Purchase Order Terms & Conditions

Purchase Order Terms & Conditions

1. Definitions: In the Purchase Order and these Conditions, the following capitalized words shall have the following meanings:

1. a) “Employer” means the person / firm named as such in the Purchase Order.
2. b) “Conditions” means these terms and conditions.
3. c) “Purchase Order” means the purchase order issued by the Employer; these Conditions and such further documents as may be expressly described and incorporated herein.
4. d) “Supplier” means the person or firm named as such in the Purchase Order.
5. e) “Site” means the location upon which the goods are to be delivered to and/or the services performed for.
6. f) “U.A.E.” means the United Arab Emirates.
7. g) “Works” means the works and/or services which the Supplier has agreed to perform in accordance with the Purchase Order.

2. The Supplier shall ensure that the performance of the Works comply with the specifications and requirements set out in the Purchase Order.

3. The Supplier shall complete the Works within the time for completion prescribed in the Purchase Order. In the event of any delay to the Works for which the Supplier is not responsible for (whether directly or indirectly), the Employer may determine and grant the Supplier an extension of the time for completion of the Works. If the Supplier fails to complete the Works within the time for completion or any extended time as may be granted by the Employer, the Supplier shall pay to the Employer the sum calculated at the Rate per day

(Note: Rate = 10% of the Purchase Order price ÷ 10% of total duration of the Works)

for such default as liquidated damages/penalty for every day or part of a day of delay in the completion of the Works.

4. Performance and/or Advance Payment Securities:

1. 4.1 If stated in the Purchase Order, the Supplier shall within seven (7) calendar days from the date of the Purchase Order submit a performance security for its performance of the Purchase Order and/or advance payment security in the form and for the amount prescribed in the Purchase Order.
2. 4.2 If any advance payment which has paid to the Supplier has not been repaid to the Employer prior to termination of the Purchase Order pursuant to clause 7, the whole of the balance of the advance payment shall immediately become due and payable by the Supplier to the Employer within seven (7) calendar days of receipt of the termination notice. Without prejudice to any other methods of recovery, the Employer shall be entitled to cash the advance payment security to recover the advance payment which the Supplier fails to repay the Employer.

5. Payment Terms:

1. 5.1 Time for submission of invoice: As stated in the Purchase Order, for the Works or part thereof which have been properly performed by the Supplier in accordance with the requirements of the Purchase Order. Supplier is required to submit the invoice within the first seven (7) calendar days of the following month based on the payment terms. If the supplier fails to submit the invoice within sixty (60) calendar days, the invoices will not be accepted and the amounts will not be payable.
2. 5.2 Time for Payment: Within the time prescribed in the Purchase Order from the date of Employer shall pay the amount of such invoice to the Supplier, subject to the Employer having received from the Supplier the performance security and/or advance payment Order may be made, at the Employer’s sole discretion, by the Employer or by any affiliate company of the Employer and in the latter case payment by an affiliate company of the Employer shall be deemed to be payment by the Employer. The Supplier warrants and undertakes that it shall not make any claim arising from and/or in any way connected with any payment made by an affiliate company of the Employer, including any claim that such affiliate company of the Employer is in any way solely or jointly (with the Employer) liable to the Supplier arising from or related to the Purchase Order.
3. 5.3 The rates and prices set out in the Purchase Order are inclusive of all fees, charges, taxes (including Value Added Tax imposed by the Government of the United Arab Emirates and/or any other countries) and duties levied by all the relevant authorities in the country where the Site is located and any other countries where the goods are manufactured including storage charges, custom clearance, transportation charges, insurance premiums, direct and indirect overheads, overtime, and all other items necessary or incidental to the performance of the Works.
4. 5.4 When submitting an invoice, the Supplier shall ensure that the invoice include the Purchase Order ref. no. and the Supplier’s Tax Registration Number (issued by the U.A.E. Federal Tax Authority) and shall enclose the following documents:

1. a) Copy of the signed Purchase Order;
2. b) Original Delivery Note signed by the Employer’s authorized representative confirming the Works have been delivered/performed satisfactorily in accordance with the requirements of the Purchase Order;
3. c) Warranty / Certificate of origin of the goods (if applicable).

6. No adjustments to the rates and prices set out in the Purchase Order shall be made in respect of rise or fall in the costs of labour and/or plant and/or materials or any other matters affecting the costs of performance of the Purchase Order.

7. Termination of Purchase Order

1. 7.1 The Employer shall have the right, by giving written notice to the Supplier, to terminate all or any part of the Works and/or the Purchase Order at such time or times as the Employer may consider necessary for the following reason:

1. a) to suit the convenience of the Employer,
2. b) in the event of any default on the part of the Supplier, or
3. c) if the Supplier becomes bankrupt or makes a composition or arrangement with its creditors or if a winding-up order of the Supplier is made or (except for the purposes of amalgamation or reconstruction) a resolution for its voluntary winding-up passed or a provisional liquidator, receiver, administrator or manager of its business or undertaking is appointed.
4. 7.2 In the event of termination under this clause, the Supplier shall be entitled to payment only for that portion of the Works satisfactorily completed in accordance with the Purchase Order. Any additional costs incurred by the Employer as a result of the Supplier’s default shall be recoverable from the Supplier.
5. 7.3 In the event of termination of the Works or any part thereof and/or the Purchase Order by the Employer under this clause, the Employer shall not be liable to the Supplier for any loss, damage, cost or expense of any indirect, special or consequential nature howsoever arising including without limitation loss of profit or loss of revenue.
6. 7.4 Further, the Parties agree that any written notice terminating the Supplier’s employment shall be effective without the need for any further notice or, without prejudice to clause 14, any order from a court with competent jurisdiction.

8. The Supplier shall indemnify the Employer against all loss, damage, cost and expense suffered by the Employer due to the negligence on the part of the Supplier or its employees or agents arising from or related to this Purchase Order and/or in the performance of this Purchase Order.

9. The Supplier shall secure and at all times during the term of this Purchase Order maintain the necessary insurances, and as may be required by law, in relation to the execution and completion of the Service(s), which shall include but are not limited to (a) Workers Compensation insurance (b) Public Liability insurance covering property damage and personal injury and/or death, and (c) Professional Indemnity insurance if the Works include design requirements. The value of each insurance shall be sufficient to insure against all the risks in the performance of the Works.

10. Copyright in and all other intellectual property rights arising from or related to any design, drawing and document produced by the Supplier in the performance of the Works shall vest on its/their creation in the Employer.

11. The Supplier shall keep confidential and not disclose to any third party the existence and terms of this Purchase Order and all discussions and correspondence preceding this Purchase Order without the prior written consent of the Employer, which consent may be withheld in its sole and absolute discretion. The Supplier shall not publish any information, drawing or photographs concerning the Works and shall not use it for the purpose of advertising except with the written consent of the Employer and subject to such conditions as it may prescribe. The Supplier shall not use images or details of the Works in any advertisement or marketing of any kind without the prior written approval of the Employer which may be withheld or granted on such terms as the Employer in its sole discretion shall dictate. The obligations of this clause shall survive expiry or termination of this Purchase Order.

12. The governing language of this Purchase Order shall be English language.

13. This Purchase Order shall be governed by and construed in accordance with the laws, regulations and traditional customs prevailing in Dubai and the U.A.E.

14. The Parties agree that any dispute arising out of or in connection with this Purchase Order shall be referred to and finally resolved by arbitration conducted in accordance with the DIFC-LCIA Arbitration Rules 2016. The seat of arbitration and the arbitration hearings shall be in Dubai, U.A.E. The English language shall be used in the arbitration hearings and for all documents referred to and relied upon in the arbitration.

15. The Employer may, at any time suspend the whole or any part of the Works by giving written notice to the Supplier stating the effective date of such suspension without any additional cost to the Employer. The Supplier shall immediately comply with such notice and shall implement all instructions issued under or in relation to such notice and shall implement all reasonable measures to safeguard the Works and to minimize cost to the Employer. During the suspension period, the Supplier shall be responsible for safeguarding and protecting the Works. The Supplier shall immediately resume the Works suspended after receiving a written notice of resumption of the Works from the Employer.

16. This Purchase Order embodies the entire agreement between the Employer and the Supplier and supersedes and replaces any and all oral and written communications (including the offer) between the parties in relation to the subject matter hereof.

17. No changes, amendments or modifications of the terms and conditions of this Purchase Order shall be valid unless it is made in writing and signed by the Employer and the Supplier.