provide access for immediate collection.
9.3. All unpaid sums and reasonable recovery costs (including storage, transport, repair and legal fees) become immediately due.
10. Personal Data Processing and Privacy
10.1. The Lessor ensures the confidentiality and security of personal information and recognize the rights and obligations of all relevant parties.
10.2. Personal Data is defined as any data relating to an identified natural person, or a natural person who can be identified, directly or indirectly, through the linking of data, by reference to an identifier such as name, email address, phone number, billing details and delivery address necessary to administer bookings, invoices, payments and delivery of Equipment for the performance of the Сontract.
10.3. Controller is an establishment or natural person who has Personal Data and who, given the nature of his/her activity, specifies the method, criteria, and purpose of Processing such Personal Data, whether individually or jointly with other persons or establishments.
10.4. Processor is an establishment or natural person who processes Personal Data on behalf of the Controller, as directed and instructed by the Controller.
10.5. BDP DECOR TRADING CO. L.L.C. is the Controller and the Processor.
10.6. Processing of Personal Data is performed in accordance with Federal Decree‑Law No. 45 of 2021 Regarding the Protection of Personal Data.
10.7. The Data Subject’s consent to the processing of personal data shall be deemed duly granted upon the Lessee’s ticking of the checkbox on the Website at the time of placing an order. Such consent forms an integral and inseparable part of this Public Offer.
10.8. Where necessary, Personal Data may be transferred outside the United Arab Emirates in accordance with Chapter 4 of Federal Decree-Law No. 45 of 2021 Regarding the Protection of Personal Data.
Such transfers shall occur only to jurisdictions ensuring an adequate level of protection or subject to the Lessee’s explicit consent, or under contractual safeguards ensuring a level of protection equivalent to that established under UAE law.
10.9. Personal Data submitted through the website is stored and processed using the Tilda Publishing platform, which utilises secure cloud‑based data centres that may be located inside or outside the United Arab Emirates, including within jurisdictions such as the European Union or other regions ensuring an adequate level of protection.
10.10. By submitting their Personal Data, the Data Subject consents to such cross‑border storage and processing, acknowledges that Tilda Publishing acts as a third‑party service provider, and agrees that the Lessor remains the Data Controller responsible for ensuring compliance with UAE PDPL.
10.11. The Controller shall ensure the confidentiality and integrity of all Personal Data processed in accordance with the applicable laws of the United Arab Emirates, including Federal Decree-Law No. 45 of 2021 Regarding the Protection of Personal Data.
10.12. The Controller implements reasonable technical and organisational measures to safeguard the confidentiality and integrity of Personal Data and will not share such Data with unauthorised third parties except as required by law.
10.13. The Data Subject shall have the right to access, correct, delete, or restrict processing of their personal data by contacting the Lessor via the contact details published on the website or at email address: info@lidsrent.ae.
11. Force Majeure
11.1. Neither party shall be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, government actions, extreme weather, transport disruption, or supplier failure, provided that the affected party promptly notifies the other and uses reasonable efforts to mitigate.
11.2. If a force‑majeure event continues for more than twenty (20) days, either party may terminate the impacted order without penalty (save for payments due for Equipment already delivered or costs reasonably incurred).
12. Miscellaneous
12.1. No failure or delay by either party to enforce any provision shall constitute a waiver.
12.2. If any provision is held invalid or unenforceable, the remainder shall continue in full force.
12.3. This Contract constitutes the entire Contract and supersedes all prior discussions regarding its subject matter.
12.4. The Lessee may not assign or transfer this Contract without the Lessor’s prior written consent.
12.5. Amendments must be in writing and signed (physically or electronically) by both parties.
12.6. This Contract may be executed in counterparts, each an original and together one instrument.
13. Governing Law & Jurisdiction
13.1. This Contract is governed by and construed in accordance with the laws of the United Arab Emirates as applicable in the Emirate of Dubai.
13.2. The parties agree to the exclusive jurisdiction of the Dubai Courts in respect of any dispute arising out of or in connection with this Contract.