Terms and Conditions:
PURCHASE ORDER: This Purchase Order includes these Purchase Order Terms and Conditions and attachments there to (if any). The commencing of the performance of or acceptance of this Purchase Order shall indicate Supplier’s intention to be bound by these terms and conditions. In the absence of a Purchase Contract, this Purchase Order including these terms and conditions shall constitute the entire agreement between the Buyer and Supplier with respect to the specified items, goods mentioned/stated herein and may not be modified, added to or rescinded except by a subsequent writing signed by the Buyer. Notice of objection is hereby given to any different or additional terms in Supplier’s quotation. Acknowledgments, invoices, or in any other communication from Supplier unless Buyer expressly agrees to such terms in writing. Payment acceptance of goods, or inaction of the Buyer shall not constitute Buyer’s consent to or acceptance of any such terms.
PARTIES: Buyer: (as set forth in this Purchase Order) Supplier: (as set forth in this Purchase Order)
ORDERS: The Order(s) shall be made by the Buyer by submitting to the Supplier the original copy of this Purchase Order. If this Purchase Order is transmitted via FAX or by other means of electronic transmission to the supplier, the Parties agree that such transmission is tantamount to a delivery of a duly executed original Purchase Order to the Supplier. Once the Purchase Order has been received by the Supplier, a confirmation intimating the same need to the sent to the Buyer. Prior to the confirmation from the Supplier, the Buyer may recall/cancel this Purchase Order by informing the Supplier of such recalling / Cancellation.
DELIVERY: The goods/items shall be tendered by delivery at the time and place the stated in this Purchase Order. The times set forth for delivery are of the essence. Supplier is responsible for maintaining and providing proof of delivery. Packing list must accompany each case or parcel, showing Purchase Order Number and a complete description of the contents. The delivery needs to be accompanied by the Original Delivery Note along with the duplicate copies. The Original will be handed over to the Supplier. If the delivery dates and place cannot be met, Supplier shall inform Buyer immediately. Such notice shall not, however, constitute a change to the delivery or completion terms of this Purchase Order unless Buyer modifies the same in writing. If any items/goods are not received by the date and place specified, the Buyer at its option and without prior notice to Supplier may either approve a revised date or cancel this Purchase Order and may obtain such goods elsewhere. In either event, the Supplier shall be liable to the Buyer for any resulting loss incurred by the Buyer. Upon delivery of items/goods and after subsequent inspection by Buyer, Supplier will be required to present the Original invoice to the Buyer to be used for payment purpose
PAYMENT: Payment will be made to the Supplier by the Buyer as agreed and mentioned in this Purchase Order. No invoices will be process for the payment until Buyer has received the item/goods, has inspected them and determined that they are confirming.
DEFECTIVE GOODS/ITEMS: The Seller assumes all responsibilities to ensure that the materials are packed and shipped as per the requirements and directions of the Manufacturer. Any items/goods that reached the Buyer and the same is found not in accordance/conformity to the manufacturer’s or Buyer’s standards will be considered defective. The matter will be brought to the Supplier’s attention immediately and the Supplier is liable for the receipt of the defective items/goods at Supplier’s own expense. Accordingly, the purchase price stated in this Purchase Order will be adjusted. At its own option, the Buyer may demand for the replacement of the defective items/goods, in the such a case, the Parties will agree on the date and place of the delivery of such replacement.
RIGHT TO REJECT/CANCELLATION: The Buyer reserves the right to reject any goods or to revoke any previous acceptance and to cancel all or any part of the Purchase Order if Supplier fails to deliver all or any part of the goods in accordance with the terms and conditions of this Purchase Order. Acceptance of any part of the Order shall not bind the Buyer to accept any future shipments not deprive it of the right to return goods already accepted. Also, any costs associated with return of goods shall be borne by the Supplier.
Supplier wants to buyer the all items/goods covered by this Purchase Order conform to the sample, drawings, specifications, plans or other description provided by Buyer. The Supplier is not authorized to substitute.
RISK OF LOSS/TITLE: Risk of loss and clear title to the items/goods shall not pass to Buyer until items/goods stated in this Purchase Order have been actually received and accepted by the Buyer at the destination specified herein. The Supplier assumes full responsibility for packing, crating, marking, transportation and liability for loss and/or damage even if Buyer has agreed to pay freight, express or other transportation changes.
REMEDIES: In addition to remedies provided in this Purchase Order, Buyer shall have all other rights and remedies available under applicable laws. Notwithstanding anything to the contrary contained herein, in no event shall the Supplier be entitled to any payment on account of loss of profits or consequential damages in connection with the termination of this Purchase Order.
INDEMNIFACTION: To the full extent permitted by law, the Supplier shall indemnify and hold harmless the Buyer any of its representative from and against all claims, liabilities, damages, losses, cost and expenses (collectively, “Claims”), arising from or relating to the undertaking of Supplier hereunder or any defect(s) in the items/goods supplied, provided such Claims are caused in whole or in part by any negligent act, omission, recklessness or willful misconduct of Supplier or anyone for whose acts Supplier may be liable. Supplier further agrees to assume the defense of any suit or claims for infringement of any patent, invention, design, trademark of copyright in connection with the items/goods.
REGULATORY COMPLIANCE: The Supplier must comply with all applicable laws, ordinance, rules, regulations, and orders to any public authority having jurisdiction.
WAIVER OF BREACH: Waiver, forbearance or inaction by the Buyer of any breach by the Supplier of the Purchase Order including its items and conditions shall not be deemed a waiver of future compliance of this Purchase Order and its terms and conditions and the same remain in full force and effects as to future performances.
ASSIGNMENT/DELEGATION: The Supplier shall neither assign any right or interest in this Purchase Order, not delegate any obligation owed by it hereunder without prior written consent of the Buyer. Any attempted assignment or delegation absent Buyer’s consent shall be wholly void and totally ineffective for all purposes.
INVALIDITY: If any provision of this Purchase Order (including the terms and conditions), becomes invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not totally ineffective for all impaired.
GOVERNING LAWS: The Supplier agrees that the governing laws shall be the laws of the United Arab Emirates and any disputes arising from or in connection with this Purchase Order shall be brought to the Courts of Ras Al Khaimah, United Arab Emirates.
TEST/ANALYSIS/CALIBRATION CERTIFICATES: Wherever applicable as indicated(**). Test/Analysis/Calibration Certificates are statutory requirement under ISO 9001.