Terms and Conditions for Supply of Goods, Services and Works
(Applicable to all Suppliers, Sub-Contractors & Service Providers)
The following terms shall have the meanings defined below:
1. Owner (Company) shall mean all Companies belonging to Al Fara’a Group and its affiliates, legal successors in title and permitted assigns for which all the Goods, Services and other items provided by Seller and its Sub-Seller under Purchase Order.
2. PO shall mean Purchase Order and amendments thereof and the specifications and other documents/papers referred to therein.
3. Notification of Award is the Date defined in the Purchase Order as the posting date and is the date on which this Purchase Order between Owner and Seller is in effect.
4. Validity is the time frame up to which the PO remain Valid. Upon the expiry of this term the PO shall become void & the Owner shall not be responsible for any delivery made by the seller
5. Goods and services shall mean all items or services to be provided under Purchase Order.
6. Seller shall mean the person, firm or company with whom Owner has placed Purchase Order. It shall also encompass such terms as Vendor, Seller, Manufacturer, Bidder, service provider and Subcontractor (including but not limited for Labor, Equipment’s etc.) as used in documents referenced herein or attached hereto.
7. Sub-Seller shall mean any person, firm or company other than Owner, supplying Goods in connection with Purchase Order to Seller.
8. Sub-Order shall mean an order placed by Seller on the Sub- Seller.
9. Site shall mean the location at which the work is ongoing or where the goods or service are to be delivered and includes any land designated by the Owner as being within the Site.
10. End User shall mean the actual user of material at the site.
GENERAL TERMS AND CONDITIONS FOR THE AGREEMENT: These General Terms and Conditions are part and parcel of the Purchase Order or any part thereof and the Seller hereby agrees to supply the Goods upon the said instructions, terms and conditions which shall override and exclude any other conditions proposed by Seller so far as they may have been expressly accepted as variations by Owner and included in Purchase Order.
1. UNDER TAKING OF PERFORMANCE: The Seller by way of his submission of quotation to the Company, hereby undertake that it has all the knowledge, skills and resources, and is competent to undertake such award of work and it has all the legal conformance and permits for doing such works and has clearly understood the scope of work including but not limited to the Safe Design, Drawing, Specification, Sample, Method Statement, Safe Construction Methodology and the Acceptance Criteria for Handing over and is capable of executing such work timely and safely in conformance to the Purchase Order.
2. ACCEPTANCE: The order shall be binding upon the seller when received. If within 24 hours from the award of work, no written contest is made by the seller, the PO shall be considered deemed accepted. The company reserves the right to revoke, amend and cancel the Purchase order any time until prior to delivery with no liabilities.
3. QUALITY: Goods /Services supplied against the Purchase order must, in all respect, conform to the specifications given out in this order and approved samples’ specifications. Goods supplied not conforming to specifications/ standards / approved samples, will be rejected. Rejected goods should immediately be removed from the place of business of the company. So long as rejected goods lie at company’s premises for any reason, they shall be entirely at seller’s risk and responsibility. In case rejected goods are dispatched by the company these will be returned at seller’s expense.
a. Domestic: The Seller is under obligation to provide all necessary documents viz. Invoice, C.O.A (Certificate of Analysis), Material Test Report, Warrantee Certificate, Guarantee Certificate, Material Safety Data sheet, Packing List, All Manuals i.e. Operating Manuals, Commissioning Manuals and Maintenance Manuals.
b. Imports : Exporter is under obligation to provide following documents in triplicate:
1. Invoice 2. Bill of Lading 3. Packing List 4. C.O.O. (Certificate of Origin) 5. C.O.A. 6. Insurance Certificate 7. Main Manual 8. List of important spares 9. Repair and maintenance Manual as per the nature of the goods.
5. QUANTITY: Where the nature of material ordered is such that certain normal excess/ shortage is likely to occur, excess/short supply will be acceptable up to maximum extent of 10 % of the ordered quantity. Supply in excess of the permissible limit shall not be accepted and it shall be returned at the seller’s cost and risk unless prior permission in writing is obtained by seller from the company. In case of short supplies are accepted by the Seller, unless otherwise agreed separately, the payment shall be made only for the received Quantity.
6. WEIGHT: Unless otherwise stipulated, weight recorded at company’s designated place of Business shall be deemed as final.
7. TIME OF DELIVERY: Goods / Service against the order must be delivered at company’s designated place of business by the date stipulated in PO OR as communicated by the end user, as the case may be. In case the time is communicated by end user then the deliveries must be done within 24 hours from the time of receiving the instructions. Time is the essence of this Purchase Order and if deliveries are not made at the time agreed upon, Company reserves the right to cancel the order wholly or in part, without any reference being made to you. Any consequential losses or price differential being paid by company for arranging the goods / services from open market shall be debited to sellers account.
8. SUSPENSION: Deliveries against the order shall be liable for suspension or cancellation at the request of company and at the cost of seller in the event of strikes, accidents, act of God or any other disabling circumstances beyond control of the company.
9. PACKING & Risk: Seller shall ensure suitable, secure and trans-worthy packing of all goods supplied against the order to protect against any damage, wastage, deterioration and contamination. Packing list must accompany each consignment. The goods shall be at the Supplier's entire risk until delivery to company has occurred and has been acknowledged by company.
10. JURISDICTION: Any dispute arising out of this contract shall lie within the jurisdiction of the courts of KSA. The KSA Laws shall govern the contract in all respects. The place of settlement will be the sole discretion of Owner.
11. RISK & Title: The risk and title of Goods or Service or Works shall pass on from the seller to the company only upon goods being compliant to the complete specification and are timely delivered at the designated place of business as specified in the order and has been duly singed and stamped for “material received in good condition” by the company’s authorized person. In case of the Contract work / Service, the job is fully compliant to specification and passes the acceptance criteria and the Company provides Final Handover Certificate in writing.
12. SUB-CONTRACT MATERIAL / SUPPLY AND APPLY JOBS:
Unless otherwise exceptionally agreed in writing, the seller undertakes and shall ensure all the resources required for carrying out the awarded Contact scope or supplies or Goods as mentioned in PO complying with the specification and to the satisfaction of the company as mentioned hereunder shall be fully included in the scope of suppliers.
1) Raw Materials: All the Raw Material used by the seller shall be compliant to the specification including but not limited to the approved make, brand and country of origin and it shall be subject to the companies’ written approval. All the cost incurred for procurement of Raw Material including its transportation, delivery, Taxes, Storage, wastages and Insurance up to the time of Handover shall be included in seller’s scope.
2) Manpower: All the Manpower including all; professionals, supervision team and the workers required for Safe Designing, planning, supervision, construction, fabrication, commissioning, Quality Control, Safety, Testing and complete Handover in executing the contract scope shall be included in the seller’s scope. All the Manpower to be utilized for the contract shall be in the suppliers sponsorship and competent and carries all the legal certifications / License as prescribed by the company, Client and Local Authority from the accredited agency including third party certifications. The Cost of entire Manpower and their associated cost including but not limited to their Salaries, transportations, gratuity, accommodations, utilities, work environment facilities, Uniforms, Food, Safety PPE & gadgets and Comprehensive medical and workmen Insurance etc. shall be fully borne and provided by the Seller.
3) Equipment’s: All the Equipment’s and Tools including Plant & Machineries and Fleet required for delivery, loading and unloading, lifting, commissioning, calibrating and testing the entire contract scope shall be fully borne and provided by the seller this shall include but not limited to Cost of Equipment, its cost of Idling, Manpower, Mobilization, Demobilization, Fuel / Energy, Maintenance, Registrations, Comprehensive Insurance and valid third party certification.
4) GENERAL OBLIGATIONS
Standard of Works
(a) The Seller shall install, test and commission the Works properly and in accordance with the Agreement, including:
(I) The Company Management's Requirements;
(ii) All Approvals;
(iii) Health and safety standards; and
(b) The Works shall be carried out in accordance with the highest standards of workmanship and shall be free from faults and defects.
(c) Any design that the Seller is required to perform shall be:
(I) Prepared by qualified, licensed and competent designers; and
(ii) When completed, fit for its intended purpose and approved by the relevant Authority.
(d) The Works shall include all works and services which, although not expressly mentioned in the Agreement, are necessary for the completion of the Works in accordance with the Agreement.
(e) If, at any time and without prejudice to any other entitlement, the Seller fails to comply any obligation under the Agreement, notwithstanding Company Management issuing a notice to the Seller instructing it to do so, Company Management may perform the outstanding obligation itself (or engage a third party to do so) and the Seller shall not prevent in any manner the Company Management's or any third party's performance and shall fully cooperate and support as needed. In addition, the Contractor has the right to recover or deduct the cost of doing so directly from Contract Price without the need for further action or notice.
(f) Company Management shall have no responsibility or liability whatsoever for the accuracy, Quality, sufficiency or completeness of the Site Condition Data.
(g) The Seller accepts liability for all risks arising out of and in connection with the Site Conditions and the Contract Price shall not be increased and the Ready for Acceptance Date shall not be extended on account of any Site Conditions.
Safety and Emergencies
The Seller shall ensure that all Works performed and Seller's Equipment operated on Site is performed and operated (as relevant) in accordance with all Laws and in a manner that is safe to workers, occupiers and the general public and within the design limits of the Site and the environment.
(h) The Seller shall immediately report to the Contractor any incident at the Site which involves an injury, damage or any near miss.
(i) The Seller shall be liable for, and shall indemnify Company Management against any expense, liability loss, claim or proceedings whatsoever in respect of personal injury to or death of any person arising out of or caused by the carrying out of the Works.
The Supplier guarantees to COMPANY that:
All goods supplied under the Purchase Order are free from defects in material, workmanship and design, suitable for the purposes intended implied, in compliance with all applicable specifications and free from liens or encumbrance on title. All services are performed in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields and conform strictly to the Safety standard and quality standards as provided by the company or mandatory as per KSA LAW and shall remain fit for the purpose of its use in the work environment.
14. GENERAL LIABILITY:
a) Seller’s liability for actual damage for any cause whatsoever shall not be limited to the refund of any amount paid towards advance in case of non-delivery or supply of the total costs of the goods supplied by seller in case of defective goods having been supplied not meeting the required specifications. In addition, supplier shall be liable to pay interest @ 10 % per annum on the amount paid to the seller by the company till 100% advance is paid back along with the penalty for non-supply or delayed supply calculable @ 20 % of the total purchase order price.
b) However, instead of seeking recourse available above, in case company so elects, it may require specific performance of the contract against Seller for supply of goods.
c) The owner may at any point of time terminate the PO or any part thereof due to noncompliance of any of the terms and conditions of the PO / Contract or due to any other reason.
d) The Owner’s sole liability upon such termination shall be payment to the seller for any goods delivered by the Seller prior to the notice of such termination for which payment has not been made. Seller shall not be entitled to any damages including consequential damages or lost profits as a result of any such termination.
e) COMPANY shall have the right to terminate the Purchase Order if the Supplier becomes insolvent, bankrupt, or enters into liquidation or gives COMPANY reasonable evidence of his inability to deliver the goods and/or service as specified, or fails to correct and nonconformity in the goods or non-performance of the services. In the event of such termination, COMPANY shall thereafter be entitled to obtain the goods and/or service related to the portion of the Purchase Order from any source to meet COMPANY's requirements, and to charge the Supplier all extra costs incurred in doing so.
17. PRICES: The prices of the Goods, Services and Works as specified in the PO shall be Fixed and not subject to any escalation unless otherwise permitted in the contract / PO. Where the order is placed as Free Delivery at works basis, both freight and insurance charges shall be presumed to have been included in such price and the loss, breakage or any damage during transit due to any cause whatsoever shall be borne by the seller. Prices, given in the order, are firm and final without recourse to escalation.
18. Diesel: There will not be any change in prices of goods if the fluctuation in the prices of diesel is less than 25%. For any increase or decrease in price of diesel by 25% the prices of goods will increase or decrease @ 1.50%. For any variation beyond 25% the prices will change proportionately.
19. PAYMENT: Unless otherwise stipulated, payment shall be made within 120 days from the receipt of goods as per normal accepted business practice and bill in duplicate complete in all respects, bearing the reference to the order, GRN / Delivery Note reference and accompanied by documents called for. However, no interest will be payable by the company on overdue accounts. Dispatch documents must reach the company in time to take delivery of the goods free of demurrage/carriage and any such charges, if incurred, shall be to Seller’s account. COMPANY shall pay to the Supplier, for the goods and services delivered, the invoiced amounts properly due within the agreed payment terms following receipt of the original invoice with supporting documents (i.e. signed delivery note, work order and copy of the Purchase Order), accepted and approved by COMPANY. If COMPANY questions only a portion of an invoice or its supporting documentation and there is no dispute as to the other portion of the invoice and documentation, then COMPANY at its discretion may consider payment for the undisputed portion. Except in special cases, all payments shall be made only by Cheques.
20. All payments for the work executed or goods, materials, plant or services supplied by any Client Nominated Subcontractor / Seller shall be made 14 days after receiving of the relevant payment from the Employer / client to the Main Contractor and in the event of the failure of the Employer / client to make payment within the times stated in the Main Contract Agreement, the Client Nominated subcontractor / Seller shall indemnify the Main Contractor from raising any claim, dispute and / or legal proceeding against the Main Contractor by the Client Nominated Subcontractor / Seller. The Provision of this condition shall be without prejudice to both parties entitlement for compensation under the Main Contract Conditions.
21. DEFERRED PAYMENT SCHEME: During the execution of the Purchase Order, the Owner may request the Seller to organize the payments under valid deferred Payment Scheme. In such cases Seller shall be obliged to co-operate in meeting the requirements of the Financial Institution(s)/ Owner. Owner shall ensure that all technical and commercial conditions of the original Purchase Order are maintained.
22. Liability and insurance:
a) Unless otherwise stipulated, goods, service and works supplied against the order are comprehensively insured by Seller.
b) The Supplier shall defend and hold COMPANY. harmless from all claims against injuries to, and/or death of, any and all persons, and for loss of and/or damage to property, arising under or by reason of the installation, erection, repair, rectification, adjustment, provision or operation of the goods and services covered by the Purchase Order, except claims resulting from the sole negligence of COMPANY.
c) In any case where it is necessary for employees, subcontractors, agents or representatives of the Supplier to go to the premises of COMPANY., the Supplier agrees to assume full responsibility for the proper conduct of such employees, subcontractors, agents and representatives while on said premises and also to comply with all applicable workmen's compensation laws, with all relevant requirements of any statute, statutory rule or order, or other instrument having the force of law and with all site rules and regulations, particularly in regard to safety precautions and fire hazard. If the Purchase Order requires the Supplier to furnish labor in connection with the erection or installation of the goods at the site, the Supplier shall furnish COMPANY with a certificate or other evidence satisfactory to company Indicating that such labor is adequately covered by workmen's compensation, insurance or employer's liability insurance with limits acceptable to the purchaser. Supplier shall obtain/ arrange both Workmen's Compensation and Employer's Liability Insurance together with Insurer's waiver of subrogation rights against COMPANY.
d) Third Party liability insurance – The Supplier shall be responsible for ensuring that it has in place appropriate third party liability insurance (as required by COMPANY.) for loss or damage to third party and shall provide to COMPANY on demand that such adequate cover is in place and maintained. Evidence of insurance for loss and damage to the Third Party Liability cover is a condition precedent to any payment due under the Purchase Order.
23. INSPECTION: The Company shall accept the goods after making inspection with regard to the quality, specifications and descriptions. All goods supplied against the order shall be subjected to rejection due to variations in quality, quantity, specification, performance criteria and any other reason. Goods are liable to be rejected if damaged or broken. In case 100% checking is not possible, as and when the defect is observed by end user, the goods will be subjected to rejection immediately. In the event of rejection or replacement, the inward/outward freight and other incidental charges shall also be borne by seller.
24. Conflict of Interest
Each party shall exercise reasonable care and diligence to prevent any actions or conditions which could result in a conflict with the best interests of the other party. This obligation shall apply to the activities of employees, agents, or representatives of each party in their relations with the employees, and their families of the other party and of third parties arising from the Purchase Order and the delivery of goods and performance of services there under. Each party's efforts shall include, but not be limited to, establishing precautions to prevent its employees, agents, or representatives from making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations for the purpose of influencing individuals to act contrary to the best interests of the other party. The Supplier shall promptly notify Company of the identity of any employee, agent or representative of purchaser who has at any time during performance of work under the Purchase Order any financial interest in the Supplier's business.
25. QUALITY, SAFETY, HEALTH & ENVIRONMENT (QSHE) :
Seller shall ensure that all goods and services provided by him strictly meet the QSHE requirements of KSA Laws, Main Contractor / Client and necessary certification related to Equipments, men and material shall be provided as part of the comprehensive deal. Any penalty / fine or loss for noncompliance paid by the owner shall be recoverable form the seller.
26. Claims and Liens
COMPANY shall have a first and paramount lien on the goods and all materials and equipment forming a part thereof. The Supplier undertakes not to create or do any act, deed or thing which would result in the creation of any lien or charge on the goods or on any materials or equipment forming or intended to form part of the goods. The Supplier shall protect, indemnify and hold purchaser harmless from and against any and all liabilities for the payment of the amount of any lien claimed against the property of COMPANY and/or the goods/services or by any subcontractors, or for any material, labor or services in connection with the work for the payment of which the Supplier is responsible under the Purchase Order.
27. Consequential loss
COMPANY shall not be liable for any loss of profit or consequential loss whatsoever caused or occasioned to the Supplier during the performance of the Purchase Order.
None of the terms, provisions or conditions of the Agreement shall be considered waived by Company Management unless a waiver is given in writing. (b) Any waiver of Company Management's rights, powers or remedies under the Agreement shall be dated and signed by an authorized representative of the Company Management granting such waiver, and shall specify the right and the extent to which it is being waived.
29. HAZARDOUS CHEMICALS: Seller shall provide MSDS for the hazardous products and will also give the Transport Emergency Card TREM card to the transporter.
30. LABOR LAWS:
It is the sole responsibility of the seller to abide by all the rules and regulations of Government of KSA while providing the contract goods / service / works. The seller also undertakes to abide by all the Policy and Guidelines instructed by the Companies Engineer, Clients and Consultant. Any penalty / fine or loss for noncompliance paid by the owner shall be recoverable form the seller. The Supplier shall indemnify Company against all penalties which may be assessed because of the Supplier's infraction of any such laws, rules and regulations.
31. INTELLECTUAL PROPERTY: Seller shall warrant that goods supplied against order do not & shall not infringe any Design, Patent or Trade Mark of any 3rd party & in event of any claim, loss /damage subjected to the company or any infringement action being taken against the company by third party, the same shall be defended at seller’s cost & seller undertakes to indemnify the company for any such loss or damage including its attorney fees. In case such goods or services or any part thereof, or the intended use of the goods or services is in such suit, held to constitute infringement, and the use of such goods or services or part is enjoined, the Supplier shall, at his own expense, and at his option, either procure for COMPANY, the right to continue using such goods or services or part thereof or replace and reinstall them with substantially equal but non-infringing goods or services, or modify them so that they become non-infringing, or remove them and refund to COMPANY The purchase price and the transportation and installation costs thereof.
32. Indemnity: The Seller shall indemnify, defend and hold the Company, and its officers, employees and agents of each of them harmless from and against all claims, causes of action, losses, expenses, liability or damages (including reasonable attorneys’ fees and costs), and including without limitation for causes of action of any nature whatsoever directly / indirectly arising from the breach of this agreement.
33. NON –ASSIGNMENT: Seller without prior written consent of the company cannot assign any part or whole of this contract.
34. MODIFICATIONS: Any modification to this contract shall be binding on the parties when made in writing to the other and signed off by both the parties.
35. ENTRY / Limitation: This contract constitutes the entire Agreement between the parties with respect to subject matter and supersedes any previous understanding, writings and communications. This contract is integral part of PO and limited to its validity period as mentioned in the PO. Any claim, what so ever it may be, will not be entertained after the said validity period.
36. Language: All documents pertaining to the Purchase Order including correspondence, operating and maintenance manuals/instructions, schedules, reports and other Submittals by either party to the other shall be in the English language only.
37. The headings set forth herein are for the sake of convenience only shall not effect this Terms and condition or its interpretation;
38. Each provision, section and paragraph of this Terms & Condition is intended to be severable. If any provision, section or paragraph is illegal or otherwise invalid such illegality or invalidity shall not affect the legality or the validity of the remainder of Terms & Condition;
Anything not covered above and instrumental to the execution of this agreement / order shall be considered to be an integral part of this agreement at the discretion of the company to decide and implement.
Unibeton Ready Mix
“This is computer generated document and does not require manual signature”