General Terms and Conditions of Purchase
The following terms of purchase shall apply to any purchase of material, products and service by MILAHA (herein called the “Purchaser”). Seller shall be deemed to have full knowledge of the terms & conditions herein and such terms and conditions shall be binding if either the material, products or services referred to herein are delivered to the Purchaser, or if the Seller does not intimate within five days hereof delivery to Purchaser with written objection to said terms and conditions or any part thereof.
- GENERAL No order will be recognized by Purchaser unless issued on the Purchaser’s form of purchase order and the acknowledgement copy thereof duly signed by Seller. In the event of any conflict or inconsistency between the terms and conditions of purchase herein and the terms and conditions contained in any acknowledgment order or in any other form issued by Seller, whether or not any such form has be acknowledged or accepted by Purchaser. Purchase’s terms and conditions herein shall prevail. No waiver, alternation or modification of these terms and conditions shall be binding upon Purchase unless made in writing and signed by a duly authorized representative of Purchaser.
- EXTRA CHARGES No charges of any type including packing, boxing, storage or cartage shall be allowed unless specially agreed to by Purchaser in writing. Any such change is to cover net weight of articles unless otherwise agreed.
- DELIVERY SCHEDULE Unless otherwise agreed in writing, Seller shall not make material commitments. Or production arrangements in excess of the amount or in advance of the time necessary to meet Purchaser’s delivery schedule which Seller acknowledges to have received. Seller shall comply with the delivery dates set forth in the schedule and shall not anticipate Purchaser’s requirements by making advance deliveries unless agreed otherwise. Equipment materials, or articles (herein called “the good “or “goods” shipped to Purchaser in advance of the delivery dates set forth in the schedule may be returned by Purchaser to Seller at Seller’s expense.
- DELAY IN DELIVERY Time is of the essence of this purchase order. If any shipment or delivery is made which is not in all respects in accordance with the provisions of this purchase order or the delivery schedule, Purchaser shall be entitled to reject any shipments or deliveries not then made and cancel this purchase order without any liability to Seller and without prejudice to Purchaser’s rights to claim damages against Seller. Such damages shall include but shall not be limited to the amount of any penalty which Purchaser has been required to pay its customer by reason of late delivery of equipment supplied to such customer by Purchaser when such late delivery was caused by Seller’s failure to make deliveries of the goods in accordance with the delivery schedule of the Purchaser. All expenses of transportation and storage shall be for the Seller’s account.
- VERIFICATION AND RECORDS Purchaser or its consultants / customers shall be afforded the right to perform verifications at Seller’s premises or on receipt, on all goods in order to ascertain whether they comply with the provision of this purchase order. No such verification shall relieve the Seller of its obligations and warranties under these terms and conditions. Quality records shall be maintained for 6 years unless otherwise specified to demonstrate conformance to contractual requirements and the effective operation of the quality system.
- REJECTIONS AND TRANSFER OF RISK If any goods are found at any time to be defective in material or workmanship or otherwise not in conformity with the requirements of this purchase order, in addition to any other rights which it may have under applicable warranties, Purchaser shall have the right to reject and return such goods at Seller’s expense. The Seller shall submit for acceptance by the Purchaser the disposition of non-conformances. All returned goods shall be at Seller’s risk of damage or loss, and Seller shall pay all shipping charges incurred by Purchaser. Payment for any goods shall not prejudice Purchase’s rights to reject them under this paragraph and to claim return of any amounts already paid on account of such goods. The risk attaching to supplies including installation or erection and to services shall transfer to the Purchaser at the time they are successfully tested for acceptance. Seller agrees that Purchaser shall be entitled to deduct any amounts which may become owing by Seller under this section (whether for differences in duty rates or for costs or damages as described above) from the balance owing by Purchaser on any unpaid invoices of Seller.
- COMPLIANCE WITH LAWS, CODES, NORMS AND STANDARDS Seller shall comply with applicable Qatar’s standards and laws and codes, quality system standards and quality assurance requirements, environmental standards and such other technical codes, standards or norms, which the Purchaser may specify in writing.
- WARRANTY All goods sold hereunder and every party of them shall conform to the description by which they are ordered herein and shall be in all respects suitable for the particular purpose or use for which they are purchased by Purchaser. Seller warrants all goods furnished and / or installed by it hereunder to be new and unused (unless otherwise specified in this order), merchantable, all good material and free from defects in design, material and workmanship, and all works done by Seller to be careful and proper and in full compliance with specifications. Seller shall replace without charge any goods which within one year of acceptance by Purchase or startup, whichever is later, shall prove to be defective in workmanship and materials. Seller agrees to defend and indemnify Purchaser against all damages occasioned by or arising as a consequence of any breach of the warrants set forth herein, including the costs of replacing or recalling Purchaser’s equipment which may be damaged or rendered defective by materials furnished or work done in breach of such warranties. Seller agrees that these warranties shall survive acceptance of the goods and services. The warranties set forth above shall not be subject to any disclaimer of warranties or to any limitation of Seller’s liability under this Purchase Order.
- TERMINATION If Seller ceases to conduct its operation in the normal course of business (including inability to meet its obligations as they mature) or if any expenses defend and indemnity Purchaser and its customers against all damages in connection therewith.
- TECHNICAL DATA, SPECIFICATIONS, SOFTWARE, DRAWINGS AND TOOLS All technical data, specifications, software, drawing, support materials, tools, dies, patterns, etc. (herein called “information”) whether supplied by Purchaser or prepared or contracted by Seller as a requirement for completion of this contract, whether or not paid by Purchaser, shall be the property of the Purchaser, shall be considered confidential, and shall not, at any time, whether before, during or after performance of this contract, be disclosed to a third party by Seller without written approval of Purchaser. Upon completion of deliveries hereunder, or upon termination of this contract all such information shall be delivered to Purchaser unless otherwise specified in writing and shall not be utilized, directly or indirectly, by Seller for the use of benefit of Seller or any other person.
- PAYMENT / DISCOUNT TERMS / DUTY Invoices will be paid within sixty (60) days unless a discount is permitted for payments made within another specified period. The time for payment of an invoice, with or without the application of a discount, will being only upon receipt of the statement of accounts by Purchaser. If the submitted invoices is erroneous, the specified period for payment or, if applicable, for discount, will begin only upon receipt by Purchaser of the corrected invoice. Seller shall provide Purchaser with all necessary certificate(s) of origin as well as information pertaining to the origin of all goods qualifying of Qatar customs and duty rates. In the event that Seller fails to provide the necessary certificate(s), Purchaser reserve the right to charge Seller for any difference in duty rates incurred. Seller agrees to reimburse to Purchaser for any costs or damages incurred by Purchaser due to faulty declarations on the certificate(s) of origin submitted by Seller.
- FORCE MAJEURE Neither party shall be liable for any delay or failure of performance due solely to strikes or other causes beyond its control and without its fault or negligence, provided that Seller shall have given notice in writing to Purchaser of any such cause for delay or anticipated delay promptly after first obtaining notice thereof and shall use its best efforts to make deliveries / complete the services as expeditiously as possible taking such cause for delay into account. If Seller should be unable, due to such a cause, to meet all of its delivery commitments for the goods or services ordered herein as they become due, Seller shall not discriminate against Purchaser in favor or any other customer in making deliveries of such goods or services. If Purchaser believes that the delay or anticipated delay in Seller’s deliveries may impair its ability to meet its schedules or may otherwise interfere with its operations. Purchaser may at its option, and without liability to Seller, cancel outstanding deliveries hereunder wholly or in part.
- TAXES A permanent establishment for a non-resident in the Qatar is defined by the Income Tax Law as a permanent place of activity of the non-resident through with it carries out business, in full or in part, including business carried out through an agent. A permanent establishment includes, but is not limited to, a branch of a non-resident company in the State or a non-resident partner in a resident company. The law further elaborates that to consider business carried out through an agent as a permanent establishment, the agent must be authorized to do any of the following: negotiate on behalf of the non – resident; conclude contracts on behalf of the non-resident; and; have a stock of goods on hand in the State to regularly meet the demands of clients on behalf of the non-resident. Tax will be withheld from relevant recipients on the gross invoiced amount. Tax withheld may or may not be a deductible expense for the recipient’s domicile tax regulation. All prices and rates shall be fully inclusive of VAT, as applicable.
- PATENT INFRINGEMENT It is anticipated that the goods to which this purchase order relates will be possessed, used and / or sold by Purchaser and / or its customers. If by reason of any of these acts a suit is brought or threatened for patent infringement (except infringement necessarily resulting from adherence to specifications or drawings originally submitted to Seller by Purchaser) arising out of the manufacture. Use or sale of the goods. Seller shall at its own proceeding under the bankruptcy or insolvency laws is brought by or against Seller, or a receiver for Seller is appointed or applied for, or an assignment for the benefit of creditors is made by Seller, Purchase may terminate this order without liability, except for deliveries previously delivered in accordance with the terms and conditions of this Purchase Order.
- ASSIGNMENT No assignment of this purchase order or of monies due or to become due hereunder shall be made without prior written consent of Purchaser.
- MODIFICATION Purchaser shall have the right to make changes in the purchase order but no additional charges will be allowed unless authorized in writing by Purchaser. If such changes affect the delivery schedule or the amount to be paid by Purchaser, Seller shall notify Purchaser immediately and negotiate an adjustment.
- DOCUMENTS Seller must refer to Purchaser’s Order numbers on all invoices, shipping documents and other writings pertaining to this order and in so doing will be deemed to have accepted the terms and conditions hereof or attached addendum. No documentation will be entertained unless the Purchase Order number is cited.
- GOVERNMENT The laws of the State of Qatar shall govern the validity, interpretation and enforcement of these terms and conditions of purchase and of any contract which these terms and conditions are a part of. Milaha shall verify all certificates and all other documentation submitted. Milaha reserves the right to arrange an introductory meeting with the supplier prior to registration.