Purchase order conditions

A. General:

1. Any terms and conditions stated by supplier and deviating from or supplementary to these terms and condition of purchase will not be binding on the purchase order. Even if not expressly objected to or in case where supplier stated his terms and conditions as the exclusive basis of delivery.
2. Orders and their acceptance, as well as any additions or amendments thereto requires to be made in writing. Verbal subsidiary agreements or subsequent contract amendments will not be bindings unless confirmed in writing by purchaser.
3. Supplier’s failure to accept the order within 14 days will entitle purchase to cancellation.
4. Without first obtaining purchaser’s written approval, supplier may not fully delegate or subcontract to a third party any of the goods or services ordered hereunder.

B. Delivery Date and Place of Performance:

1. Time will be of essence in any issued Purchase Order by purchaser. Delivery must be effected within the time stated on the Purchase Order, otherwise, Purchaser;
a. May extend the time for delivery.
b. May cancel the PO and purchaser shall not be liable to supplier for any cost expense or loss whatsoever occasioned by such cancellation. No charge will be allowed for cartage, boxing, crating or other packing unless agreed to specifically in writing by purchaser, while those requiring installation or erection, as well as services purchased, will be deemed made or rendered timely when provided ready for acceptance.
2. In the event of delay, purchaser may without limiting any other rights it may have hereunder, and either at law or in equity, required expedited shipment of the items and hold supplier’s liable for any excess cost incurred as a result thereof. Upon supplier’s default, purchaser is entitled to claim a contractual penalty of 1% of 1/10 of the order value for each day of delay or fraction thereof, up to an aggregate maximum of 5% of the order value.
3. All goods delivered & services performed under this terms and conditions shall be free of all insurance interest made by supplier before the delivery.
4. Place of performance with respect to goods or services provided by supplier shall be the delivery address specified in the Purchase Order.

C. Shipment and Pricing:

1. Goods be delivered hereunder shall be duly and properly packed and shipped. Packaging and shipping specification shall be adhered to. Each consignment shall be accompanied by delivery slips or packing notes. All pertinent documents shall indicate the purchase order numbers and other purchasing data specified in the order on or before dispatch, purchaser shall be provided with shipping details. Any additional charges attributable to noncompliance with said instructions and specifications shall be borne by the supplier.

D. Invoicing, Payment, No assignment:

1. Invoices shall reflect the purchase order number and other identification data specified.
2. Payment will be made on the terms and conditions set forth in the order. Cash discount may be deducted even where purchaser offsets or withholds certain sums due faults or defects.
3. Supplier shall not be entitled without first obtaining purchaser’s written approval to assign or collect through a third party any account receivable from purchaser.

E. Warranty:

1. Supplier presents and warrants that the goods and services delivered hereunder must be remain free from faults and defects for a period of twelve months from the date of acceptance of material/services. Unless law or contract provide for a longer period.
2. All goods will be subject for inspections and approval by the purchaser. If rejected, they will be held for disposition at supplier’s risk and expense. Any payment on account thereof shall be refunded by supplier to purchaser’s accounts without delay.
3. Any faults or defects shall promptly be communicated to supplier in writing as and when detected or identified in the course of ordinary daily business.
4. Without prejudice to any warranty claims under law, the purchaser has the right to have faults or defects remedied or corrected, or not to demand replacement. All and any expenses incurred (whether by purchaser or otherwise) in connection with the detection, identification, remedy and correction of such faults/defects shall be for supplier’s account. The same provision shall apply to the extent that expenses are increased by the fact that the goods to be delivered are transported to any place other than that of performance and supplier has known such fact when signing the contract.
5. When a faulty delivery, failure or denial to eliminate or correct, faults or defects, the purchaser shall have the right to proceed thereto to correct on supplier’s behalf. Any cost spent on this will be charge to supplier’s account.

F. Duty, Instruction, Information and Care:

1. Provided that purchaser has informed supplier about the intended use of the goods or services or that such use is apparent to supplier even without any express intention, supplier is obligated forthwith to inform
purchaser if supplier’s goods or services are not suitable for such intended use.
2. Any circumstances jeopardizing compliance with agree delivery dates shall promptly be communicated to Purchaser in writing to agree on further action.
3. Supplier shall duly notify Purchaser in writing of any changes or modifications with respect to the composition of materials used or the underlying engineering design if different from similar or comparable goods or services previously provided by supplier for Purchaser. Any such changes or modifications shall require Purchaser’s written consent.
4. Supplier shall ensure that the goods and services will conform with all applicable environmental protections, accident prevention and other industrial safety regulation as well as with generally accepted safety and occupational health provisions. For each shipment, supplier shall advise purchaser of any specific treatment and waste disposal requirements unless generally known.

G. Provision of Materials or Products:

1. Materials or products of any kind whatsoever provided by purchaser to supplier shall remain purchaser’s property and be exclusively used in or for the performance of the goods or services ordered hereunder.
2. Supplier is obligated, at his own cost and expense ensure the items provided by, and to substantiate this on request to purchaser.

H. Confidentiality and Secrecy:

1. Supplier undertakes and agrees to keep secret and confidential, as well as to exclusively use for the goods or services ordered, any such commercial or technical information and documents as are not known to the general public and which have been disclosed under the business relationship. Subcontractor or other vendors shall be committed hereto analogously.
2. Any mention by supplier of purchaser’s firm, corporate name or trademarks in reference, credentials or publication shall require purchaser’s prior written consent.

I. Parts and Their Availability:

1. Supplier is obligated to supply and deliver, on reasonable condition, the parts required for a period equivalent to the anticipated technical service life or to 10 years after the last delivery whichever is longer.
2. In the event that supplier discontinues, after expiration on the period mentioned in clause 1 hereof, the delivery of the parts, or, during said period, the manufacture of any goods ordered, purchaser shall be offered the opportunity to place a final order.

J. Place of Jurisdiction, Applicable Law & Disputes:

1. To all agreement to which these terms apply, the law of Kingdom of Saudi Arabia will apply. Purchaser has also the right to bring an action before any court of law of competent jurisdiction.