Terms & Conditions

This purchase order is an order by the company referred to in this purchase order (the "Buyer") for the purchase/procurement of specified goods (the "Goods") or services (the “Services”), from the party to whom the purchase order is addressed to (the "Seller") in accordance with and subject to these terms and conditions and any additional special terms and conditions applicable (the "Terms"; together with the terms and conditions mentioned in the purchase order, the "Order").

1. Acceptance

This Order will be deemed accepted by the Seller upon the first of the following to occur: (a) Seller signing or delivering to Buyer any written instrument confirming acceptance; or (b) any performance by Seller of its obligations under the Order. The Seller understands that this Order, together with any documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, counter offers, representations and warranties, and communications, both written and oral, with respect to the subject matter of the Order, unless a separate overriding written agreement has been entered into and signed by the parties hereto. The Seller understands that these Terms expressly exclude any of Seller's terms and conditions under any document issued by Seller in connection with this Order, whether before, in concurrence or after issuance of the Order. For the avoidance of doubt the inclusion or reference to a Seller’s quotation or any other document does not constitute inclusion of any of the terms and conditions mentioned therein unless otherwise explicitly mentioned in the Order.

2. Delivery

Seller shall deliver the Goods and/or perform the Services (in addition to all drawings, test certificates, relevant documentation, including installation and operation/maintenance manuals and all materials for the manufacture testing, inspection, packing, protection and dispatch) at the delivery point specified by the Buyer (the “Delivery Location”), and on the date(s) specified in this Order (the "Delivery Date"). If no delivery date is specified, Seller shall deliver in full within a reasonable time of receipt of the Order. Timely delivery is of the essence. If Seller fails to deliver the Goods or Services in full, on the Delivery Date, Buyer may terminate the Order immediately and Seller shall indemnify Buyer against any losses, damages, and costs and expenses attributable to Seller's failure to deliver. Unless expressly agreed otherwise in writing, the Seller shall be responsible at his own risk and at his own cost for the delivery, off-loading hoisting and storing of the Goods and placing the same in the workface or position at the Delivery Location. Any Goods supplied in excess of the quantity or quantities stated in the Order shall be at the sole risk of the Seller and the Buyer shall not be responsible for any loss or damage thereto or for payment for any such excess quantity or quantities. Where any Goods manufactured for the Buyer's benefit are stored prior to delivery by the Seller, then the Seller shall ensure that they are kept apart from other goods, properly protected and identified as being for delivery to the Buyer together with a reference to the number of the Order, the address for delivery and any other relevant reference as a precondition to any payment in respect thereof and the Seller shall provide written confirmation that title to such Goods has vested in the Buyer, in a form acceptable to the Buyer. Any charges made by the Seller for packing cases, containers, skids, cable drums, pallets, cylinders and the like are to be included separately on the invoice for the Goods to which they relate and the Buyer shall be entitled either to retain the same as Buyer's property or return it to the Seller who shall furnish the Buyer with a credit note in respect thereof failing which such charges shall be deducted from the invoice. A detailed delivery note must accompany all deliveries of the Goods. As a pre-condition to any payment for Goods delivered, the delivery note should include at least the schedule of items being delivered/Seller’s name/Order number/delivery ticket number/space for date and signature of receiver. Signature for receipt of Goods does not constitute acceptance of any terms and conditions other than those laid out herein and shall not be construed as a waiver of the Buyer’s right to claim against the Seller as a result of any defect in or damage to the Goods.

3. Inspection

The Buyer reserves the right to access for his authorised representatives, agent or Employer’s representative at all times to the plant(s) of the Seller and/or his manufacturer and/or his subcontractor for the purpose of determining progress, inspecting the works at all stages of manufacture and witnessing or carrying out tests. This requirement shall be endorsed on all Seller’s sub-orders which must also include the Order number. Such rights to progress inspection and tests shall not be construed as relieving the Seller of its responsibilities. For the purpose of the Order, "Employer" shall mean the person with whom the Buyer has entered into a contract to supply materials goods and/or services pursuant to which the Buyer requires the Goods and/or Services subject of this Order. The Buyer reserves the right to inspect the Goods on or after the Delivery Date. Buyer, at its sole option, may reject all or any portion of the Goods if it determines the Goods are defective or nonconforming. If Buyer requires replacement of the Goods, pursuant to Section 4, Seller shall promptly replace the nonconforming Goods. If Seller fails to timely deliver replacement Goods, Buyer may replace them with goods from a third party and charge Seller the cost thereof and terminate this Order pursuant to Section 8. Any inspection or other action by Buyer under this Section shall not affect Seller's obligations under the Order, and Buyer shall have the right to further inspection after Seller takes remedial action.

4. Testing

Where or to the extent that the Buyer operates quality control/management procedures which require stage checks to verify and record compliance with this Order whether on or off the premises of the Buyer, then the Seller shall co-operate with the Buyer in implementing those procedures and shall provide documentation reasonably required to record verification. Where the Order provides for testing, the Seller shall give the Buyer 10 days’ notice in writing of readiness of Goods for testing and shall provide free of charge the testing and such assistance, labour, materials, electricity, fuel, stores, apparatus and instruments as may be necessary to carry out the tests efficiently. The Buyer may reject any Goods or part thereof if after inspection or testing such Goods are found to be defective or not in accordance with the requirements of the Order. Any further tests required will be at the Seller’s cost. The Seller shall provide free of charge copies of all test reports and data in such numbers as are stated in this Order.

5. Price and Payment

The price of the Goods or Services is the price stated in this Order (the “Price”). Seller shall invoice Buyer for the Order within 30 days of delivery. The Price is not subject to any fluctuations for the validity period of the Order except in accordance with any written variation signed by an authorised signatory of the Buyer. Unless otherwise stated in the Order, Buyer shall pay all properly invoiced amounts due to Seller within the period agreed between the parties and/or listed within the Purchase Order document after receipt of such invoice, except for any amounts disputed by Buyer. Invoices should be addressed to the finance department at the Buyer’s address shown on the Order. Invoices should be sent separately for each Order, clearly showing the Order number, the name of the project for which the Goods/Services are being supplied to and be accompanied by a copy of the signed delivery note corresponding to the invoice. All invoices shall be rendered net of any retention and discounts as specified in the Order. A statement detailing invoices rendered payments made and amounts outstanding to be sent at the end of each month. No claim for payment shall be valid unless supported by an Order and related delivery note signed by the Buyer. The Buyer and the Seller shall seek to resolve all such disputes expeditiously and in good faith. Seller shall continue performing its obligations under the Order notwithstanding any such dispute. Without prejudice to any other right or remedy, Buyer reserves the right to set off any amount owing to it by Seller against any amount payable by Buyer to Seller. Payment of an invoice is not evidence or admission that the Goods or Services meet the requirements of the Order.

6. Health and Safety and Hazardous Wastes

To the extent that Seller’s personnel are required to enter onto Buyer’s site or property, Seller shall ensure that personnel comply with Buyer’s health, safety and environmental policies and standards. Where the Seller is delivering Goods in vehicles with mechanical off-loading facility, the Seller shall procure that its operators must hold appropriate competency certificates and that all vehicles are maintained properly. The Seller accepts the responsibility for the safe storage and disposal of waste generated by the Seller and shall comply with all relevant statutory requirements by laws, codes of practice and regulations in that respect. The Seller shall deliver with each consignment of Goods/Services such written information (including but not limited to site documentary assessment/data sheets of all Goods / Services which may be considered as potentially hazardous to health) as may be necessary for the proper handling, use, processing, storage and maintenance of the Goods/Services without risk of damage or injury to persons or property. If at any time Seller generates any hazardous waste(s) on Buyer’s property or site, Seller will immediately notify Buyer and Seller will comply with Buyer’s policies and practices, and any applicable law, regarding management of hazardous wastes.

7. Change Order

Buyer may, from time to time, at no cost whatsoever to the Buyer, initiate changes by issuing to Seller written notices (each, a “Change Order”) that alter, add to, or deduct from the Goods or Services, but that are otherwise subject to the Terms of this Order. Seller will promptly comply with the terms of any Change Order.

8. Termination

Buyer may terminate this Order, in whole or in part, for any reason upon thirty (30) days' prior written notice to Seller. In addition to any remedies provided herein, Buyer may terminate this Order with immediate effect (and without the need for a court order), either before or after acceptance of Goods or Services, if Seller has breached any of the Terms herein. If the Seller becomes insolvent, commences or has commenced by it or against it bankruptcy proceedings, receivership, reorganization or assignment for the benefit of creditors, then the Buyer may terminate this Order (without the need for a court order). If Buyer terminates the Order for any reason, Seller's sole and exclusive remedy is payment for the Goods or Services received and accepted by Buyer prior to the termination. The termination of the Order for any reason shall not prejudice any claim which the Buyer may have against the Seller in respect of any antecedent breach of any provision herein nor shall it prejudice the continuance in force of any such provision which is expressly or by implication intended to come into or continue in force on or after such termination. Upon termination of the Order, the Seller shall, if requested to do so, forthwith and at no cost, assign to the Buyer the benefit of any agreements for the supply of materials or goods and/or the execution of any services for the purposes of the Order and the Buyer may pay any supplier or sub-contractor of the Seller under such agreements for any materials or goods delivered or services executed for the purposes of the Order following and based on such assignment. Payments made hereunder may be deducted from any sum due or may become due to the Seller or shall be recoverable from the Seller as a debt.

9. Warranties

Unless otherwise agreed in writing between the parties, the Seller warrants to Buyer that for the time period specified in the special terms and conditions applicable to this Order, all Goods, Services or Goods furnished in connection with Services, and all supporting literature and documentation thereto (where applicable), will: (a) be new and free from any defects in workmanship, material and design; (b) conform to applicable specifications and agreed, quality, descriptions and samples; (c) be fit for their intended purpose and operate as intended; (d) be free and clear of all liens, security interests or other encumbrances; (e) comply in all respects with any relevant statute, statutory rule, order, directive, regulation or statutory license, consent, standards or permit or other legal requirement which may be in force at the time; (f) comply with all relevant government export and/or import regulations; and (g) not infringe or misappropriate any third party's intellectual property rights. The Seller shall maintain sufficient spares and replacement parts as required in the Order or by applicable laws and regulations, to allow the Buyer to have repaired or replaced any defective worn or damaged items. These warranties survive any delivery, inspection, acceptance or payment and are cumulative and in addition to any other warranty required by law. Any applicable statute of limitations runs from the date of Buyer's discovery of the noncompliance. If Seller is in breach of the warranties set out in Section 9, Seller will, at its sole cost, replace or repair the Goods or re-perform Services to Buyer’s satisfaction. The Seller shall also procure that the Buyer has the benefit of any manufacturer’s or supplier’s warranties that concern or otherwise relate to the Goods.

10. Indemnification

Seller shall defend, indemnify, and hold harmless Buyer and Buyer's parent company, its subsidiaries, affiliates, successors or assigns and its respective directors, officers, shareholders, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage, liability, claim, action, judgment, interest, penalty, consequential losses, cost or expense, including reasonable attorney and professional fees and costs, and the cost of enforcing any right to indemnification hereunder (collectively, "Losses") arising out of or occurring in connection with Seller’s performance of its obligations or Seller's negligence, wilful misconduct or breach of the Terms of this Order. Seller shall not enter into any settlement, waive any rights or grant a release of liability without Buyer's or Indemnitee's prior written consent. The Buyer's rights as expressly stated herein are in addition and without prejudice to any rights the Buyer may have against the Seller under any condition or warranty implied by law, statute or otherwise. The Seller shall be deemed to have full knowledge of the provisions of any contract between the Buyer and any other party in relation to the procurement of Goods/ Services to be provided by the Buyer and full knowledge of documents referred to therein. The terms of any such contract shall be deemed to be incorporated into this Order (unless such terms contradicts the terms and conditions of the Order) and the Seller hereby acknowledges that any breach by the Seller of the Order may result in the Buyer being in breach of or becoming liable for damages under such contracts. Accordingly, the Seller shall indemnify the Buyer against any liability costs damages or expenses in the performance of such contracts, which it may incur in consequence of any defect in the Goods/Services or by reason of any act or omission of the Seller, its employees or agents.

11. Confidential Information

All secret, confidential or proprietary information of the Buyer, including, but not limited to, intellectual property, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, pricing, discounts or rebates, disclosed by Buyer to Seller, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated or otherwise identified as "confidential," in connection with the Order is confidential, solely for the use of performing the Order and may not be disclosed or copied unless authorized by Buyer in writing. Upon Buyer's request, Seller shall promptly return all documents and other materials received from Buyer. Buyer shall be entitled to injunctive relief for any violation of this Section. This Section shall not apply to information that is: (a) in the public domain (but not where such information has entered the public domain as a result of a breach of these Terms); (b) rightfully and legally known to the Seller at the time of disclosure; or (c) rightfully and legally obtained by the Seller on a non-confidential basis from a third party (other than as a result of a breach of these Terms).

12. Insurance

Seller shall, at its own expense, maintain, and carry insurance in full force and effect with financially sound and reputable insurers, which includes: (a) commercial general liability (including product liability) in accordance with the special terms and conditions for this Order (or otherwise in accordance with the Buyer’s instructions); (b) workers’ compensation insurance in compliance with the applicable laws of each jurisdiction affected by the Order; (c) if the Seller will use or provide for use of motor vehicles in providing and/or performing the Order, motor vehicle insurance covering all liabilities for personal injury and property damage arising from the use of such vehicles, with limits of no less than the amount specified in the special terms and conditions for this Order (or otherwise in accordance with the Buyer’s instructions). The Buyer shall be entitled at any time to require the Seller to produce any evidence the Buyer requires that the policy or policies of insurance are being fully maintained together with the receipts for the current premium and the Seller warrants that he will at all times during the performance of its obligations herein, keep such insurances in full force and effect. If the Seller fails to do so, the Seller shall be entitled at any stage to take out alternative insurance provisions at the Seller's cost either in set off against any invoice or payable as a debt by the Seller.

13. Compliance with Law

Seller warrants and represents to Buyer that it is in compliance with and shall remain in compliance during performance of this Order and ensure that its employees, agents, contractors and subcontractors comply with Buyer’s Code of Ethics, Business Integrity Policy and Sustainability Charter available on Buyer’s website or otherwise, upon request, and all applicable laws, regulations and legislation. If Seller fails to comply with the laws, orders, rules, ordinances and regulations and as a result Buyer is fined, Seller agrees to pay the fine and costs incident thereto or reimburse Buyer for payment.

14. Patents Copyright Intellectual Property Rights:

The Seller agrees to grant to the Buyer a perpetual, irrevocable royalty free licence to use any materials produced by the Seller in connection with any Goods/Services being procured by the Buyer, which shall include the right to grant sub-licences to third parties. The copyright in all drawings plans specifications and any other documentation provided by or on behalf of the Buyer to the Seller shall remain vested in the Buyer or whomever prepared such documents. Such documents shall be returned to the Buyer immediately upon request.

15. Shipping Terms

Delivery shall be made in accordance with the Terms of this Order. The Order number must appear on all documents pertaining to the Order, invoices, packing lists, correspondence, and all shipping documents. Seller shall not substitute material or ship more than the quantity ordered. Seller shall be solely responsible for and pay, all costs of delivering the Goods to the Delivery Location, including, without limitation, all shipping and freight costs and all duties, fees, tariffs or similar analogous taxes on imports/exports of the Goods (“Customs Duties”). Seller will take all reasonable steps to minimize Customs Duties costs.

16. Taxes

Unless specified otherwise in the Order, the Price is inclusive of, and Seller shall be solely responsible for and pay, all federal and local taxes. The Seller shall be fully responsible for and shall indemnify the Buyer against any non-compliance with or failure to observe tax regulations arising from the Order.

17. Title and Risk of Loss

Unless otherwise specified in the Order, risk of loss of the Goods remains with Seller and title will not pass to Buyer until the earlier of either: (a) the Goods being delivered to and accepted by Buyer at the Delivery Location, or (b) upon payment by the Buyer whichever is the earlier.

18. Force Majeure

Neither party shall be liable to the other for any delay or failure in performing its obligations under the Order to the extent that such delay or failure is caused by an event or circumstance that is beyond the reasonable control of that party, without such party's fault or negligence, and which by its nature could not have been foreseen by such party ("Force Majeure Event"). Seller's economic hardship or changes in market conditions are not considered Force Majeure Events. Seller shall use all diligent efforts to end the failure or delay of its performance, ensure that the effects of any Force Majeure Event are minimized and resume performance under the Order. If a Force Majeure Event prevents Seller from performance for a continuous period of more than fifteen (15) business days, Buyer may terminate this Order immediately by giving written notice to Seller and without the need for a court order.

19. Waiver and Release of Liens

Upon Seller receipt of amounts properly invoiced, Seller waives and releases all rights to, for itself and its subcontractors, and at its sole cost shall obtain prompt removal of any lien fixed against Buyer, for Goods or Services performed under this Order.

20. Relationship of the Parties

The Seller is an independent contractor of Buyer. Nothing contained herein shall be construed as creating any agency, partnership, employment or fiduciary relationship. Neither party shall have authority to bind the other party in any manner whatsoever.

21. Governing Law and Venue

All matters arising out of or relating to this Order shall be governed by and construed in accordance with the laws of UAE. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts in UAE.

22. Notices

All notices, consents, claims, demands, waivers and communications hereunder (each, a "Notice") shall be in writing and addressed to the parties at the addresses set forth on the face of this Order or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (all fees pre-paid), facsimile (with confirmation of transmission) or certified or registered mail (return receipt requested, postage prepaid). A Notice is effective only upon receipt of the receiving party, and if the party giving the Notice has complied with the requirements of this Section 22.

23. Inconsistent Terms

In case of controversy between the terms found on the face of this Order and the terms and conditions herein, the former shall take precedence. Any separate written overriding agreement signed by both parties shall govern over the terms of the Order.

24. Services

Any Seller that may perform Services represents itself as qualified and able to perform. Seller shall perform Services pursuant to the industry standard of care. Buyer will furnish materials, equipment and machinery only if and to the extent set forth in the Order. Seller will report immediately to Buyer any event or circumstance which Seller knows or reasonably suspects is, or results from, a violation of Buyer’s policies or law set forth herein. Seller will, at its sole cost and expense, repair or replace any real or personal property belonging to Buyer that Seller, its employees or agents may damage, destroy or remove while performing or result from performing this Order.

25. Survival

Provisions of this Order which by their nature should apply beyond any termination of this Order will remain in effect for the period expressed within the relative Section.

26. Severability

If any term or provision of this Order is found invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term of this Order or invalidate or render unenforceable such term in any other jurisdiction.

27. Miscellaneous

Seller shall not assign, transfer, delegate or subcontract any of its rights or obligations under the Order without Buyer’s prior written consent. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment shall relieve the Seller of any of its obligations hereunder. No modification, alteration or amendment of the Order shall be binding unless agreed to in writing and signed by Buyer. No waiver by any party of any of the provisions of the Order shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from the Order by Buyer shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or privilege hereunder preclude any other exercise of any additional right, remedy, or privilege.

28. Sustainability

The Seller shall demonstrate responsible conduct in the execution of the Contract and commitment to the culture of the Buyer, and shall ensure that it:

  • maintains a safe working environment and demonstrates a concern for the safety of others;
  • takes all steps to ensure that it operates in an environmentally friendly and sustainable manner;
  • shows respect to others in professional and business practices;
  • shows a willingness to learn and to adopt latest best practices; and
  • delivers on its commitments.

When requested, the Seller shall demonstrate compliance with the “Al Naboodah Sustainability Charter”, a copy of which is available on request.

29. Value Added Tax (‘VAT’)

Unless stated to the contrary and otherwise as provided in this Agreement, all prices quoted in this Order, and any amounts payable under this Order shall be inclusive of VAT.

Where VAT is payable by the Buyer under this Order, the agreed consideration for the supply shall include the amount of VAT payable applicable at the prevailing rate at the time the supply is made.

Amounts payable as VAT by the Buyer under this Order shall only be payable to the Seller upon receipt of a valid VAT invoice, as prescribed by law.

 

Procurement


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