1. DEFINITIONS
   • In these Conditions the following expressions will have the following meanings unless inconsistent with the context: “Buyer” Contracting Party; “Buyer’s Goods” any drawings, specifications, dies, tools, patterns, equipment, materials, negatives, data or goods or other documents supplied by the Buyer to the Seller; “Conditions” the standard terms and conditions of purchase set out in this document together with any special terms agreed in writing between the parties as specified on the Purchase Order and any and all warranties or representations made by the Seller to the Buyer or which would be implied by law if the Buyer was acting as a customer. “Contract” any contract between the parties for the sale and purchase of the Goods and/or the supply of the Services formed in accordance with Condition 2 comprising of the Purchase Order, the Conditions and any other documents (or parts thereof) specified in the Purchase Order; “Delivery Advice Note” itemised delivery advice note showing, inter alia, the Purchase Order number, date of order, product code, description of Goods and/or Services, quantities, values and in the case of part delivery, the outstanding balance remaining to be delivered; “Delivery Schedule” any call-off schedule or delivery date; “Goods” any goods (or any part or parts thereof) which the Seller supplies to the Buyer by the Purchase Order including, without limitation, raw materials, processed materials, or fabricated products under a Contract; “Price” the sum(s) payable to the Seller pursuant to the Contract in the currency specified in the Purchase Order or, if no currency is specified, in UAE Dirham; “Purchase Order” any purchase order of the Buyer for the Goods or Services incorporating the Conditions; “Seller” the person(s), firm or company from whom the Company orders the Goods or Services; “Services” any services which the Buyer requires/receives from the Seller (including any part of them) under a Contract;
   • The headings in these Conditions are for convenience only and will not affect their construction or interpretation.
   • Should there be any inconsistency between the documents comprising the Contract they shall have the following order of precedence: (1) the Purchase Order together with any special conditions incorporated in the Purchase Order; (2) the Conditions; and (3) any other documents specified in the Purchase Order.
2. FORMATION
   • The Seller must notify the Buyer prior to Delivery of the Goods or commencement of performance of the Services if he does not accept these Terms & Conditions.
     Delivery of the Goods or commencement of performance of the Services will be deemed conclusive evidence of the Seller’s acceptance of these Terms & Conditions.
   • The Buyer is entitled to cancel or terminate the Contract in whole or in part (other than by reason of any matters in Condition 1), forthwith upon written notice to the Seller at any time and, the Buyer’s sole liability will be to pay to the Seller the value of any Goods actually supplied or Services provided at the date of such In the event of cancellation or termination by the Buyer by reason of the Sellers default under the provisions of Condition 13.1in which instance the Buyer will have no liability to the Seller.
   • Save as set out in the Contract, the Conditions may only be varied or amended in writing and signed by a director or other person duly authorised to act by the Buyer.
3. THE GOODS AND SERVICES
   • The Goods and/or Services shall comply in all respects with the Contract. The Seller acknowledges that precise conformity of the Goods/Services with the Contract is of the essence and the Buyer may reject the Goods/Services or terminate the Contract under Condition 13.1if the Goods/Services do not so conform however slight the breach may be.
   • At all stages of manufacture, delivery and supply the Goods/Services shall be, and the processes of the Seller or any person from whom the Seller obtains the Goods/Services shall be in full compliance with all applicable statutes, statutory instruments, directives, regulations, standards, codes of practice and/or other legal requirements concerning the manufacture, packaging, packing, labelling and delivery of the Goods and/or the provision of the Services from time to time in force (including but not limited to all relevant health and safety legislation) and the Buyer’s requirements, safety policies, recommendations, systems and working matters. All appropriate records and registrations are to be maintained by the Seller and made available to the Buyer on demand. The Seller shall satisfy itself that it understands the requirements of the Buyer and its customers in order to comply with the obligations under the Contract and that it understands the purposes for which the Goods are to be used.
4. INSPECTIONS
   • The Buyer may require the Seller to submit samples for the Buyer’s approval and the bulk of the work shall not be started until the Buyer has communicated its approval in The Buyer will be entitled to retain the samples until all of the Goods are delivered.
   • Any person authorised by the Buyer will at all times (whether prior to or after delivery) upon reasonable notice to the Seller be admitted by the Seller to any of the Seller’s premises to inspect or test any materials, manufacturing process or completed Goods awaiting dispatch at any time. The Seller shall give the Buyer all such assistance as the Buyer may reasonably request so that the Buyer can undertake the tests and entitle the Buyer to remove samples of such Goods.
   • Should the Goods fail an inspection or test and all or any part or any combination of parts of the Goods is rejected by the Buyer, the Buyer may, at the Buyer’s option, at any time before delivery or within 14 days after the date of inspection or after any latent defect in the Goods has become apparent and been notified to the Seller, by notice to the Seller and at the Seller’s sole risk and expense (1) reject the whole or any part of the Goods entitling the Buyer to a full refund for any amounts paid to the Seller in respect of the whole or any part of the Goods; or (2) reject the whole or any part of the Goods and undertake or procure the replacement and/or rectification of the Goods; or (3) require the Seller to replace the Goods or to rectify any defect. Any part acceptance of the Goods shall be without prejudice to the Buyer’s right to reject any subsequent consignment or part consignment of the Goods.
   • Any inspection, test, checking or approval by or on behalf of the Buyer (as failure to inspect, test, check, approve or make any complaint to the Seller) shall in no event be construed as acceptance and will not relieve the Seller or its subcontractors from any obligations or liability under the Contract or otherwise.
5. VARIATIONS
   • The Buyer may from time to time by notice in writing direct the Seller to add to or omit from or otherwise vary the Contract, drawings or specifications, method of shipment, quantities, packing or time or delivery point and the Seller shall carry out such variations as though such variations were incorporated into the Contract.
     Within 5 days of the date of such notice the Seller shall notify the Buyer in writing if a variation would result in a Price adjustment (whether an increase or decrease) or would prevent the Seller from performing or increase the time required for the Seller to perform its obligations under the Contract. The Seller shall notify the Buyer of the proposed price adjustment and/or revised timescale for performance and the reason for such price increase or such failure/delay. The Buyer upon receipt of any such notice shall confirm in writing whether or not to proceed with such variation. Until the Buyer confirms its instructions to proceed with the variation, they shall be deemed not to have been given.
   • Any variation shall be reasonable as determined by the Buyer. In the event of a dispute between the Buyer and the Seller, the Seller shall proceed with the variation as instructed by the Buyer pending determination of the issue by an independent expert, approved by the parties, whose decision shall be final and binding.
   • If for any reason, either during the delivery or installation of the Goods at the delivery point or thereafter the Seller is unable or unwilling to undertake repairs or adjustments or modifications within such time frame as the Buyer may notify to the Seller, the Buyer may arrange for such work to be carried out by a third party. In these circumstances, the cost and risk of the work carried out shall be with the Seller, and the Seller shall indemnify the Buyer in respect of all such costs and risks on
6. PRICE AND PAYMENT
   • Subject to Conditions 2and 6.3 the Price will be fixed for the duration of the Contract unless otherwise agreed in writing by the Buyer.
   • No variation in the Price nor extra charges can be made (whether on account of increased material, labour or transport costs, fluctuation in rates of exchange or otherwise) without the prior written consent of the Buyer.
   • The Seller warrants and undertakes that the Contract shall at all times be no less favorable than the best terms it offers to any other customer particularly in relation to Price and other charges having due regard to the other commercial terms and conditions applicable to that customer.
   • Unless the Purchase Order otherwise provides, the Seller shall not invoice the Buyer until performance of the Contract has been completed and all the Goods have been delivered and/or Services performed, and each invoice must, where applicable, be accompanied with a Delivery Advice Notice.
   • Without prejudice to any other right or remedy, the Buyer will be entitled at any time to deduct from or set off against the Price any monies, debts or other sums whatsoever owed or due from the Seller. The Seller shall not be entitled to any rights of set-off or counterclaim against any monies due to it from the Buyer. The Seller is not entitled to suspend deliveries or performance of the Goods or Services as a result of any sums being outstanding.
   • No payment made by the Buyer shall in any way be construed as acceptance of any of the Goods or Services supplied by the Seller or any of its subcontractors and no payment shall in any way impair or restrict any rights or remedies the Buyer may have under the Contract or otherwise.
7. DELIVERY
   • Unless otherwise agreed in writing, the Goods are to be delivered carriage paid and in such manner as the Buyer may notify to the Seller to the delivery point and/or the Services will be provided at the address specified in the Purchase Order during normal work hours at the Seller’s risk on the date specified in the Purchase Order or the Delivery Schedule. The Buyer shall be entitled to vary the Delivery Schedule at any time, with which the Seller will use its best endeavours to comply at no additional cost to the Buyer. Time for delivery and/or performance of the Contract is of the essence.
   • The Seller may not deliver the Goods by separate instalments or perform the Services in stages unless agreed in writing by the Buyer. If the Buyer does agree as stated in the Purchase Order or Delivery Schedule then unless particulars of the instalments are set out in the Purchase Order or Delivery Schedule, the Seller must apply to the delivery point or to the regional office of the Buyer for particulars of the instalments.
     If the Buyer does agree, the Contract will be construed as a separate Contract in respect of each instalment or stage, the Buyer will have the right, but not the obligation to(1) treat all the Contracts for the total Purchase Order as repudiated if the Seller fails to deliver or perform any instalment or stage; and (2) reject any or all of the instalments for the total Purchase Order if the Buyer is entitled to reject any one instalment
   • The Seller will ensure that: (1) the Goods are marked in accordance with the Buyer’s instructions and any applicable regulations or requirements of the carrier and properly packed and stored against damage and deterioration in transit so as to reach their destination in an undamaged condition and (2) each delivery is accompanied by a Delivery Advice Note; the absence of which will entitle the Buyer to reject the Goods at the delivery point. If the Buyer does not so reject the Goods, the Seller will replace any shortages subsequently reported by the Buyer from the delivery point and will make good such shortages at its own expense
   • The Buyer shall not be obliged to accept Goods:
     • not specified in one of the Buyer’s Purchase Orders;
     • supplied in excess of the quantities specified in the Purchase Order; and
     • supplied earlier than the date of delivery save that in respect of Conditions 7.4.2 and 4.3, the Buyer will be entitled to retain such goods at the Seller’s risk and expense and that in respect of Condition 7.4.2the Buyer will not be bound to pay for the excess. The Seller will receive payment for the Goods in accordance with the Contract or the Delivery Schedule (if any).
       Rep-T02175-Standard Purchase Conditions-RGM-110926 (2)
   • Unless otherwise specified in the Purchase Order there will be no charges for packing, carriage, handling or insurance. Containers and packing are, unless otherwise specified in the Purchase Order, to be supplied free but will be returned, if required, at the Seller’s risk and expense.
   • The Seller shall bear the risk of any damage, deterioration, destruction or loss occurring prior to or during transit and/or during unloading of the Goods, unless such transit and/or unloading is undertaken by the Buyer. Where the Contract includes transportation of the Goods by the Seller (which shall be included unless the Purchase Order states otherwise), the Seller shall be responsible for the safe and suitable loading of the same and the safe delivery of the Goods in an undamaged state to whomsoever the Goods may be delivered. Where the Seller does not load the Goods itself it shall nonetheless check such loading and shall not carry the Goods unless it is satisfied that they are safely and suitably loaded.
   • If the Buyer is not able to accept delivery of the Goods on the due date:
     • the Seller shall at its own risk (but subject to reimbursement as provided in Condition 7.7.3), if the Buyer so requests, store the Goods at suitable premises, advising the Buyer beforehand of the particulars of such proposed storage;
     • the Seller shall insure the Goods on “all risks” terms acceptable to the Buyer in the joint names of the Seller and Buyer and shall notify the Buyer of such insurance cover; and
     • subject to receiving a certificate of insurance in a form acceptable to the Buyer, the Buyer shall reimburse the Seller in respect of all reasonable storage charges and insurance premiums properly incurred or paid.
8. RISK/OWNERSHIP
   • Subject to the Buyer’s right to rejection, risk in and ownership of the Goods or any part thereof shall pass to the Buyer on delivery or on payment for the Goods or any part thereof (including any advance or progress payment), whichever is the sooner.
     Any Goods for which the Buyer has paid, but which have not been delivered, shall be clearly identified as the property of the Buyer and stored in safe and otherwise suitable conditions and in accordance with any instructions given by the Buyer.
9. THE BUYER’S GOODS
   • The Seller hereby agrees to indemnify and keep indemnified the Buyer against loss of or damage to the Buyer’s Goods during the time they are in the Seller’s possession, custody or control. During such time the Seller shall adequately insure the Buyer’s Goods in the name of and for the benefit of the Buyer at the Seller’s expense with a reputable insurance company against loss or damage arising from any cause whatsoever and shall produce to the Buyer on demand the policies of such insurance and receipts for premiums paid. If the Seller fails to produce such policies of insurance the Buyer may insure the Buyer’s Goods itself and charge the Seller, and the Seller agrees to pay on demand in respect of such insurance without set-off, counterclaim and protestation, the full amount of any premium paid or payable together with a charge of 5% of the premium by way of an administration fee.
   • The Seller hereby waives any lien that it might otherwise have (whether at the date hereof or subsequently) on any of the Buyer’s Goods for work done thereon or otherwise but this clause shall not be construed as a waiver of any other rights of recovery of any charges that may be due to the Seller for such work.
10. INTELLECTUAL PROPERTY
    • The Buyer authorises the Seller to use the intellectual property rights of the Buyer for the purposes only of exercising its rights and performing its obligations under the Contract. The Seller will have no other rights whatsoever in respect of the intellectual property rights of the Buyer ownership of which shall remain with the The Seller undertakes to and shall procure that its employees, agents and subcontractors respect the protection of copyright enjoyed by all drawings, designs, plans, specifications, sketches or other documentation provided to the Seller by the Buyer, its clients, agents, subcontractors or others acting for the Buyer.
    • The Seller warrants that neither the Goods, nor their use, resale or importation, infringe any patent, copyright, registered design right, trade mark, trade name or other intellectual property rights of any third party except to the extent that any infringements arise from any specification, drawings, samples or descriptions provided by the Buyer.
11. CONFIDENTIALITY
    • The Seller will keep confidential and use, only for the purpose of performing its obligations under the Contract any and all confidential information (including, without limitation, information derived from or arising out of or in connection with the Contract or any specifications, plans, drawings, patents or designs of the Buyer provided to the Seller and communicated by any means whatsoever) it may require including confidential information in respect of the Buyer’s Goods and will ensure that its officers and employees comply with the provisions of this Condition 11.
    • The provisions of this Condition 11shall remain in effect notwithstanding any discharge by performance, termination or suspension of the Contract, howsoever
    • The obligations on the Seller set out in this Condition 11will not apply to any information which is publicly available other than through a breach of this condition by the Seller or information which is required to be disclosed by law.
12. INDEMNITY AND CANCELLATION
    • The Seller will indemnify, keep indemnified and hold harmless the Buyer from and against all costs (including the cost of enforcement), expenses, liabilities (including any tax liability), injuries, direct, indirect or consequential loss (all three of which terms include, without limitation, pure economic loss, loss of profits, loss of business, depletion of goodwill and like loss), damages, claims, demands, proceedings, of legal costs (on a full indemnity basis) and judgments which the Buyer incurs or suffers as a consequence of a direct or indirect breach or negligent performance by the Seller or failure or delay in performance of the terms of the Contract, arising out of but not limited to:(1) termination of the Contract by the Buyer in accordance with Condition 1or breach of the Contract by the Seller; (2) any actual or alleged infringement of any intellectual property rights of any third party made against the Buyer; (3) any act or omission of the Seller or any of its servants, agents, directors, employees, sub-sellers or subcontractors or any of their servants, agents, directors or employees or relating to the performance or otherwise of the Contract; (4) death or personal injury to or infringement of rights of any person or loss or damage to any property arising from inter alia the Goods, or delivery of the Goods whether or not to any premises wholly or partly occupied by the Buyer at any time or upon any roads, ways or paths giving access to any such premises or any part thereof (save where any death and/or personal injury is caused due to the negligence of the Buyer its employees or agents.); (5) any defect in design and/or calculation of any Goods supplied or Services performed by the Seller or by the Seller not complying with any appropriate specification; and (6) a failure, default or delay in delivery arising other than as a result of negligence on the part of the Buyer
    • The Seller consents to the Buyer transferring any guarantee or similar rights given by the Seller to the Buyer in relation to the Goods supplied to any other person for whom the Buyer carries out building or engineering works or to whom the Buyer sells, hires or disposes of any Goods supplied by the Seller (whether by themselves or together with any goods supplied by the Buyer or by the Buyers other Sellers) to the intent that such guarantee or similar right may be enforced against the Seller not only by the Buyer but also by any person claiming through the Buyer.
13. TERMINATION
    • The Buyer may by written notice served on the Seller terminate the Contract immediately if the Seller:
      • is in material breach of any of the terms of the Contract and, where the breach is capable of remedy, the Seller fails to remedy such breach within seven days service of a written notice from the Buyer, specifying the breach requiring it to be remedied;
      • fails to deliver the Goods in accordance with the Delivery Schedule (if any);
      • notwithstanding any guarantee given by the Seller, the quality of the Goods supplied by the Seller either in performance of the Contract or as a sample is such that they do not conform to specifications, drawings, samples or instructions supplied or given or they are not of satisfactory quality and/or fit for purpose;
      • becomes bankrupt, insolvent, has any distraint, execution or other process levied or enforced on any of its property or ceases to trade;
      • has a change in its management and/or control; or
      • the equivalent of the above occurs to the Seller in another jurisdiction to which the Seller is subject or the Buyer reasonably anticipates within a time frame it deems reasonable that one of the above set of circumstances is about to occur.
    • The termination of the Contract howsoever arising is without prejudice to the rights, duties and liabilities of either party accrued prior to termination and Condition 12and any other conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
    • All damages, costs, expenses, liabilities and losses incurred by the Buyer or to which the Buyer becomes entitled as a result of any termination of the Contract under Condition 1shall be ascertained by and be a debt immediately due and payable to the Buyer and may be deducted from any payment due from the Buyer (or any Associated Company of the Buyer).
    • Unless the Buyer’s termination notice otherwise provides, upon receipt of such notice, the Seller shall promptly cease any further work (except on any part not terminated by the Buyer) and shall instruct its subcontractors if any, to similarly do so and it shall comply and it shall ensure its subcontractors comply with all reasonable instructions from the Buyer in respect of and in connection with termination
14. INSURANCES
    • The Seller must effect and maintain at its own expense and shall ensure that its subcontractors effect employer’s liability insurance in accordance with statutory requirements and public and product liability insurance with an indemnity minimum equal to the value of the purchase order in respect of any one claim or number of claims arising out of one cause, the total of such claims to be unlimited in any one period of insurance and must also effect and maintain any other insurance as the Buyer may stipulate.
    • All Goods must be insured by the Seller for the full replacement value in the joint names of the parties with a reputable insurer against all risks until such time as the risk in all Goods has passed to the Buyer.
    • The Buyer reserves the right to ask for evidence of such policies should it so require, and if the Seller does not produce such policies the Buyer may effect such insurances itself and the Seller will indemnify the Buyer in respect of the costs and expenses of so doing.
15. GENERAL
    • Each right or remedy of the Buyer under the Contract is without prejudice to any other right or remedy (whether express or implied) of the Buyer under this or any other Contract.
    • No failure or delay by the Buyer to exercise any right, power or remedy will operate as a waiver of it, nor will any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
    • The Buyer may assign, delegate, licence, hold on trust or subcontract all or any part of its rights or obligations under the Contract.
    • The Contract is personal to the Seller who may not assign, delegate, licence, hold on trust or subcontract all or any of its rights or obligations under the Contract without the Buyer’s prior written consent. Any such consent given by the Buyer shall not relieve the Seller from any obligation or liability under the Contract.
    • This Contract will be governed by UAE law. The UAE courts will have exclusive jurisdiction to settle any disputes which may arise out of or in connection with the Contract and the parties agree to submit to that jurisdiction provided always that this shall be without prejudice to the right of either party to make proceedings to enforce any judgement, order or award in any jurisdiction.
    • Any notice in connection with the Contract will be in writing addressed to the other party at its registered office, or principal place of business or last known address and will be delivered by hand or post. The notice will be deemed to have been duly served if delivered by hand, on the day of service, or if by prepaid, first class post or special delivery post, 48 hours after being posted.
    • The Seller shall be responsible for fully co-ordinating and integrating the Goods with any work or facility to which they are to be connected or in connection with which they are to operate.
    • This amount/price is exclusive of all taxes, VAT and other applicable government levies