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Supplier Terms

Version 1.0 · Effective date: 18 August 2026 · gi-machinery.com/supplier-terms

1. What this document covers. These Terms govern the relationship between the Company (WORLD FIRST FZCO, trading as GI Machinery, licence IFZA 46921, TRN 104660176900001) and the Supplier — an independent licensed contractor that owns construction equipment and employs Operators, and that performs orders arranged by the Company through the Platform. The terms "Platform", "Communication Channels", "Customer", "Invoice-Agreement", "work report" and "completion certificate" have the meanings defined in the Terms of Use; "shift", the statuses and the order mechanics have the meanings defined in the Client Service Terms.

Honesty and good faith. The Company is guided by the principles of honesty and good faith and exercises its rights reasonably; the Supplier undertakes to adhere to the same principles. These Terms shall be interpreted and performed in good faith; protection is afforded to the party acting in good faith.

2. Acceptance and dual role.

2.1. These Terms are accepted at onboarding: confirmation by button in the bot constitutes full and unconditional acceptance of the version shown with its version number and checksum. The person effecting acceptance confirms authority to act on behalf of the Supplier, including special authority to conclude an arbitration agreement (Article 4 of Federal Law No. 6 of 2018).

2.2. When the Terms are updated, continued acceptance of orders is possible after acceptance of the new version; orders already accepted remain governed by the version in force at the time of their acceptance.

2.3. Dual role. When ordering services through the Platform — including transportation of equipment — the Supplier acts as the Customer under that order and accepts the client document package with respect to it. The parties' roles are determined independently for each order (clause 22.2 of the Terms of Use).

3. Status of the parties.

3.1. The Supplier is an independent contractor. These Terms create no employment relationship, partnership, joint venture or agency; neither party may act on behalf of the other.

3.2. With respect to the Operator, it is exclusively the Supplier that: hires him and is his employer; verifies and confirms his qualifications, training and certifications; pays his wages and makes all other payments to him; instructs him and determines the methods of performing the works; exercises supervision and disciplinary authority; and is entitled to remove him from work and replace him. The Company performs none of these actions.

3.3. The Company is not present on site, does not direct the performance of works and does not give instructions to the Operator. The work assignment is determined by the Customer; the Company transmits and records it. The Operator may refuse unsafe work; a safety refusal caused by site conditions does not constitute a breach by the Supplier.

3.4. No guarantee of volume. The Platform distributes orders under its own rules (including dossier priority); the Company does not guarantee the Supplier any volume of orders, and the Supplier is not obliged to keep equipment reserved outside accepted orders. Neither party has exclusivity. Each party uses the other's trade marks and names only with written consent; the Supplier shall not place GI Machinery marks on equipment or materials without the Company's permission.

4. Onboarding and the dossier.

4.1. Mandatory minimum (level 0). For activation the Supplier provides: a valid trade licence with an activity covering the provision of equipment; registration documents for each unit; the identity document and proof of employment of each Operator; the Operators' certifications for the equipment types; insurance mandatory under UAE law (including Motor TPL for road-going equipment); the bank details of the Supplier's company (not personal ones). The Supplier is responsible for the accuracy of the documents; forged documents are grounds for immediate deactivation and compensation of the losses caused.

Owner-operator. If the Supplier is a registered sole proprietor personally operating his own equipment, his own identity document and certifications are provided instead of proof of employment; the provisions of these Terms concerning the Operator apply to him personally, and the employer's obligations (clause 3.3) apply to the extent applicable to a self-employed contractor. The status of independent contractor (Section 3) remains unchanged.

4.2. Keeping the dossier current. The Supplier keeps the dossier up to date and gives notice of the expiry or revocation of documents before accepting the next order. A document approaching expiry is checked against the dates of the specific order; expiry of any level 0 document suspends the receipt of orders until it is updated.

4.3. Voluntary information, ratings and priority. Additional documents — TPL and CPM policies, insurance of Operators, naming the Company and the Customer as additional insureds with the insurer's waiver of subrogation, COI certificates, an indication of relief Operators — are voluntary and increase the Supplier's priority in the distribution of orders. Priority is also affected by Customers' ratings for completed orders and objective performance indicators (punctual delivery, absence of failed orders and recalculations). The composition and effect of priority are published in the bot.

Fairness of ratings. Ratings are calculated with protection against one-off unjustified ratings: a low rating is checked against the objective data of the shift and, in the absence of such data, is taken into account with reduced weight. The Supplier can see its rating and may dispute a rating through the dispatcher; ratings are anonymous to the Supplier. The calculation mechanics are published in the bot and applied equally to all Suppliers.

5. Orders and crew.

5.1. An order offer is sent to the Supplier's chat stating the crew, location, timing and the Supplier's price, and stating the offer's validity period. Acceptance is by confirmation in the chat within that period; silence or missing the deadline constitutes refusal without any consequences. An accepted order must be performed with the declared crew.

5.2. Crew designation. When accepting an order, the Supplier specifies the particular unit of equipment (by registration number) and the particular Operator from the dossier. The crew details are provided to the Customer for verification upon delivery. Crew substitution requires notice through the Platform; the timing and consequences are set out in clause 22.6 of the Terms of Use.

5.3. The Supplier's price and prohibition of direct settlements. The Supplier's price for an order is fixed upon acceptance and does not depend on the Company's price for the Customer. The Supplier shall not discuss the Company's prices, commissions or terms with the Customer. Any changes to the scope, crew or terms of an order — including where the actual site conditions differ from those declared — are agreed only through the Platform; the Supplier and the Operator shall not negotiate payment with the Customer directly or accept payment from the Customer in any form. A discovered direct settlement is a material breach entailing deactivation and compensation to the Company of its remuneration under the order.

5.4. Personal performance. An order is performed by the Supplier personally — with equipment and Operators from its dossier. Transferring the order to third parties, or engaging third-party equipment or Operators without the Company's prior consent, is prohibited; sending an undeclared crew is governed by clause 22.6 of the Terms of Use and does not replace such consent.

Transportation is an exception: for mobilisation and demobilisation the Supplier may engage a licensed and insured carrier without separate consent. The Supplier is liable for the carrier's actions as for its own; the warranties and indemnities of Section 8 cover the transportation in full.

6. Performance: statuses, time, stoppages.

6.1. Statuses are mandatory and form the basis of settlements. The Supplier (the Operator) sends statuses at the moment the events occur: departed → on site → ready to work → completed. For settlement purposes, the recorded status governs, not the actual event. If the equipment departed without the "departed" status, the departure is deemed not to have occurred: a cancellation by the Customer is charged under the more lenient window, and the difference between the amount withheld from the Customer and the actual costs of the departure is attributed to the Supplier. A false status (sent before the actual event) is a breach entailing recalculation at the Supplier's expense; where systematic — deactivation.

6.2. Start of the shift — the "ready to work" status: the equipment is unloaded, set up and ready. Unloading and set-up form part of mobilisation.

6.3. Late delivery. Late delivery means readiness to work later than the agreed delivery window (the same trigger as in the recalculation for the Customer — clause 21.4 of the Terms of Use). Where the lateness is for reasons not attributable to the Customer's side (including road conditions and acts of third parties, other than force majeure — clause 8-A.4-bis), the recalculation granted to the Customer (up to 30 minutes — pro rata; beyond that — time actually worked with a 10% discount) is withheld from the Supplier's remuneration: the route, the departure time and the travel margin are planned by the Supplier. Lateness for the Customer's reasons entails no recalculation and is payable as waiting.

6.4. Technical stoppages for reasons on the side of the equipment or the Operator with a cumulative duration exceeding 30 minutes per shift: the recalculation granted to the Customer is withheld from the Supplier's remuneration. Stoppages are recorded by statuses stating the reason.

6.5. Overtime and relief Operator. Overtime is performed upon confirmation through the Platform. Compliance with the Operator's working time and overtime limits under labour law is the Supplier's obligation; extension beyond the limits of a single Operator is permitted only where a relief Operator is provided.

6.6. Midday break. Compliance with the MOHRE ban is the Supplier's obligation as employer; fines of MOHRE, the municipality and other authorities caused by the actions of the Supplier and the Operator are attributed to the Supplier. The rules for applying the break to shifts are set out in clause 6 of the Client Service Terms.

6.7. Weather and pause. The decision on safety rests with the Operator. Where work is stopped by the Operator, the time actually worked is payable; for the duration of an order pause (events of a general nature) no payouts accrue; the Supplier may remove the equipment for the duration of the pause with its own transport and at its own expense. The rules are set out in clause 9 of the Client Service Terms.

6.8. Non-performance. In case of failure to appear, leaving the site, breakdown, withdrawal of the equipment or refusal to perform an accepted order (other than the Operator's safety refusal due to site conditions; removal of the equipment for the duration of an order pause is not a failed order — a failure occurs only upon non-return by the agreed time after the pause ends): time not worked is not payable; the Supplier reimburses the Company the amounts refunded to the Customer and the costs of a substitute Supplier in excess of the order price; the mobilisation and demobilisation of the replacement are at the Supplier's expense. Two failed orders within 30 days entail deactivation and loss of priority.

7. Remuneration and settlements.

7.1. The Supplier's remuneration is due for accepted orders, on the basis of work reports and completion certificates. The Customer's tacit approval of the work report (24 hours) also operates in the Supplier's favour. The order offer includes not only the shift price but also the rates of the Supplier's ancillary services: mobilisation, demobilisation, waiting and overtime — these services are paid at the rates of the accepted offer.

Independence of the payout. The payout for duly performed works does not depend on the Company's settlements and disputes with the Customer: the Customer's disputing of a payment, its claims unrelated to the Supplier's fault, and delays of its bank are the Company's risk. Withholdings are possible only on the grounds set out in these Terms (clause 7.4).

7.2. Payout timing. The payout is made to the Supplier's bank account from the dossier within 3 business days after the completion certificate for the order, less the withholdings provided for in these Terms, with a line-by-line breakdown.

7.3. Taxes. The Supplier is solely responsible for its own taxes. A VAT-registered Supplier issues a tax invoice to the Company; VAT registration status is stated in the dossier.

7.4. Withholdings. The following are withheld from payouts: recalculations under clauses 6.3–6.4 and 6.8; recourse amounts under clause 8; confirmed and undisputed debts of the Supplier. Only an amount proportionate to the claim is withheld. A disputed withholding may not last more than 60 calendar days: if within that period the claim is neither settled nor referred to court or arbitration, the withheld amount is paid out; where the dispute is so referred, the withholding is maintained until a decision takes final effect.

7.5. Claims regarding payouts. A claim by the Supplier regarding a payout calculation is sent to `[email protected]` within 30 calendar days of receipt of the payout breakdown. Missing the deadline does not deprive the Supplier of the right to apply, but means that the calculation is deemed confirmed and the burden of proving otherwise rests with the Supplier — mirroring the claims rule for Customers (clause 20 of the Client Service Terms). We acknowledge receipt within 1 business day and provide a reasoned response within 10 business days; pending review, only the disputed part is withheld.

8. Liability and allocation of harm.

8.1. The allocation of liability for harm follows Section 22 of the Terms of Use and applies directly in the relationship between the Company and the Supplier: harm caused by the equipment or the Operator rests with the Supplier as the owner of the equipment and the employer; harm from the condition of the site and the acts of the Customer and its persons rests with the Customer; accidental loss of the equipment without fault of anyone is the risk of the Supplier as owner. Claims of the Customer and third parties for such harm are addressed to the Supplier.

8.2. Indemnity. The Supplier shall indemnify the Company for all amounts the Company has paid or is obliged to pay under claims arising out of the Supplier's performance of the works, including awarded compensation and reasonable defence costs.

8.3. Duty to defend. At the Company's request, the Supplier shall join court or arbitration proceedings concerning such claims and conduct the defence at its own expense.

8.4. Recourse. Amounts paid by the Company for the acts or omissions of the Supplier or the Operator pass to the Supplier together with interest and documented expenses.

8.5. Incidents. In case of an incident involving injury, property damage or police attendance, the Supplier notifies the Company immediately, no later than within 2 hours — the notice is informational: an incident stops the works and requires organisational action by the Company on the order (suspension, replacement, recalculation). The Supplier performs its public duties itself as employer and owner of the equipment: reporting to the police, notifying MOHRE of a work injury, dealing with its own insurer; its representative arrives at the scene within the agreed time. Copies of protocols and reports are provided to the Company. Photographing injured persons is prohibited.

8.6. Insurance. Mandatory insurance is a condition of activation (clause 4.1). Voluntary policies increase priority (clause 4.3). The Supplier notifies the Company of any change to or termination of any policy before accepting the next order.

Waiver of claims to the insured extent. The Supplier waives claims against the Company and the Customer to the extent of losses covered by its insurance; this waiver also extends to subrogation claims of its insurers. The Supplier shall procure that the insurer's waiver of subrogation is reflected in its policies where available.

8.7. The Company's liability to the Supplier. The Company's liability to the Supplier under an order is limited to the amount of the Supplier's remuneration under that order. The Company does not compensate the Supplier for loss of profit, including income from expected but undistributed orders, for the consequences of a suspension or deactivation effected in good faith, or for other indirect losses. This clause does not limit liability where limitation is not permitted by mandatory rules of UAE law, and does not affect the Company's obligation to pay the remuneration due.

8-A. Mirror allocation of risks: what the Customer bears and what the Supplier bears.

8-A.1. Principle. Risks are allocated by their source: the dangerous thing — the equipment and the Operator — belongs to the Supplier; the dangerous place — the site — belongs to the Customer. The Company controls neither and bears only its own obligations (document verification, arrangement, settlements). Everything imposed on the Customer in the client-facing documents also operates in the Supplier's favour; everything imposed on the Supplier operates in the Customer's favour.

8-A.2. Risks on the Customer's side — protection of the Supplier. Under the Client Service Terms the Customer bears, and the Supplier may rely on this:

• downtime for the Customer's reasons (no access, no permits, no responsible person, no passes or fuel; unsafe ground; unmarked utilities; the Operator's refusal to perform unsafe work due to site conditions) — is payable to the Supplier as waiting at the rates of the accepted offer, and the shift is deemed provided;
• safekeeping of the equipment between shifts — the Customer's risk: damage, theft and vandalism outside working hours on its site are attributed to it;
• marks of normal operation (track and outrigger imprints, marks on surfaces along the specified route) — do not constitute damage; protection of surfaces with mats is the Customer's obligation;
• unmarked underground utilities — the damage, fines and reinstatement rest with the Customer;
• undisclosed hazardous materials (chemicals, asbestos, petroleum products) — cleaning and decontamination of the equipment, downtime, disposal and fines are at the Customer's expense;
• fines for contamination of roads with soil from the site — borne by the Customer;
• harm to the Operator caused by the condition of the site, the absence of barriers or instructions outside the order — rests with the Customer;
• unacceptable treatment of the Operator — grounds for stopping the works, payable as the Customer's downtime;
• assignments outside the equipment's purpose — the Operator declines them; declining is not a breach and does not reduce the Supplier's ratings;
• obstruction of demobilisation — each commenced day is payable at the full shift price, and the corresponding part is paid out to the Supplier whose equipment is withheld;
• permits, NOCs, the permit to work and the lifting plan for work at height — the Customer's obligation; the Supplier provides certified equipment and a certified Operator;
• an error in the address or geolocation point — a cause on the Customer's side.

The Supplier addresses claims for these risks through the Company (assistance with settlement — clause 22.7 of the Terms of Use); withholdings from the Customer received on these grounds are transferred to the Supplier to the extent of its services and confirmed costs. If a claim is not settled, the Company, at the Supplier's request, assigns to the Supplier its claims against the Customer on the relevant ground and discloses the Customer data necessary to pursue the claim (mirroring clause 22.7 of the Terms of Use); pending resolution of a substantiated claim of the Supplier, the Company may withhold refunds due to the Customer in a proportionate part.

8-A.3. Cancellations and terminations by the Customer — what the Supplier receives.

• cancellation more than 24 hours before delivery — no compensation: the booking is released; this is the market risk of both parties;
• cancellation within 24 hours — out of the amount withheld from the Customer, the Supplier is compensated for its documented costs of booking, within the amount actually withheld;
• cancellation after the "departed" status — the Supplier is paid the mobilisation and the first shift;
• termination of a multi-day order less than 12 hours before the next shift — that shift is paid by the Customer and is paid out to the Supplier: next-shift protection operates in the Supplier's favour;
• replacement at the Customer's request without reasons (clause 22.10 of the Terms of Use) — the commenced shift, the demobilisation and the mobilisation are paid by the Customer and paid out to the Supplier that performed them;
• rescheduling of delivery by the Customer — for compensation purposes is treated as cancellation of the relevant window: more than 24 hours before — no compensation; within 24 hours — confirmed costs out of the amount withheld; after "departed" — the mobilisation;
• stoppage of a shift by the Customer while the equipment is serviceable and ready — the shift is paid out to the Supplier in full; stoppage by the Operator on weather safety grounds — payout for the time actually worked;
• order pause (events of a general nature) — no payouts accrue to anyone; where a pause lasts more than 7 calendar days, either party to the client-facing relationship may terminate the order, and the Supplier is released from it without sanctions;
• termination of an order due to the Supplier's own failure to perform — no compensation is due to it (clause 6.8).

8-A.4. Risks on the Supplier's side — mirrored. The Supplier bears: harm caused by its equipment or its Operator, to whomever it is caused; harm during transportation (by itself or its carrier); accidental damage to or loss of the equipment without fault of anyone (the owner's risk, covered by its insurance; the exception is the period of the Customer's guard between shifts and during a pause, when damage, theft and vandalism are the Customer's risk while natural events remain with the Supplier — clause 22.4 of the Terms of Use); the speed, productivity and quality of the works; compliance with the Operator's labour limits and the midday break, including MOHRE fines; the consequences of false statuses, late deliveries, technical stoppages and failed orders (clauses 6.1–6.8); the risk of safekeeping of faulty equipment awaiting recovery — the rule on safekeeping between shifts does not apply to it; early arrival before the agreed window — its own planning, waiting is not payable.

8-A.4-bis. Force majeure. Neither party is liable for non-performance caused by force majeure events (the list and rules — clause 19 of the Client Service Terms, mirrored). What has actually been performed is payable — worked shifts and completed mobilisation; for what has not been performed, no payouts accrue and no sanctions apply. Prolonged impossibility is governed by the pause rules (clause 6.7).

8-A.5. Liability matrix. Identical to clause 22.9 of the Terms of Use and applies directly in the relationship between the Company and the Supplier; in case of conflict with other clauses, clauses 22.2–22.6 of the Terms of Use prevail.

9. Non-solicitation. During the cooperation and for 12 months after the last order, the Supplier shall not, directly or through affiliates, contract with Customers of whom it learned through the Platform for services similar to the subject of the orders, without the Company's written consent. In case of breach, the Supplier shall pay the Company an amount equivalent to the Company's remuneration under a comparable order. Customer contact details are provided to the Supplier solely for the performance of an order.

10. Data.

10.1. The Supplier processes Customer data (contacts, site address and coordinates, requirements) solely for the performance of the order, with a level of protection equivalent to the requirements of the PDPL, and does not use it for its own marketing. Upon completion of the order the data is deleted, save for data the Supplier is required by law to retain.

10.2. The Supplier notifies its Operators of the transfer of their data (name, documents, certifications) to the Company and the Customer for the performance of orders and secures their consent; it notifies them of the photographic documentation of the works and the recording of correspondence.

10.3. Photographic documentation is performed according to the instructions: meters, equipment, site — with no people in the frame. The Supplier notifies the Company of data incidents immediately.

11. Suspension and deactivation. The Company may suspend the sending of orders or deactivate the Supplier in case of: expiry of level 0 documents; forged documents or false statuses; two failed orders within 30 days; breach of clauses 5.3–5.4 or 9–10; systematic claims by Customers. The Supplier is notified of deactivation with the reason stated and may submit explanations; where good faith is confirmed, activation is restored. No notice is required in cases of forged documents and direct settlements — there, deactivation is immediate. Deactivation does not affect settlements for performed orders. The Supplier may cease participation at any time upon completing the accepted orders.

11-bis. Sanctions and compliance with law. The Supplier represents and warrants that: it, its beneficial owners and its Operators are not subject to OFAC or UN sanctions and do not act in the interests of sanctioned persons; it complies with UAE law, including anti-corruption requirements and labour and immigration law with respect to Operators (visas, work permits, payment of wages). Breach is grounds for immediate deactivation. Mirrors clause 18 of the Terms of Use.

12. Notices and channels. The legally effective channel is the Supplier's WhatsApp chat at the number from the dossier and the e-mail address from the dossier. The rules on authorised channels and change of number are as in clause 7 of the Terms of Use, applied to the Supplier.

12-bis. Miscellaneous. The invalidity of an individual clause does not entail the invalidity of the remainder. A waiver of a right does not constitute a waiver of that right in the future. The Supplier may not assign rights or claims under these Terms, including rights to payouts, without the Company's written consent; the Company may transfer its rights and obligations to an affiliate or to a successor upon reorganisation or transfer of the business, with notice and without diminishing the Supplier's rights. Set-off by the Supplier requires the Company's written consent; withholdings by the Company are made only under clause 7.4.

Confidentiality. The Company's commercial terms — purchase rates, settlement procedures, the mechanics of priority and order distribution, information on Customers and volumes — are confidential; the Supplier shall not disclose them to third parties or use them outside the performance of orders during the term of these Terms and for 3 years after termination. After deactivation the Supplier may not hold itself out as a partner of GI Machinery.

Survival. Termination or deactivation does not terminate obligations that by their nature survive termination: warranties and indemnities (clauses 8.2–8.4), incidents (8.5), non-solicitation (9), data (10), confidentiality, governing law and disputes (13), language (14).

13. Governing law and disputes. The laws of the UAE and the Emirate of Dubai. Disputes not resolved by negotiation shall be resolved by arbitration under the DIAC Rules: Dubai, one arbitrator, the English language, the expedited procedure where provided for by the Rules. If the arbitration agreement is inapplicable or invalid — the competent courts of Dubai.

Exception for third-party claims. If a claim is brought against the Company by a third party or a Customer in a state court in connection with an order, the Company's related claims against the Supplier (warranties, defence, recourse — Section 8) may, at the Company's option, be heard by the same court, including joinder of the Supplier to the proceedings; this exception does not invalidate the arbitration clause for other disputes.

14. Language. These Terms are drawn up in English; the English version prevails. By accepting these Terms and continuing to deal with the Company, the Supplier confirms a sufficient command of English or that it has obtained translation and explanation; insufficient command of English does not exempt the Supplier from these Terms and is not a ground for challenging acceptance.

15. Versions. The version number, date and SHA-256 checksum are shown on the page and in the archive at gi-machinery.com/legal/versions/. The version applicable to an order is the one in force at the time of its acceptance.

16. Contacts. WORLD FIRST FZCO (GI Machinery), Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, UAE. [email protected] · claims: [email protected] · dispatch desk: +971 58 577 4115.

Contact

WORLD FIRST FZCO (trading as GI Machinery)
Building A1, Dubai Digital Park, Dubai Silicon Oasis, Dubai, United Arab Emirates
IFZA License 46921 · TRN 104660176900001
Dispatch line (06:00–22:00): +971 58 577 4115 · E-mail: [email protected]
Country of domicile: United Arab Emirates

Version 1.0 · Effective date: 18 August 2026 · gi-machinery.com/supplier-terms · version archive