CONDITIONS OF PURCHASE
|In these conditions:-|
|“The Buyer”||means Gulf Contracting Co. W.L.L|
|“Conditions”||means the standard terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions agreed in writing between The Buyer and The Seller.|
|“Contract”||means the contract for the sale and purchase of Goods and the supply and acquisition of Services.|
|“Delivery Address”||means the delivery address stated in the order.|
|“Goods”||means the Goods (including any installment of the Goods or any part of them) described in the order.|
|“Order”||means The Buyer’s purchase order to which these conditions are annexed.|
|“Price”||means the price as stated in the order of the Goods and/or the charge for the Services.|
|“The Seller”||means the person to whom the order is addressed.|
|“Services”||means the Services (if any) described in the order.|
|“Specification”||includes any plans, drawings, material identification, data or other information relating to the Goods or Services.|
These conditions shall apply to the exclusion of any other terms and conditions on which any quotation has been given to the Buyer or subject to which the Order is accepted or purported to be accepted by The Seller.
No variation to the Contract shall be binding unless agreed to in writing by an authorized representative of The Buyer and of The Seller.
The Price, unless otherwise stated, shall be:-
Inclusive of all costs and charges relating to carriage, delivery of the Goods to, and off-loading at the delivery address, packaging, insurance and any duties or levies other than import duties where applicable or specified.
Packing cases and containers are non-chargeable and non-returnable unless the contrary is stated in the Order in which case they can be collected by The Seller at The Seller’s expense.
TERMS OF PAYMENT
The Seller shall invoice the Buyer on or at any time after delivery of Goods or performance of the Services (as the case may be) and each invoice shall quote the number of the Order.
The Buyer shall be entitled to set off against the price any monies owed to the Buyer by the Seller.
The Buyer shall pay the invoice 60 days from end of month following invoice unless otherwise stated or agreed by the Buyer in writing.
QUALITY AND SPECIFICATION
Goods supplied and Services performed must be in accordance with the Contract.
Inspection and testing by the Buyer as is referred to in the clause hereunder shall not release the Seller from any of its obligations under the Contract.
Any specification, patterns, jigs, tools, models or any free issue materials supplied by the Buyer to the Seller or specifically produced or made by the Seller for the Buyer in connection with the Contract, together with any copyright, design rights or any other intellectual property rights in the specification, shall be the exclusive property of the Buyer. The Seller shall not disclose to any third party or use any specification except to the extent that it is or becomes public knowledge through no fault of the Seller, or as required for the purpose of the Contract.
None of the terms referred to in the above clause shall be used for, or by, the Seller for its own use or by any third party without the Buyer’s prior written consent. All such items (where appropriate) must be maintained in good working order (subject to fair wear and tear), the cost of this maintenance, including all materials, parts and replacements is deemed to be included in the price, unless otherwise agreed in writing by The Buyer.
The Seller shall forthwith upon request at any time by the Buyer and without charge deliver to the Buyer all specifications (and copies thereof) patterns, jigs, tools, models or any free issue materials in the possession or control of The Seller or persons to whom The Seller has made the same available.
The Seller shall not unreasonably refuse any request by The Buyer to inspect and test Goods during manufacture, processing or storage at the premises of The Seller or any third party prior to dispatch to the Buyer and the Seller shall provide the Buyer with all facilities reasonably required for inspection and testing. The Seller shall at the request of the Buyer provide full and up to date information relating to the progress in providing the Goods and/or service.
DELIVERY AND PERFORMANCE
The Seller is responsible for ensuring that all goods are properly packaged to protect the goods. The Seller is responsible for all charges including collection and delivery dues levied on such goods until safely delivered in accordance with the Buyer’s delivery instructions and any applicable regulations or requirements of the carrier.
The date for delivery shall be specified in the Order and must be strictly adhered. Deliveries to be made during normal working hours. The Buyer reserves the right to unilaterally delay delivery up to 28 days without penalty or incurring additional costs.
If the goods are to be delivered, or the Services are to be performed, by instalments, the Contract will be treated as a single Contract and not severable. “Nevertheless failure by The Seller to deliver any one instalment shall entitle The Buyer at its option to treat the whole Order as repudiated by the Seller.
The Buyer shall be entitled to reject any Goods delivered which are not in accordance with the Contract and shall not be deemed to have accepted any Goods until the Buyer has had reasonable time to inspect the Goods following delivery or, if later, to reject such the Goods within a reasonable time after any latent defect in the Goods has become apparent. Any Goods or Services rejected lie at the Seller’s risk and expense and may be returned to the Seller at the Seller’s cost.
In respect of any delay in delivery and/or the cancellation of the Order or part of it in accordance with this clause 6 the Seller shall indemnify the Buyer in respect of any loss, cost, expense, claim or loss of profit which the Buyer may suffer or incur as a result of the Sellers’ failure to deliver all or part of the Goods or perform the Services on time.
Neither the Seller nor the Buyer shall be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing, or in failure to perform, any of its obligation in relation to the Goods or the Services of the delay or failure was beyond that party’s be regarded as beyond either party’s reasonable control: any acts of nature, civil unrest, hostilities, strikes, lock-outs or any fire.
The Seller shall obtain the Buyer’s written permission before disclosing by way of press release or otherwise to any third party anything which relates to this Contract.
RISK AND PROPERTY
Risk of damage to or loss of Goods shall pass to the Buyer upon delivery to the Buyer in accordance with the Contract.
Title of the Goods shall pass to the Buyer upon delivery unless payment for the Goods is made prior to delivery, when it shall pass to the Buyer once payment has been made.
Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
WARRANTIES AND LIABILITY
The Seller warrants to the Buyer that the Goods and the Services will comply with all statutory requirements and regulations (including those relating to the control and labeling of hazardous substances) and other legal/commercial requirements relating to the supply, manufacture, packaging, packing and delivery of the Goods and the performance of the Services.
The Seller warrants to the Buyer that the Services will be performed by appropriately qualified and trained personnel with due care and diligence and to such high standard of quality as is reasonable for the Buyer to except in all the circumstances.
The Seller warrants to the Buyer the accuracy of all drawings, calculations, packing details or other particulars supplied by it to the Buyer in connection with the contract, provided that any errors or omissions are not due to inaccurate information furnished in writing by the Buyer.
Without prejudice to any other remedy, if any Goods are not supplied or Services performed are not accordance with the Contract, then the Buyer shall be entitled to require the Seller to repair the Goods or to supply replacement Goods or Services in accordance with the Contract within 7 days.
THE SELLERS INDEMNITY
The Seller shall indemnify the Buyer against:-
All losses, cost, damage, expenses and claims whatsoever caused to and made against the Buyer including consequential loss which would not have been caused or made had the Seller fulfilled its express or implied obligations under the Contract;
Any claims for infringement of any letter patent, copyright, registered design or trade mark or any other intellectual property right by reason of the hire, sale or use of the Goods and against all losses, costs, damages, expenses and claims whatsoever which the Buyer may incur or may become liable as a result of such claims or infringement or alleged infringement and the Seller shall at the Buyers request assist in the defense of any proceedings which may be bought against the Buyer or those using the Good;
All claims whatsoever in respect of royalties are payable by the Seller in respect of the Goods.
All costs, damages and claims whatsoever made against the Buyer arising out of the acts and omissions of the Seller or its sub-contractors.
Any act of omission of the Seller or its employees, agents or sub-contractors in delivering the Goods or performing the Services.
The Seller will ensure that all manufacturer guarantees given to the Seller for any proprietary items incorporated into the Goods continue to be valid without restriction of any kind when the said items are incorporated in the Goods or when property in the Goods changes hands.
Without prejudice to the Seller’s liability to indemnify the Buyer, the Seller shall maintain such insurances as are necessary or advisable to cover its liability and that of its servants, agents and sub-contractors in connection with Goods and Services. The Seller undertakes to comply at all times with all and any legal insurance obligations in force to comply with applicable laws and agreements with employees, including but not limited to public liability, social security employees, workman’s compensation policy, automobile etc.
The Buyer shall be entitled to terminate the Contract immediately and without liability to the Seller by given written notice to the Seller.
The Buyer shall have the right to terminate the Order in whole or in part by giving the Seller written notice terminating the Order forthwith.
The Contract shall not be assigned by the Seller nor sub-let without the Buyer’s prior written consent.
No waiver by the Buyer of any breach of the Contract by the Seller shall be considered as a waiver of any subsequent breach of the same or any other provision
The Contract is governed by the laws of QATAR and shall be subject to the exclusive jurisdiction of the QATAR Courts.
|Contractor’s Worker Welfare Procedure: means the Contractor’s Worker Welfare Procedure as available in the Contractor’s Main Office and as updated by the Contractor from time to time.|
COMPLIANCE WITH LAWS AND POLICIES
The Subcontractor/Supplier undertakes, warrants and represents that in the performance of its obligations under this agreement that it and each member of its own supply chain shall comply without limitation with all applicable laws, statutes, regulations and codes from time to time in force and where there is no conflict shall as a minimum comply with the Contractor’s Worker Welfare Procedure.
Any breach of this clause by the Subcontractor/Supplier shall be deemed a fundamental breach of the Subcontract/Supply Agreement and shell entitle the Contractor to terminate the Subcontract/Supply Agreement. [Division to check that Subcontract/Supplier Termination Clause allows this]
The Subcontractor/Supplier represents and warrants that:
|a||its response to the Contractor’s due diligence questionnaires are complete and accurate; and|
|b||neither the Subcontractor/Supplier nor any of its officers, employees [or other persons associated with it] has been convicted or is in the process of begin investigated for any offence involving slavery and human trafficking, bribery or any breach of competition law.|
The Subcontractor/Supplier shall implement due diligence procedures for its own suppliers, subcontractors and other participants in its supply chains to ensure that there is no slavery of human trafficking, bribery or breach of competition law within its own supply chains.
The Subcontractor/Supplier shall notify the Contractor as soon as it becomes aware of any breach, or potential breach, of Clause by it or any member of its own supply chain.
The Subcontractor/Supplier shall:
|a||allow the Contractor a general right of audit, and in particular a right to audit their accommodation facilities and give access to their employees to be interviewed where deemed appropriate.|
|b||demonstrate they have taken reasonable and appropriate steps to ensure that their own supply chain meet the requirements to the Contractor’s Worker Welfare Procedure.|
The Subcontractor/Supplier shall conduct a program to regular training for its officers, employee, agents, subcontractors and other members of its supply chain to ensure compliance with the polices as set out in the Contractor’s Worker Welfare Procedure.
The Subcontractor/Supplier shall indemnify and hold harmless the Contractor, its Shareholders, Directors, officers and employees in full and on demand from and against any and all labilities, claims, fines, demands, damages, losses, cost or expenses (including legal and other professional adviser’s fee and disbursements), interest and penalties incurred by them howsoever arising whether wholly or in part resulting from a breach of the policies as set out in the Contractor’s Worker Welfare Procedure.
The Subcontractor/Supplier represents, warrants and undertakes that it conducts its business in a manner that is consistent with the policies as set out in the Contractor’s Worker Welfare Procedure.
Compliance for Information Security & Data Protection
Suppliers and Subcontractors must treat any data and information of the Buyer and its clients as confidential and should not disclose or use it in any manner other than what was agreed with the Buyer in advance.
INFORMATION SECURITY POLICY
Health, Safety and Environment
|The Seller shall exhibit necessary information for the Goods and/or Services to be deemed safe, as far as the aspects covered by the relevant national legislation; it conforms to the specific requirements or rules of local regulation/law of the state in whose-territory the goods is marketed by laying down the Health, Safety, Environment and Sustainability requirements, which the Goods or Services must satisfy in order to be marketed.The Seller’s information shall include but not limited to Seller’s profile, Technical literature, Product brochure, Product data sheet, Material safety data sheet, Test certificates, Inspection certificates, Thorough examination certificates, Goods manual/catalogue, Drawings, Calculations, Competency certificates, Charts, Laboratory test report etc.|
The Goods and/or Services shall be presumed safe as far as the risks and risk categories identified by the local regulatory requirement or construction specification is complied and covered by the Seller with adequate controls or safety measures acceptable to the Buyer.
|In circumstances other than those referred above, the Seller shall demonstrate the conformity of “Goods” to the general safety requirement by an assessment taking into account the following;|
|•||Product safety codes of good practice in force in the sector concerned.|
|•||The state of art and technology.|
|•||Reasonable Buyer expectations concerning health, safety and environment.|
| The Seller shall establish procedures and handover information to Buyer for transportation, handling, storage and disposal of materials, goods and equipment.The Seller shall identify and communicate to the Buyer on the equipment and/or material requiring special handling and storage.|
The Seller should identify special handling and storage requirements for Goods and/or Services of dangerous or hazardous nature clearly in the contract.
The Seller shall identify and communicate to the Buyer any occupational health risks or negative environmental impact associated with the Goods and/or Services.
Personnel involved in the handling of such goods during delivery to the Buyer and beyond shall be briefed of the exposure to risk associated by the Seller.
The Seller shall deliver necessary trainings to the Buyer for the Goods and Services as applicable by the local regulatory requirement/construction specification and/or law of the state.