PURCHASE ORDER GENERAL TERMS & CONDITIONS
All prices are fixed and include delivery to the order location, unless the order says otherwise. The Supplier must send the goods to the Stores Controller or Site Engineer and get a receipt with the name of the person who signed it. The Supplier must pack the goods well and safely to avoid damage during transit. Each package must have a packing slip with the Supplier’s name and the contents, and must be clearly labeled and addressed with oil paint or stickers. The Purchaser owns all packing materials, unless the order says otherwise. The Supplier must deliver the exact quantity and type of items as ordered.
Waybills shall accompany every consignment showing the Order and job number, net and gross weights and quantities.
An Original Invoice with an attached legible proof of delivery thereto bearing the Order number and job number shall be sent direct to the Purchaser at the postal address shown on the face of the Order on the day on which these goods are delivered on the Site as specified on the Order.
TERMS OF PAYMENT
Payment against original invoices with attached proof of delivery thereto received by the 7th of the month will be made on or about the last day of the following month, provided that the goods have been accepted as satisfactory by the Site representative or Stores Controller. Payments will be made by cheque and posted at the supplier’s risk.
All goods supplied in terms of the Order shall be and remain at the sole risk of the Supplier until such time as the goods have been off loaded at the Site specified on the Order and signed for on behalf of the Purchaser.
INDEMNITY AGAINST INFRINGEMENTS OF PATENTS, ETC.
The Supplier hereby indemnifies the Purchaser against any claims, which may be made against the Purchaser for unauthorized use or infringement of patent rights, trademarks of protected rights in respect of goods supplied. All royalties and expenses arising out of the use of such patent rights, trade marks or protected rights shall be payable by the Supplier.
The Supplier shall not cede. assign. transfer or sub-let the Order or any portion thereof, without first having obtained in writing. The express consent of the Purchaser.
All materials used in the manufacture of the goods called for in terms of the order shall comply in all respects with the specifications / quality laid down in the Order or, if there is no specification, shall be of a quality, composition and strength suitable for the purpose for which they are required. In addition, the finish shall be of a standard commensurate with the quality of the goods ordered.
The Purchaser shall have the right at any time to inspect any goods during manufacture and progressing and shall be entitled to reject any goods that in the opinion of the person so inspecting is not in accordance with the specification or drawings, or to require the rectification of any defective work. Notwithstanding any inspection during manufacture, final inspection and acceptance of the goods furnished shall be at site or the place specified in the Order.
If the goods have any defects within twenty-four months after the Purchaser receives them, the Purchaser can ask the Supplier to fix them as soon as possible, without giving up any other rights under the Order or the law. The Supplier must pay for all the costs of fixing the defects. If the Supplier does not fix the defects on time, the Purchaser can either return the goods and get a full refund from the Supplier, or pay less for the Order.
PASSING OF OWNERSHIP
Property in and title to all goods shall pass to the Purchaser at the time the goods are delivered to site or as otherwise instructed on the Order.
The Supplier hereby acknowledges that time is of the essence of the Order and that, should the dispatch of the goods be delayed beyond the delivery date stated on the Order, or should the Supplier breach any of the conditions of the Order, the Purchaser shall, without prejudice to any of its rights in terms with the Order or in law, be entitled to cancel the order in whole or in part without payment to the Supplier of any compensation whatsoever. Furthermore, in the event of the Purchaser canceling the Order as to all or any of the goods, the Purchaser shall be entitled to purchase a like quantity of goods of similar description and quality and in that event the Supplier shall be liable to reimburse to the Purchaser on demand all expenditure and loss incurred by the Purchaser in connection with the said cancellation and repurchase, including any increase in the price stated in the Order.
The Supplier is requested to acknowledge receipt and acceptance of this order and terms and conditions therein. Non receipt of the Suppliers acknowledgement within fourteen (14) days from the date of order. or dispatch of goods, shall be deemed to signify acceptance by the Supplier of the order and its terms and conditions.
Nothing in these Conditions shall prejudice any condition or warranty (expressed or implied) or other right or remedy to which the Purchaser would be entitled in relation to the goods or services being the subject of this Order by time of any Statute of custom or any general law or local law regulation. Unless otherwise agreed by the Purchase in writing. Every condition contained herein shall be deemed to be an essential condition of the Order.
PURCHASE ORDER TERMS & CONDITIONS FOR ALL RENTAL EQUIPMENTS
These terms and conditions apply to the rental by FAST FIXER CONTRACTING LLC. of certain equipment (the “Equipment”) pursuant to any purchase order making reference to these terms and conditions (the “Purchase Order”).
The Supplier (as defined in the Purchase Order) is requested to acknowledge receipt and acceptance of any Purchase Order issued by FAST FIXER. If FAST FIXER does not receive such acknowledgement of receipt and acceptance within fourteen (14) days from the date of the delivery of the Purchase Order to the Supplier, the Supplier shall be deemed to have unconditionally accepted the Purchase Order.
In accordance with the Purchase Order, if FAST FIXER has requested the provision by the Supplier of person(s) in charge of operating the Equipment, the Supplier shall procure that operators with skills, expertise and competencies of the highest standards (the “Operator(s)”) accompany the Equipment to operate them during the times and on the site (the “Site”) specified in the Purchase Order. The Supplier shall procure that the Operators hold at all times all required licenses, permits and certificates for the operation of the Equipment. Notwithstanding anything to the contrary, FAST FIXER may at any time require the Supplier to remove or replace an Operator who it considers, at its sole discretion, not adequately operating the Equipment.
Except as may be otherwise stated in the Purchase Order, the rental charges determined in the Purchase Order are deemed to be fixed and all-inclusive. Unless otherwise provided for in the Purchase Order, said rental charges cover transportation and delivery charges to the Site, all costs and expenses associated with the installation and operation of the Equipment (including, but not limited to, mobilization and demobilization charges and all expenses (salaries, fees, benefits, accommodation… etc.) associated with the Operators), insurance costs and fuel charges.
The Equipment supplied to FAST FIXER shall be and remain at all times at the sole risk of the Supplier.
DELIVERY AND RECEIPT
The Supplier shall take all actions required (including, but not limited to, adequate and secured packing, if applicable) to prevent damage to the Equipment during transportation, delivery to and installation on the Site in accordance with all applicable laws. If the Equipment is packed, all packages must contain a packing slip indicating the name of the Supplier and detailing its contents and must be clearly marked by means of oil paint or suitable labels. All packing materials used (if any) shall be and remain the property of FAST FIXER, unless otherwise stated in the Purchase Order. Delivery of the Equipment to FAST FIXER on the Site shall be deemed to have occurred subject to receipt by the Supplier of a receipt signed by a duly authorized representative of FAST FIXER (the “Receipt(s)”).
Upon delivery of the Equipment, the Supplier shall provide FAST FIXER with a certificate showing the Purchase Order number, the job number and describing the Equipment delivered with its specifications (including, but not limited to, net and gross weights and quantities).
The Equipment must comply with the specifications set forth in the relevant Purchase Order and the Supplier shall procure that all materials used for the manufacture of the Equipment shall be of a quality such that the Equipment complies with the specifications set forth in the Purchase Order. If there are no specifications in the Purchase Order, the Equipment and the materials it is made of shall be suitable for the purpose for which the Equipment has been ordered and of a quality, composition and strength of the highest standards.
Original invoices (with a copy of the relevant Receipts attached thereto) bearing the Purchase Order number and the job number shall be sent directly to FAST FIXER pursuant to clause 20.
TERMS OF PAYMENT
Unless otherwise provided in the Purchase Order, payment against original invoices (with a copy of the relevant Receipts attached thereto) received by the seventh (7th) day of a month will be made on or about the last day of the following month, provided that the Equipment and its operation is accepted as satisfactory by FAST FIXER. Payments will be made by cheque and posted at the Supplier’s risk. [TLA Note: FAST FIXER to confirm that payments are made by cheque and not by wire- transfer]. Invoices received after the seventh (7th) day of a month will be paid [within a period of 80 business days as of receipt of the invoice by FAST FIXER] [TLA Note: FAST FIXER to confirm the suggested payment terms of invoices received after the seventh (7th day) of a month]
the Supplier shall defend, indemnify in full and hold FAST FIXER , its affiliates, officers, directors, employees, agents, representatives, advisors, successors and assigns (each an “Indemnified Person”) harmless from any and all claims, actions, demands, proceedings or judgments which may be instituted, made, threatened, alleged, asserted or established (each an “Indemnity Claim”) from time to time against or otherwise involving the Supplier and/or any of the Indemnified Persons and from all damages, penalties, fines, liabilities, obligations, losses and reasonable costs and expenses, including legal and other professional fees and costs (each an “Expense”) which any of the Indemnified Persons may suffer or incur from time to time (including all Expenses reasonably incurred in disputing any Indemnity Claim and/or establishing a right to be indemnified pursuant to this clause), in any such case arising out of or in connection with the Equipment, any breach by the Supplier of any of these terms and conditions or the operation of the Equipment by the Operator (if applicable).
INDEMNITY AGAINST INFRINGEMENTS OF PATENTS, ETC.
The Supplier shall indemnify and hold harmless each Indemnified Person against any claims, which may be made against said Indemnified Person for unauthorized use or infringement of patent rights, trade-marks or any other intellectual property right in respect of the Equipment supplied. All royalties and expenses arising out of the use of such patent rights, trade marks or any other intellectual property rights shall be payable solely by the Supplier.
The Supplier shall at its sole cost and expense take out and maintain in effect at least throughout the period during which the Equipment is under rental by FAST FIXER (the “Rental Period”) until removal of the Equipment from the Site (unless otherwise provided for in the Purchase Order) insurance policies as set out in Annex 1 here attached and in the amounts and on the terms set out in said Annex 1. All such insurance policies shall be issued by an insurer or insurers authorised to carry on business in the United Arab Emirates. On taking out and on renewing each policy, the Supplier shall promptly send evidence of payment of the relevant premium to FAST FIXER. Upon FAST FIXER ’s request, the Supplier shall provide FAST FIXER with copies of the insurance policy certificates and details of the cover provided. The Supplier shall notify FAST FIXER if any insurance policy is (or will be) cancelled or its terms are (or will be) subject to any material change. The insurances to be taken out and maintained by the Supplier shall cover all potential claimants, including, but not limited to, all persons employed by the Supplier in connection with the Equipment (the Operator(s), if any), the employees of FAST FIXER on the Site and all third parties with respect to whom claims for death, injury or damages could be asserted in any way against FAST FIXER , any of its affiliates or any of their contractors, employees, advisors, agents, representatives or consultants. Furthermore, the Supplier shall cause its insurers:
- To provide the following endorsement items in writing in the insurance policies (or equivalent endorsement wording providing substantially the same protection):
Primary Clause: “If at the time of an occurrence, there is any other insurance effected by or on behalf of the insured covering any loss by this policy of insurance, the insurer’s liability hereunder shall be primary to such other insurance.”; and
Indemnity to Principal Clause: “it is hereby understood and agreed that FAST FIXER CONTRACTING LLC, its affiliates, officers, directors, employees, agents, representatives, advisors, successors and assigns (each “an Indemnified Person”) are indemnified under this policy in respect of any liability that any Indemnified Person may incur in respect of any claims arising out of the activities of the insured, and insurers waive all rights of subrogation against any of the aforementioned Indemnified Persons”;
- To agree that, notwithstanding any provisions in the insurance policies, said policies may not be cancelled or materially changed by the insurer without giving thirty (30) days’ or, in the case of the cancellation for non-payment of the insurance premium, ten (10) days’ prior written notice to the Supplier.
The Suppliers’ liabilities shall not be deemed to be released or limited by the Supplier taking out the insurance policies referred to in these terms and conditions.
INDEMNITY IN RESPECT OF INSURANCE
The Supplier shall indemnify and hold harmless each Indemnified Person from and against any claims in any way related to the failure on the part of the Supplier to maintain the insurances required under these terms and conditions.
The Supplier shall not cede, assign or transfer the Purchase Order or any portion thereof, without first having obtained FAST FIXER ’s written consent.
FAST FIXER shall have the right at any time to inspect the Equipment upon its delivery on the Site or while it is being operated on the Site. FAST FIXER shall be entitled
- To reject any Equipment that in the opinion of FAST FIXER ’s representative so inspecting it is not in accordance with the specifications as per these terms and conditions; or
- To require the remedy of any defects in the Equipment or the rectification of the operating procedures.
In the event of defects in the Equipment manifesting themselves at any time during the Rental Period, FAST FIXER shall, without prejudice to any of its other rights pursuant to the Purchase Order, these terms and conditions or at law, be entitled to call upon the Supplier to remedy such defects or replace the defective Equipment, and the Supplier shall be bound to remedy such defects or replace the defective Equipment as promptly as possible, with all costs so involved being borne by the Supplier. In the event that the Supplier does not remedy defects or replace the defective Equipment in accordance with this clause, FAST FIXER shall be entitled to reject the Equipment and require the Supplier to remove the same at its cost and reclaim all monies paid to the Supplier in respect thereof, or to continue the rental of the defected Equipment and claim a reduction of the rental charges payable under the Purchase Order.
The Supplier hereby acknowledges that time is of the essence with respect to the delivery of the Equipment and its operations. Hence, should the dispatch of the Equipment or the commencement of its operations be delayed beyond the date stated in the Purchase Order or should the Supplier breach any of terms and conditions of the Purchase Order, FAST FIXER shall, without prejudice to any other of its rights pursuant to the Purchase Order, these general terms and conditions or at law, be entitled to cancel the Purchase Order in whole or in part without payment to the Supplier of any compensation whatsoever. Furthermore, in the event of FAST FIXER cancelling the Purchase Order, FAST FIXER shall be entitled to rent from a third party equipment of a similar description, specifications and quality as the Equipment and the Supplier shall be liable to reimburse to FAST FIXER on demand all expenses, costs and losses incurred by FAST FIXER in connection with the Purchase Order cancellation and FAST FIXER ’s third party rental, including any rental charges increase in comparison with the charge determined in the Purchase Order.
FAST FIXER ’S RIGHTS
Nothing in these terms and conditions shall prejudice any condition or warranty (expressed or implied) or other right or remedy to which FAST FIXER would be entitled in relation to the Equipment or their operation by the Operators under any applicable law or regulation. Unless otherwise agreed by FAST FIXER in writing, every condition set forth herein shall be deemed to be an essential condition of this Purchase Order.
All notices, requests, approvals, consents, demands and other communications provided for in these terms and conditions shall be given or made by registered letter, by fax or electronic mail to the party concerned at the address, fax number or email address set forth in the Purchase Order.
The provisions contained in each clause of these terms and conditions shall be enforceable independently of each of the others and their validity shall not be affected if any of the others are invalid. If any of those provisions is void but would be valid if some part of the provision were deleted, the provision in question shall apply with such modification as may be necessary to make it valid.
No amendments to these terms and conditions will be effective unless made in writing and signed by the Operation Manager or Commercial Manager of the specific project with the Supplier.
These terms and conditions and any non-contractual obligations arising out of or in connection with it shall be governed by the Laws and Regulations of Dubai, U.A.E.
The courts of Dubai, UAE shall have exclusive jurisdiction to settle any dispute arising between FAST FIXER and the Supplier in connection with these terms and conditions.
ANNEX 1 – INSURANCE POLICIES
- Equipment insurance on Site and during Transportation
Coverage: Physical loss or damage to the Equipment on an all risks basis, including war risks during transportation under any marine cargo insurance policy, if applicable.
Period Insured: From commencement of the Rental Period until removal of the Equipment from the Site.
Insured Value: The total replacement cost value of the covered property.
- Workmen’s Compensation Insurance
Coverage: Workmen’s compensation coverage to include all activities to comply fully with all applicable laws including UAE Labour Law 1980 Chapter VIII and subsequent amendments or any other applicable laws in respect of the Insured’s employees.
Period Insured: From commencement of the Rental Period until removal of the Equipment or Manpower from the Site.
Insured Value: The limit required by applicable laws.
Main Extension: To include:
primary insurance clause; and
subrogation waiver clause in favor of FAST FIXER and/or any other parties as can be agreed upon by the Parties.
Coverage: Liability for damage to property or bodily injury to third parties arising out of the ownership, the use or maintenance of motor vehicles owned, leased or hired by the Supplier, in accordance with applicable laws, conditions and limits in line with local practice.
Period Insured: From commencement of the Rental Period until removal of the Equipment from the Site.
Insured Value: Not less than the limit required by applicable laws.