To be read in conjunction with the particulars set out on the face of the SABAYEK Purchase Order for Goods and/or Services (both together forming the “Purchase Order”).

In case of a conflict between these SABAYEK Standard Conditions of Purchase and the provisions set out on the face of the Purchase Order; the particulars set out on the face of the Purchase Order shall prevail. In case of a conflict between these SABAYEK Standard Terms and Conditions of Purchase and the provisions set out in a Supplier quotation (whether or not referred to on the face of the Purchase Order) or notice of acceptance of this Purchase Order, these SABAYEK standard Terms and Conditions shall prevail.

SABAYEK and Supplier whose name is set out on the face of the Purchase Order (the “Supplier”) have agreed to enter into and be bound by the following terms and conditions to define each party’s obligations where the Supplier provides goods and/or services to SABAYEK under the Purchase Order for Goods and/or Services.

1. PACKING AND NUMBERING: All goods provided under the Purchase Order shall be suitably packed and marked to secure lowest transportation costs and in accordance with the requirements of common carriers. No additional charge will be allowed for packaging, boxing, crating or storage unless so stipulated on the face of the Purchase Order. If SABAYEK discovers damage to any goods not packed to ensure proper protection, if accepted by SABAYEK, subsequent rectification costs will be charged to the Supplier. All limited shelf life items are to be individually packaged, as applicable per product standards, in light-proof packaging and marked with applicable specification details and cure date. The Purchase Order number must be quoted on all invoices, packing sheets, shipping and delivery documentation. Supplier must furnish related technical Data Sheet / MSDS / MTC along with material delivery as indicated in P.O.

2. DELIVERY AND TIME OF DELIVERY: ‘Delivery’ shall mean the delivery of possession of the goods being delivered hereunder to SABAYEK at the place and between the hours indicated by SABAYEK the Purchase Order or as set out in the table or at SABAYEK WAREHOUSE JUBAIL, in the case of services, the delivery of all the services ordered in the Purchase Order. ‘Transfer of Ownership’ shall mean the transfer by the Supplier to SABAYEK of clear, unencumbered title in the goods. Transfer of Ownership shall coincide with Delivery. If no time for delivery is stipulated, the Supplier shall deliver the goods or complete services within a reasonable period acceptable to SABAYEK, of receiving the Purchase Order. SABAYEK shall not be bound to accept delivery prior to the date of delivery specified and will not be liable for any loss or charge arising from its refusal to accept such delivery prior to the appointed delivery date. Upon Delivery of the goods to SABAYEK at the delivery location, title will pass to SABAYEK. Risk of loss or damage, from any cause whatsoever, to such goods and exclusive care, custody and control thereof, will pass to SABAYEK only on completion of Delivery of the goods to SABAYEK (or the goods being delivered at SABAYEK’S direction) and the goods being found by SABAYEK to be in accordance with the Purchase Order. In the case of late delivery, SABAYEK may reject the goods or services and terminate the Purchase Order without liability and may return the goods to the Supplier at the latter’s cost and risk. If SABAYEK elects not to terminate the Purchase Order for late delivery, SABAYEK may charge liquidated damages ‘reasonable or fair compensation’ as per the damages. Partial Delivery may not be made except if so stated on the face of the Purchase Order.

3. INSPECTION: SABAYEK shall not be deemed to have accepted the goods or services unless and until it has had a reasonable opportunity to examine them for the purpose of ascertaining that they conform with the Purchase Order, notwithstanding any agreement by SABAYEK to collect them or pay for their transport costs. SABAYEK’S count will be accepted as conclusive on all shipments not accompanied by proper packing lists. Following SABAYEK’S inspection of goods, SABAYEK may, by notice to the Supplier, reject any goods which do not comply with the Purchase Order or which contain defective material, irrespective of date of payment. SABAYEK may hold goods pending the Supplier’s instructions relating to any goods so rejected or may return them to Supplier at Supplier’s expense. SABAYEK may also reject any Services that do not comply with the requirements of the Purchase Order and may terminate the Purchase Order or demand proper redelivery.

 

4. SERVICES: Services ordered under this Purchase Order shall be rendered as set out in the Purchase Order. They must be provided in accordance with the standards applicable to reputable international suppliers of such services.

 

5. PRICE, PAYMENT: SABAYEK will make payment(s) for the goods and/or services in accordance with SABAYEK’s normal terms of settlement following receipt of the good and/or services and invoice in SAUDI ARABIA or as otherwise described in the Purchase Order. Supplier shall furnish the following to SABAYEK procurement department for processing the payment: Original Invoice, Original Delivery Note, signed by our SABAYEK Representative, Copy of the Purchase Order. Unless otherwise specified on the face of the Purchase Order, all prices shall be regarded as providing for delivery at SABAYEK facilities in KSA (the address whereof is to be advised to the Supplier on request). Delivery costs are for the account of the Supplier. In the case of international Purchase Orders, delivery to those premises is to take place DAP (Incoterms 2010), as more fully set out below. Prices are inclusive of all taxes, duties and charges, as also more fully set out in the table above. The time of payment for any sum due under the Purchase Order shall not be of the essence.

6. COMPLIANCE WITH LAWS AND REGULATIONS: Supplier agrees to comply with all local Saudi Arabian laws, regulations and orders applicable to the execution of the Purchase Order. Supplier shall comply with, and upon request by SABAEK, furnish certificate of compliance with, all applicable rules, orders, and regulations of the authorities specified in and/or requirements set out in the Purchase Order in relation to all goods and/or services and shall indemnify SABAYEK against any damages by reasons of violations of this paragraph.

 

7. PAYMENT OF TAXES, DUTIES AND VAT: The Supplier will pay all taxes, charges and duties (“Taxes”) imposed by or on behalf of any government or country other than KSA. Unless specifically stated to the contrary on the face of the Purchase Order or in any written notification by SABAYEK to Supplier, imported goods are for delivery to SABAYEK in KSA as set out above. For imported goods SABAYEK will furnish the Supplier with a Customs exemption certificate for the Supplier’s clearance of the goods imported into the KSA for the purposes of this Purchase Order. As per Saudi port and custom regulations, all foreign goods imported to Saudi Arabia must show country of origin, on each and every item, by means of label / stamp / engraved / non-removable sticker. Country of origin marks on carton or outside of the box are not acceptable to Saudi Custom failing which, a penalty of SR. 5,000.00 or more will levied, and / or shipment returned to point of origin at supplier’s cost. Any penalty, Demurrage / detention if incurred, will be charged to Supplier’s A/C. Three each of Invoice and Certificate of origin to be attested by your local chamber of commerce, for Saudi Port and Customs clearance. After clearance the Supplier will DAP deliver such goods as set out above. When the Supplier clears such goods through KSA Customs, it (or its KSA Customs Agent) will show SABAYEK as the importer of record on all relevant Customs documentation and it will use the certificate referred to above. Where VAT is applicable to the provision of Supplies, the Supplier must, as a pre-condition to receiving any payment under this PO, provide SABAYEK with a VAT compliant invoice as more particularly detailed in the VAT Law. Each invoice must quote SABAYEK’s relevant PO number(s), and contain all substantiating information in compliance with the VAT Law. For the purposes of this PO, VAT means any value added tax or other similar consumption tax, as more particularly detailed in the applicable law. If indicated on the P.O. Sabayek will be responsible for customs clearing of the goods provided that all required documents have been submitted on time to SABAYEK by the supplier and all other regulations (such as proper identification of the country of origin) related to the clearance of the goods are followed by the supplier. In case the supplier is found to have not complied with all of the above instructions and those on the P.O. related to customs exemption and customs clearance, any financial penalties will be the responsibility of the supplier

8. FOR CALIBRATION SERVICES: a) The calibration of our Instrument / equipment shall be carried as per the international standards (ISO 17025). b) Supplier must furnish related technical Data and Calibration certificate along with material delivery. c) The certificate shall show the traceability information about the Master equipment used for Calibration. d) Supplier shall specify the required calibration frequency on the certificate (1 year). e) Any Non-compliance of technical specification, the supplied material shall be rejected and Supplier shall arrange FREE replacement. f) Supplier shall furnish the following to SABAYEK procurement department for processing the payment:
9. Original Invoice.
10. Original Delivery Note, signed by our SABAYEK’s Representative.

• Copy of the Purchase Order

 

9. FOR TRAINING SERVICES
10. Supplier shall carry out the training as per the P.O scope.
11. Supplier r shall clearly specify the scope and responsibilities.

• Supplier shall provide the scope of services with highest professional standards.

1. Supplier shall provide the training course material as per the P.O scope.
2. Supplier shall furnish the competency documents / certificates of the trainer / technician prior to start of the services.
3. Supplier shall provide Training certificates related to the specified Training / service.

• Supplier shall carryout the job at SABAYEK location.
• Supplier shall furnish the following to SABAYEK procurement department for processing the payment: Original Invoice, Original Delivery Note, signed and stamped by our SABAYEK Representative and Copy of the Purchase Order.

10. PATENTS AND OTHER INTELLECTUAL PROPERTY RIGHTS: Supplier expressly warrants (i) that the goods and/or services to be provided hereunder and their production, importation, provision and use does not and will not infringe any patent or other intellectual property right of a third party; (ii) that Supplier will at its own expense defend any suit that may arise in respect thereof, provided Supplier is notified thereof; and (iii) that Supplier will indemnify and hold harmless SABAYEK, it’s principals, it’s employees its affiliated companies, its and their successors and assigns, and the customers of any of them, from all losses and expenses which may be incurred on account of any alleged or actual infringement of such rights.

 

11. REPORTING & AUDIT: The Supplier will allow a person or persons authorized by SABAYEK to inspect records held by the supplier relevant to the P.O. in question, during normal business hours and to take copies or extracts from those records.

 

12. WARRANTY: Supplier expressly warrants that all goods provided pursuant to the Purchase Order will be merchantable, fit and sufficient for the purpose ordered and will be free from defects in design, materials and workmanship for a period of one year from the date of delivery unless otherwise indicated on the P.O. All services are warranted to comply with the requirements of this Purchase Order. All the Supplier’s warranties shall, as applicable, run to SABAYEK, its affiliated companies, and its and their successors, assigns and customers. In the case of breach of warranty, SABAYEK may terminate the Purchase Order without liability and recover any damage flowing from the Supplier’s breach. The Supplier acknowledges and agrees that the approval of SABAYEK of any designs provided by the Supplier will not relieve the Supplier of any of its obligations under this paragraph.

 

13. SET-OFF: In addition to any rights and remedies of SABAYEK provided by law, SABAYEK may set off any amount that is or may become owing to the Supplier by SABAYEK against any amount owing to SABAYEK by the Seller or Supplier’s Ultimate Beneficiary.

 

14. INSURANCE: The Supplier must maintain the necessary insurances to meet its obligations under this Purchase Order. In each case, the sum insured for loss or damage to goods to be delivered shall not be less than the total replacement value in KSA of the goods being supplied under the Purchase Order. As and when requested, the Supplier is required to provide SABAYEK with evidence of insurances in the form of a validated certificate of insurance from its broker or insurance company.

 

15. INDEMNITY AND LIMITATION OF LIABILITY: The Supplier hereby irrevocably fully indemnifies SABAYEK, its related companies, its and their officers, agents, subcontractors and employees from and against any and all claims, proceedings, costs, expenses, damages and losses arising out of or in any way connected with or related to these terms and conditions, this Purchase Order, the goods provided or to be provided by or the services performed or to be performed by or on behalf of the Supplier, the Supplier’s failure to comply with the VAT Law in any way, and relating to: any loss or damage to property (whether real or personal); injury to any person including injury resulting in death; any defect in the goods or services performed or their delivery or unloading by the Supplier, except to the extent caused by the negligence or willful misconduct of SABAYEK, its related companies and its and their officers, agents, subcontractors or employees. Under no circumstances will SABAYEK be liable to the Supplier for indirect or consequential loss or damage.

 

16. NON- PERFORMANCE: The failure of any goods delivered hereunder to meet the quality specified in the Purchase Order, or the failure of the Supplier to make any delivery in the quantity or within the time specified, or perform all or part of the services, or to comply with any of the other terms and conditions hereof, shall relieve SABAYEK of any obligation to accept and pay for such goods or services performed. SABAYEK may either terminate the relevant Purchase Order without charge, for all or any part of the undelivered portion of the Purchase Order, and place the Purchase Order elsewhere for an equal or lesser quantity of goods and/or services of the same or substantially equal quality and charge Supplier with any loss so incurred. Any failure of SABAYEK to exercise such option with respect to any portion of the Purchase Order shall not constitute a waiver with respect to any undelivered instalments or waiver by SABAYEK of any specific defaults by Supplier. Failure by SABAYEK to cancel the Purchase Order or any part thereof when a right of cancellation pursuant to this or any other paragraph hereof arises shall not constitute waiver by SABAYEK of any of the terms and conditions of any Purchase Order with respect to any further or subsequent default by Supplier which gives rise to a right of termination. Sabayek shall have the right to claim reasonable penalties from the supplier for production loss due to non-performance or non-availability of operating or maintenance manuals

17. TERMINATION: In addition to its rights in paragraphs 2 and 13, SABAYEK may by notice in writing to the Supplier terminate the Purchase Order in whole or in part if the Supplier is otherwise in breach of the Purchase Order’s terms and conditions and has failed to remedy the breach (where such breach is capable of remedy) within five (5) days of receipt of a request in writing from SABAYEK to remedy the breach, such request indicating that failure to remedy the breach may result in termination of the Purchase Order. SABAYEK may reschedule Delivery or cancel this Purchase Order at any time prior to shipment of the goods or delivery of the services, without any liability. The provisions of this paragraph are without prejudice to other paragraphs herein providing for termination or cancellation of the Purchase Order. Notwithstanding any other terms in this Purchase Order, SABAYEK may at its option cancel the Purchase Order or any part thereof at any time.

18. COMPENSATION: In case of breach or termination of the Purchase Order SABAYEK shall have the right to seek compensation for the damages incurred.

19. NON-ASSIGNABILITYAND SUB-CONTRACTING: This Purchase Order and any monies due or to become due hereunder may not be assigned or transferred by the Supplier without the prior written consent of SABAYEK. Without prejudice to the generality of the foregoing, the Supplier shall not sub-contract the design, manufacture, production or supply of the goods and/or delivery of the services or assign any right, liability or obligation under the Purchase Order without the prior written consent of SABAYEK.

 

20. CONFIDENTIALITY: The Supplier and its officers, directors, employees and representatives must not, without SABAYEK ‘s prior written consent, disclose to any person (other than a person authorized by SABAYEK) any information whatsoever acquired by the Supplier in connection with the Purchase Order, nor advertise or publicly announce that it is supplying goods or undertaking services to SABAYEK. In particular, information relating to SABAYEK’s customers may not ever be divulged to third parties without the prior written consent of SABAYEK.

 

21. FORCE MAJEURE: Either Party shall be excused from performance of any of its obligations under the Purchase Order due to disability caused by government action or inaction, an earthquake, typhoon, flood, fire, war, strike, major break-down of the production installation at mines loading port, or any other cause(s) beyond either party’s reasonable control whether foreseeable or not (“Force Majeure”). The prevented party shall notify the other party by fax, courier or immediate hand delivery, without delay, and within 10 days thereafter provide detailed information of the event and documentation from relevant public and government authorities, explaining the reason for its inability to perform its obligations under this Contract. Both parties shall, through consultations, decide whether to terminate this Contract or whether to delay the execution of this Contract according to the effects of the Force Majeure events on the parties’ ability to perform this Contract. Notwithstanding the situation of Force Majeure, both parties will do their utmost to reduce the damages to either party to a minimum. Above all SABAYEK reserves the right to defer the Delivery Date or payment or to cancel the Purchase Order/Contract or reduce the ordered quantities if it is prevented from or delayed in the carrying on of its business through any circumstances beyond its reasonable control due to any Force Majeure Event.

22. MARKET PRICE FLUCTUATIONS: In the event of extraordinary increases or decreases in the market price of the goods, SABAYEK shall have the right to renegotiate in good faith the price of goods not yet shipped. If agreement is not reached on pricing for existing Purchase Orders, SABAYEK shall have the right to reject any orders or terminate the Purchase Order with immediate effect without any further obligations.

 

23. ENTIRETY: These terms and conditions and the Purchase Order constitute the entire agreement between the parties in relation to the goods or services contracted under the Purchase Order and no modifications thereof shall be binding unless mutually agreed to in writing. The receipt by SABAYEK of any quotation, sales conformation or other proposal shall not, in the absence of a written acknowledgement by SABAYEK expressly agreeing to same in writing duly signed by SABAYEK, have the effect of changing in any manner or adding to the terms and conditions hereof.

 

24. JURISDICTION AND GOVERNING LAW: This Agreement is governed by and construed in accordance with the laws of the KINGDOM OF SAUDI ARABIA. The ruling language for the purposes of the Purchase order shall be English except where the Arabic language is otherwise agreed in writing by the parties to be used, when the Arabic language shall be the ruling language. Correspondence or documents which are prepared by Supplier for submission to the KSA Government may be required to be in both the Arabic and English languages.

 

25. DISPUTE RESOLUTION: Either party may require any dispute between the parties arising out of or connected to the Purchase Order (“Dispute”), which has not been resolved within 14 days, to be referred to mediation with the senior management of the respective parties. If within 28 days of such referral, a resolution to the Dispute has not been achieved, then
    any such dispute, controversy or claim arising out of or relating to this contract, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by the Saudi Center for Commercial Arbitration (SCCA) in accordance with its Arbitration Rules and their ruling shall be final with no right to appeal by either side.

 

26. QUALITY, ENVIRONMENTAL, OCCUPATIONAL HEALTH AND SAFETY PERFORMANCE: Seller acknowledges and accepts full and sole responsibility to maintain a quality, environment, occupational health and safety management system appropriate for its business throughout the performance of the standard conditions of purchase. Seller will be responsible for the monitoring and accurate recording at all times of its own performance of the Services and of compliance with the requirements of the aforementioned management systems. Seller shall not deliver Goods that contain any asbestos mineral fibers.

 

27. OTHER TERMS AND CONDITIONS APPLICABLE: The above Standard Conditions of Purchase apply unless this Purchase Order states, on the face thereof, that it is issued under a pre-existing written Contract signed by both of the Parties or any specific clause added in the PO, in which case the terms and conditions of such Contract will apply to the extent that those are in conflict with the above Standard Conditions of Purchase. In case of conflicting provisions under the General Terms and Conditions and the specific clauses, the specific clauses shall precede over the general clause subject to SABAYEK’s approval. Notwithstanding anything contained under this Terms and Conditions, SABAYEK reserves the right of final interpretation.

28. NOTICES: Each notice, demand or other communication to be given or made under this Contract shall be in writing and delivered or sent to the other Party at its postal address or fax number or email address set out under this PO (or such other postal address or fax number or email address as the addressee has by 5 days’ prior written notice specified to the other Party), marked for the attention of the person specified by the Party.

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