Terms and Conditions for Supply of Goods, Services and Works
The following terms shall have the meanings defined below:
1. Owner (Company) shall mean Unibeton Ready Mix and its affiliates, legal successors in title and permitted assigns for which all the Goods 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 Labour, 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 of Purchase 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 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 specification 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.
4.1. 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 covering for; Operating, Commissioning and Maintenance.
4.2. Imports : Exporter is under obligation to provide following documents in triplicate including the documentation required for Domestic:
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 maybe. 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 us 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: Seller shall ensure suitable, secure and trans-worthy packing of all goods supplied against the order; packing list must accompany each consignment.
10. JURISDICTION: Any dispute arising out of this contract shall lie within the jurisdiction of the courts of Kingdom of Saudi Arabia. The Kingdom of Saudi Arabia 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;
a. Goods in compliant to the complete specification 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 seller.
b. The Contract work / Service 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 to the specification and to the satisfaction of the company as mentioned hereunder shall be fully included in the scope of suppliers supplies;
12.1. 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 upto the time of Handover shall be included in seller’s scope.
12.2. Manpower: All the Manpower including all; professionals, supervision team and the workers required for 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.
12.3. 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. .
13. WARRANTY: Seller shall warrant all goods delivered hereunder to be free from all defects in material or workmanship and to conform strictly to the specifications, Safety standard and quality standards as provided by the company and shall remain fit for the purpose of its use in the work environment.
14. GENERAL LIABILITY:
14.1. 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.
14.2. However, instead of seeking recourse available in (14.1) above in case company so elects, it may require specific performance of the contract against Seller for supply of goods.
14.3. The owner may at any point of time terminate the LPO or any part thereof due to noncompliance of any of the terms and conditions of the contract or due to any other reason .The Owner’s sole liability upon such termination shall be payment to the seller for any goods delivered by the Seller, as per clause 10, 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.
15. 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.
16. 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.
17. PAYMENT: Unless otherwise stipulated, payment shall be made within 120 days from the receipt of goods 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 us in time to take delivery of the goods free of demurrage/carriage and any such charges, if incurred, shall be to your account.
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.
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.
18. INSURANCE: Unless otherwise stipulated, goods, service and works supplied against the order are comprehensively insured by Seller.
19. 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.
20. QUALITY, SAFETY, HEALTH & ENVIRONMENT (QSHE) :
Seller shall ensure that all goods and services provided by him strictly meet the QSHE requirements of KINGDOM OF SAUDI ARABIA 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.
21. HAZARDOUS CHEMICALS: Seller shall provide MSDS for the hazardous products and will also give the Transport Emergency Card TREM card to the transporter.
22. LABOR LAWS:
It is the sole responsibility of the seller to abide by all the rules and regulations of Government of Kingdom of Saudi Arabia 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.
23. 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.
24. 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.
25. NON –ASSIGNMENT: Seller without prior written consent of the company cannot assign any part or whole of this contract.
26. 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.
27. 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 period 12 months.
28. 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.
29. The headings set forth herein are for the sake of convenience only shall not effect this Terms and condition or its interpretation;
30. 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.
General Manager, Purchase
“This is computer generated document and does not require manual signature”