Terms and Conditions of Purchase

1. Definitions.

 

“Adulterated” means that it bears or contains any poisonous or deleterious substances which may render it injurious to users under the conditions of use prescribed in the labeling thereof, or under the conditions of use as are customary or usual.

 

“Affiliate” any entity which directly or indirectly Controls, is Controlled by, or is under common Control with a Party, where, where "Control" and derivative terms mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.

 

“Delivery Date” means the deadline, delivery or performance date for the Products in the Order Details or Supplemental Agreement.

“Change Orders” means a change to the Purchase Order such as to alter, amend, omit, add to, or otherwise to change the Order Details.

“Goods” means any goods, deliverables, and/or any other materials ordered by Purchaser from Supplier pursuant to the Purchase Order.

 

“Laws” means (a) all constitutions, treaties, laws, statutes, codes, ordinances, orders, decrees, rules, regulations and municipal by-laws, whether domestic, foreign or international, (b) all judgments, orders, writs, injunctions, decisions, rulings and decrees of any competent authority, (c) all policies, practices and guidelines of any competent authority which, although not actually having the force of law, are considered by such authority as requiring compliance as if having the force of law, and (d) all industry guidelines, policies, codes of practice and standards relating to, or having jurisdiction over, any Product or Services.

 

“Order Details” means any of the following details on the face of the Purchase Order: Product description, quantity, unit price, Delivery Date, Delivery Point, delivery terms, and payment terms.

 

“Parties” means Purchaser and Supplier, and “Party” means Purchaser or Supplier, as applicable.

“Personal Data” any data or information of an identified or identifiable natural person.

“Products” means Goods and/or Services, as applicable.

“Purchase Order” means the applicable written purchase order issued by Purchaser to Supplier for Products, including the Order Details and these Terms and Conditions.

“Purchaser or Unilabs” means [Unilabs Middle East LLC]

 

“Purchaser Confidential Information” means all information provided by Purchaser or its Affiliates to Supplier in writing, orally, visually and/or in another form or any information seen or heard while on the premises of Purchaser or its Affiliates, including, information relating to products, customers, suppliers, data, processes, prototypes, samples, plans, marketing plans, reports, forecasts, technical, financial, commercial and personal information, research, research results, strategies, and trade secrets. Purchaser Confidential Information shall not include any information which (i) is known to Supplier before receipt thereof in connection with the Purchase Order, as evidenced by Supplier’s written records; (ii) is disclosed to Supplier without restriction by a third party which third party has a legal right to make such disclosure; (iii) is or becomes part of the public domain through no fault of Supplier; or (iv) is independently developed by or for Supplier without use of the Purchaser Confidential Information, as evidenced by Supplier’s written records.

 

“Sanctions” has the meaning stated in Section 36.

“Services” means any services ordered by Purchaser from Supplier pursuant to the Purchase Order.

“Supplier” means the supplier or service provider to which Purchaser issues the Purchase Order, as identified in the Order Details.

“Supplemental Agreement” means any separate supply, services or other written agreement signed by Purchaser and Supplier governing the purchase of Products.

“Terms and Conditions” means these terms and conditions.

 

“Warranty Period” has the meaning stated in the Order Details, and if no period is stated, it means twelve (12) months from delivery.

2. Acceptance of Terms. Purchaser’s order for Products is expressly conditioned upon Supplier’s acceptance of the Purchase Order. If Supplier ships or delivers any Goods or performs any Services, Supplier will be deemed to have agreed to the Purchase Order.

 

1. 1. Other terms and conditions (including any terms and conditions unilaterally proposed by Supplier whether in Supplier’s quotations, acknowledgements, acceptances, specifications or similar documents or terms implied by trade, custom, practice or course of dealing) are hereby expressly rejected by Purchaser and Supplier waives any right which it might have to rely on such terms or conditions.

 

1. 2. Failure by Purchaser to object to any other term or condition, and/or Purchaser’s acceptance of any Products, shall not be deemed acceptance of Supplier’s terms or conditions. Any deviations from the Terms and Conditions may be agreed only explicitly and in writing.

 

3. Order of Precedence. In the event of a conflict between the Order Details and the Terms and Conditions, the Order Details will prevail.

 

4. Cancellation. Purchaser may at any time terminate, cancel or suspend all or any part of the Purchase Order        without cause or for cause immediately upon written notice to Supplier and without incurring any liability to Supplier. Any such termination or cancellation shall not affect any rights or obligations that have previously accrued.

 

5. Changes. Purchaser may issue Change Orders to Supplier, and Supplier shall carry out such Change Orders. If any Change Order causes an increase or decrease in the cost of, or the time required for the performance of, any Products, an equitable adjustment shall be made in the purchase price and/or Delivery Date in writing. Any Supplier claim for adjustment under this Clause will be deemed waived unless asserted within five (5) calendar days from Supplier’s receipt of the Change Order. Change Orders requested by Supplier only become effective after written confirmation by Purchaser. Without prejudice to the foregoing, Supplier is not entitled to change the composition, the characteristics and/or the packaging of the Products without the Purchaser’s prior written approval, and Supplier shall be liable for any and all damages resulting from such change.

 

6. Price. The price for any Product must be equal to or less than the price indicated in the Order Details unless otherwise agreed to by Purchaser in writing. Unless otherwise specified in the Order Details, Prices shall be fixed. Prices shall cover all activities and ancillary costs required to deliver the Goods or perform the Services. This includes costs for manufacturing, processing, warehousing, packaging and returning any returnable packaging.

 

7. Payment Terms. Purchaser will make undisputed payments for Products that meet all applicable requirements set forth in the Purchase Order within the payment terms specified in the Order Details (if none 90 days) and after the later of: (a) receipt of the Goods or completion of performance of the Services identified in the Purchase Order; (b) receipt of a properly completed invoice; and (c) if Goods, receipt of appropriate shipping documents. Supplier shall submit invoices in an auditable form, complying with applicable Laws, generally accepted accounting principles and the specific Purchaser requirements, containing the following minimum information: Supplier name, address and reference person including contact details; invoice date; invoice number; Purchase Order number and Supplier number; Purchaser name and address; quantity; specification of Goods and/or Services; price (total amount invoiced); currency; tax or VAT amount; tax or VAT number; Authorized Economic Operator and/or Approved Ex-porter Authorization number and/or other customs identification number, if applicable; payment terms as agreed. Payment shall be made in the country in which Supplier is registered, to a bank account in the name of Supplier and in currency in which the Price is stated in the Order Details. Purchaser may withhold payment of any amounts that it disputes in good faith. Payment of an invoice shall not constitute acceptance of any Products, and the invoice will be adjusted for any errors, shortages and defects. Any billing dispute will not be cause for Supplier’s non-delivery of Goods or non-performance of Services.

 

8. Reimbursement of Expenses. Any reimbursement of Supplier’s expenses must be agreed upon in advance in writing by Purchaser and shall be at cost.

 

9. Hourly Rates. Services charged on the basis of hourly rates require written confirmation of Supplier’s time sheets by Purchaser. Supplier shall submit such time sheets to Purchaser for confirmation as may be instructed by Purchaser but latest together with any related invoice. Confirmation of time sheets cannot be construed as acknowledgement of any claims. Purchaser is not obliged to pay invoices based on time sheets which are not confirmed by Purchaser in writing.

 

10. Setoff. Purchaser may deduct any amount owed by Supplier to Purchaser or its Affiliates from any amount payable by Purchaser or its Affiliates.
11. Tax. Each Party will be responsible, as required under applicable Law, for identifying and paying all taxes that are imposed on that Party with respect to the transactions and payments under the Purchase Order. Supplier may charge, and Purchaser will pay, applicable sales, use, value added and services taxes (“Indirect Taxes”) that Supplier is legally obligated to collect from Purchaser. Notwithstanding any other language herein, where any payment payable by Purchaser to Supplier pursuant to the Purchase Order is subject to any withholding or similar tax, Purchaser shall be entitled to pay the applicable withholding or similar tax to the appropriate authority and deduct the amount paid from the amount due to Supplier.

 

12. Representations and Warranties.

 

1. 1. Supplier covenants, represents and warrants that:

 

1. 1. 1. it will comply with (A) all applicable Laws, including  those related to customs, anti-boycott, trade embargo, Sanctions, import/export control, proofs of origin, immigration, privacy, labeling, environmental, hazardous materials, restricted substances, conflict materials, health, safety and labor, including product safety, child welfare, wage and hour, anti-kickback and similar applicable Laws, and (B) applicable Purchaser policies while on Purchaser’s or its Affiliates’ premises;

 

1. 1. 2. it has and will maintain all permits, licenses and registrations as necessary in connection with its sale of Goods or performance of Services;

 

1. 1. 3. the Goods (A) during the Warranty Period will be safe, free from defects in manufacturing, design, workmanship, and materials; (B) will not be Adulterated or falsely or misleading labeled; (C) during the Warranty Period will conform with applicable requirements, specifications and quality standards identified in the Purchase Order and/or Supplemental Agreement; (D) when delivered will be free and clear of all liens, claims and encumbrances and other claims against title; (E) will be of merchantable quality, new and unused (unless otherwise specified in the Purchase Order and/or Supplemental Agreement), and fit and suitable for the purposes intended by Purchaser (if Supplier is unaware of that purpose at the time of acceptance, it must obtain information on that purpose in writing from the Purchaser in advance); (F) and any Work Product (as defined in Section 29) will not infringe or misappropriate any third party’s patent, trademark, trade name, service mark, copyright, trade secret or other intellectual property rights;

 

1. 2. it will perform all Services in a competent, professional and workmanlike manner consistent with industry practices relating to the Services, and it has the required qualifications, resources and expertise to perform the Services.

 

13. Breach of Warranty. In the event a Product fails to meet the warranties above or otherwise fails to conform to the Purchase Order or any Supplemental Agreement, Purchaser may at its option: (a) request a full refund of any amount paid and cancel any outstanding Purchase Orders for the non-conforming Products, and, if Goods, return them to Supplier, at Supplier’s sole cost and expense; or (b) request that Supplier repair or replace non-conforming Goods or re-perform non-conforming Services as quickly as reasonably possible, as Purchaser directs, at Supplier’s sole cost and expense.

 

14. Delivery Terms. Unless another term is stated in the Order Details, the Goods shall be shipped in accordance with INCOTERMS 2020 DDP, to the location stated in the Order Details or otherwise specified in writing by Purchaser (“Delivery Point”). The Services shall be provided in the location stated in the Order Details. The Goods shall be delivered, and Services shall be provided, during Customer’s business hours unless otherwise requested by Purchaser.

 

15. Title and Risk. Title to and ownership of the Goods shall transfer to Purchaser at the Delivery Point. Risk in the Goods shall pass in accordance with the agreed delivery term.

 

16. Shipping. Supplier shall ensure that each shipment of Goods delivered contains, as applicable, a reference to the Purchase Order number, a packaging list containing the quantity, a description and Purchaser’s article number as indicated in the Order Details, and where applicable a valid Certificate of Origin, a valid Certificate of Analysis or Certificate of Conformance with the related specifications and Supplier’s product code/list number, and the tariff classification code number. Purchaser reserves the right to refuse delivery of any Goods without these documents. Shipments must equal the quantity ordered, unless otherwise agreed by Purchaser in writing.

 

17. Over-shipments. Quantities in excess of the Purchase Order quantity must be approved by Purchaser in writing under a separate Purchaser Order prior to shipment. Purchaser shall have no obligation to accept over-shipments. In the event of an over-shipment Purchaser may, at its option: (i) retain Goods shipped in excess of the quantities stated in a Purchase Order, at the price set forth in such Purchase Order, (ii) return such items to Supplier at Supplier’s risk and expense, or (iii) place into storage the excess quantities of Goods, at Seller’s expense, until such time as Purchaser may need them.   

 

18. Cargo Safety & Security Requirements. Supplier will package, load and ship the Goods in accordance with any requirements provided by Purchaser. In the absence of such requirements, Supplier will package, load and ship the Goods in a manner sufficient to prevent damage to, or loss of, the Goods (during shipment, unloading and delivery) and in accordance with applicable Laws on transportation of dangerous goods. Upon request, Supplier must provide a security profile and memorandum of understanding confirming Supplier’s commitment to a secure supply chain. Furthermore, Supplier must only use transportation service providers that are certified under a supply chain security program.

 

19. Composition Data. For any Product, including, but not limited to, any substance, preparation or article (including any electric or electronic equipment or sub-assembly or component part thereof), supplied by Supplier, Supplier must, at its sole cost and expense, provide promptly upon request applicable safety data sheets, composition data, chemical reports, data composition or similar technical or other supporting documentation indicating the chemical composition of the Goods.

 

20. Time of the Essence. Time is of the essence for the supply of all Goods and the performance of all Services. Supplier will furnish sufficient resources, including labor, material, and equipment, to meet the Delivery Date, at no additional charge to Purchaser.

 

21. Failure to Deliver. If Supplier does not deliver the Goods or perform the Services by the applicable Delivery Date, Supplier will be liable to Purchaser for any losses, including liquidated damages set forth in the Order Details and, if no liquidated damages have been agreed, Cover Damages. If Purchaser elects not to cancel, upon Purchaser’s request, Supplier will expedite delivery or performance at Supplier’s sole cost and expense. “Cover Damages” means an amount equal to (a) the positive net amount, if any, by which the Replacement Price exceeds the applicable price that would have been paid pursuant to the Purchase Order, multiplied by the quantity of the delivery shortfall. “Replacement Price” means the price at which Purchaser buys replacement products (plus transactions and other administrative costs incurred by Purchaser in buying replacements), provided that if Purchaser does not buy replacement products, the Replacement Price is the market value of the Products at the time of the delivery shortfall.

 

22. Acceptance. Delivery of Goods or provision of Services shall not be deemed to be acceptance of such Goods or Services by Purchaser. Purchaser shall have reasonable time to inspect or test the Goods and/or Services and to report any defects to Supplier. If a defect in the Goods and/or Services was not reasonably detectable during the inspection, Purchaser shall have reasonable time to provide notice of such defect after it has become apparent and/or to reject the Goods and/or Services. The Parties may agree on a certain acceptance procedure, in which case acceptance will be subject to Purchaser’s written acceptance statement. Supplier shall inform Purchaser in writing within a reasonable time period in advance when the Goods and/or Services are ready for acceptance.

 

23. Indemnification. Supplier shall, at its own cost and expense,  indemnify and hold harmless Purchaser and its Affiliates and their respective employees, directors, officers, agents and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including attorneys’ fees and expenses), suits, proceedings or claims arising out of or in any way related to: (a) Supplier’s negligence, recklessness, willful misconduct, or intentional or wrongful conduct, including in the design, development, manufacture or shipment of any Product; (b) Supplier’s breach of the Purchase Order; (c) any actual or alleged infringement or misappropriation of patent, trademark, trade name, service mark, copyright, trade secret or other intellectual property rights with respect to a Product; or (d) death of, or injury to, any person, damage to any property, or any other damage or loss, suffered by any person or party, resulting or claimed to result, in whole or in part, from (i) any actual or alleged defect in a Product, whether latent or patent, including actual or alleged improper construction or design, (ii) any failure to conform to the Product specifications, or with any warranty, or (iii) any claim of strict liability (or similar legal theory) or tort related to any Product.

 

24. Insurance. In support of its indemnity obligations hereunder, Supplier will purchase and maintain, at its own cost and expense, commercial and liability insurance coverage, and shall require its contractors and subcontractors to similarly maintain insurance, with insurers licensed to provide coverage in the jurisdiction where Supplier is domiciled or the jurisdictions where such entity will perform any obligations hereunder. Such insurance shall be in amounts and against such risks as are typically carried by other vendors of similar size and operations, but in no event shall such insurance be less than that required by applicable Law  and such insurance shall include: (a) commercial general liability insurance, including products liability and contractual liability; (b) workers compensation  insurance as required by applicable Law; and (c) in the event consulting Services are provided, professional liability insurance. [With respect to requirements in (a) and (c), Supplier shall include Purchaser and its Affiliates as additional insureds.] Supplier will provide thirty (30) days’ advance notice in the event of any cancellation, non-renewal, or material modifications of this required insurance. The minimum insurance requirements set forth in this section do not in any way limit any indemnity obligation or other liability of Supplier.

 

25. Limitation of Liability. PURCHASER AND ITS AFFILIATES WILL NOT BE LIABLE TO SUPPLIER OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOST TIME, LOST PROFITS OR LOST SALES) ARISING FROM ANY TRANSACTIONS UNDER THE PURCHASE ORDER OR ANY SUPPLEMENTAL AGREEMENT.

 

26. Confidential Information. Supplier shall not use any Purchaser Confidential Information except to the extent necessary to carry out its obligations hereunder. Supplier shall keep Purchaser Confidential Information confidential and not disclose Purchaser Confidential Information to any third party unless compelled to do so  by judicial or administrative process or, in the opinion of counsel, by the requirements of applicable Law or with Purchaser's prior written consent. Supplier will treat all Purchaser Confidential Information with the same degree of care as Supplier accords its own confidential information, but in no event with less than reasonable care.

 

27. Publicity. Supplier will not  use Unilabs' or its Affiliates’ names, logos or other indicia in any publicity or advertising, announcement, brochure, customer list or website, without prior written consent from Purchaser.

 

28. Privacy. If Purchaser discloses Personal Data to Supplier, Supplier shall comply with all applicable data protection Laws.

 

1. 1. Supplier shall apply appropriate physical, technical and organizational measures to ensure a level of security of Personal Data appropriate to the respective risk and the ability to ensure the ongoing confidentiality, integrity, availability and resilience of processing systems and services. Supplier will immediately inform the Purchaser in writing of any data security or data privacy breach.

 

1. 2. Supplier agrees that it will not withhold or delay its consent to any changes to this Section 28 which in Purchaser’s reasonable opinion are required to be made in order to comply with applicable data protection Laws and/or with guidelines and advice from any competent supervisory authority, and agrees to implement any such changes at no additional cost to Purchaser.

 

28. 3. Supplier acknowledges that the processing of Personal Data in accordance with the Purchaser Order may require the conclusion of additional data processing or data protection agreements with Purchaser or its Affiliates. To the extent such additional agreements are not initially concluded as part of the Purchaser Order, Supplier, its relevant Affiliates shall upon Purchaser’s request promptly enter into any such agreement, as designated by Purchaser (in the form available at ●) and as required by mandatory Law or a competent data protection authority.
29. Ownership of Developments. All reports, data, communications, material, information, deliverables, inventions, discoveries, or improvements reduced to practice, made or developed by Supplier in connection with the Purchase Order (“Work Product”) shall be promptly disclosed to, and be the sole property of, Purchaser. Supplier hereby assigns to Purchaser all right, title and interest in Work Product without any obligation on Purchaser to pay royalties or other remuneration for the Work Product. To the extent the foregoing is copyrightable, it shall be deemed a “Work Made for Hire” under the applicable copyright Law and shall become and remain the sole property of Purchaser, if not, then Supplier hereby assigns such Work Product to Purchaser.

 

30. Pre-existing Intellectual Property. Notwithstanding the above, neither Purchaser nor Supplier shall acquire ownership of any materials, information, know-how, tools, models, methodologies, techniques and/or other intellectual property owned by the other Party, the other Party’s respective Affiliates or licensors independent of the Purchase Order (collectively, “Pre-existing Intellectual Property”).

 

31. License. Supplier hereby grants to Purchaser and its Affiliates a non-exclusive, irrevocable, paid-up, royalty-free worldwide license to use, modify, and enhance the Pre-existing Intellectual Property (including the right to sublicense) to the extent that such license is required to enable Purchaser and its Affiliates to make use of or otherwise exploit the Products, including Work Product.

 

32. Audit. To verify Supplier’s compliance with the Purchase Order, Purchaser and its representatives will have the right, at reasonable times and places and upon reasonable notice, to (a) inspect all facilities, resources and procedures employed by Supplier in manufacturing or providing the Products; and (b) examine all books and records relating to the Products.

 

33. Remedies Not Exclusive. The rights and remedies of Purchaser provided under these Terms and Conditions are cumulative and not exclusive, and are in addition to any other rights and remedies provided at Law .

 

34. Independent Contractor. The relationship of the Parties is that of independent contractors. The Parties will not be deemed partners or joint venturers, nor will one Party be deemed an agent or employee of the other Party. Purchaser and its Affiliates remain free of any responsibility or liability for labour, social security or taxes with respect to Supplier and its employees assigned to the execution of the Purchaser Order. Neither Party has any express or implied right to assume or create any obligation on behalf of, or in the name of, the other Party or to bind the other Party to any contract, agreement or undertaking with any third party, and no conduct of a Party shall be deemed to imply such right.

 

35. Anti-corruption. Supplier covenants, represents and warrants that: (i) it is now in compliance with and shall continue to comply with, all applicable Laws related to anti-corruption; (ii) neither it nor any persons employed or acting on its behalf (including employees, directors, agents, consultants, or subcontractors) will (A) (1) give, offer or promise to give, or (2) accept, receive, or agree to accept or receive, directly or indirectly, anything else of value in any form to any person to secure a business advantage, to obtain or retain a business advantage, or to direct business to, or away from, any person or entity; or (B) provide any facilitation, expediting or grease payment to any official or employee of an Authority to expedite or secure the performance of routine competent authority actions; and (iii) neither it nor any owner, partner, officer, director or employee of Supplier or of its Affiliates (collectively, “Representatives”) is an official or employee of any competent authority, except as otherwise disclosed by Supplier to Purchaser in writing prior to the date indicated in the Order Details. Supplier will notify Purchaser in writing prior to any Representative becoming an official or employee of a competent authority, and such individual will not perform Services without Purchaser’s prior written consent.

 

1. 1. Supplier herewith acknowledges and confirms that Supplier has received a copy of Unilabs’s Code of Conduct or has been provided information on how to access it online under ●. Supplier agrees to perform its contractual obligations in accordance with Unilabs Codes of Conduct.

 

1. 2. Any violation of an obligation contained in this Section 35 is a material breach of the Purchase Order and entitles Purchaser to terminate the Purchase Order with immediate effect and without prejudice to any further rights or remedies available thereunder or at Law. Notwithstanding anything to the contrary in the Purchase Order, Supplier shall, without any limitations, indemnify and hold harmless Purchaser for all liabilities, damages, cost or expenses incurred by Purchaser as a result of any such violation and/or termination.

 

36. Sanctions. Supplier covenants, represents and warrants that: (i) it is now in compliance with and shall continue to comply with, all applicable Laws related to Sanctions; (ii) that no goods, materials, equipment, components, parts, technology, or services that are or will be included in, or provided in connection with the Products originate in any country or region that is subject to Sanctions; (iii) none of the Supplier or any of its Affiliates, is nor will be located or organized in, or conducts business in, a country or territory that is the subject of Sanctions; (iii) none of the Supplier, any of its Affiliates or, their respective directors, officers, employees, or persons acting on behalf of the Supplier or of its Affiliates, is an individual or entity that is, or is owned or controlled by one or more individuals or entities that are (a) the subject or target of any Sanctions, or (b) engaged in any transactions, with any individual or entity that is the subject of Sanctions or that in any other manner will result in a violation by Supplier or by Purchaser of applicable Sanctions.

 

1. 1. If any of the representations and warranties under this Section 36 are or become untrue, it is Supplier’s responsibility to promptly inform Purchaser in writing of the particulars of such restrictions.

 

1. 2. “Sanctions” means any economic sanctions, trade sanctions, financial sanctions, and other sanctions laws (whether currently existing or implemented in the future) administered or enforced by the United States Government (including, without limitation, OFAC) or any US state, the United Nations Security Council, the European Union or any European Union member state, the United Kingdom or any other governmental authority with jurisdiction over Purchaser or any of their affiliates. “Sanctions” include, without limitation, OFAC’s List of Specially Designated Nationals, the Investment Ban List, the United Nations Security Council Consolidated List, the EU Consolidated List, and or any similar list enforced by any other relevant sanctions authority.

 

1. 3. Any violation of any covenants contained in this Section 36 is a material breach of the Purchase Order and entitles Purchaser to terminate the Purchase Order with immediate effect and without prejudice to any further rights or remedies available thereunder or at Law. Notwithstanding anything to the contrary in the Purchase Order, Supplier shall, without any limitations, indemnify and hold harmless Purchaser for all liabilities, damages, cost or expenses incurred as a result of any such violation and/or termination.

 

37. Force Majeure. Neither Party will be liable for any delay or failure to perform its obligations under the Purchaser Order if the delay or failure results from an event of Force Majeure. “Force Majeure” means an event that was not foreseeable by the affected Party at the time of acceptance of the Purchaser Order, is unavoidable and outside the reasonable control of the affected Party, provided that it cannot overcome such event despite all reasonable efforts, and that it provides notice to the other Party within five (5) calendar days from occurrence of the Force Majeure event. The affected Party shall use reasonable efforts to minimize the effects of the Force Majeure event.

 

38. Assignment. Supplier shall not assign the Purchase Order without Purchaser’s prior written consent, which Purchaser may withhold in its sole discretion, and any attempted assignment without Purchaser’s consent will be void. Any permitted assignee shall assume in writing all obligations of Supplier under the Purchase Order and any Supplemental Agreement; provided, however, that Supplier shall remain primarily liable for such obligations. Purchaser may assign the Purchase Order without the consent of Supplier. The Purchase Order will be binding upon and inure to the benefit of the permitted assigns of each Party.

 

39. Subcontracting. Supplier will not subcontract or delegate any duty under the Purchase Order without Purchaser’s prior written consent, which Purchaser may withhold in its sole discretion. Supplier will remain responsible and liable for the acts and omissions of any subcontractor as if such activities had been performed by Supplier.

 

40. Third Party Beneficiary. Purchaser Affiliates are intended third party beneficiaries of these Terms and Conditions. Nothing in these Terms and Conditions is intended to, or shall, confer any right, benefit or remedy of any nature whatsoever upon any third party other than Purchaser Affiliates.

 

41. Entire Agreement. The Purchase Order and, if applicable, any Supplemental Agreement, contains the entire agreement between the Parties with respect to its subject matter, and supersedes all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter.

 

42. Amendment. Any modification to the Purchase Order must be in writing and signed by an authorized representative of each Party.
43. Governing Law. The Purchase Order shall be governed by the Laws of England and Wales without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.

 

44. Dispute Resolution.

 

1. 1. If a dispute arises between the Parties regarding the Purchase Order, the Parties will attempt to resolve such dispute in good faith by direct negotiation by representatives of each Party. If such negotiation does not resolve the matter within twenty-eight (28) days after notice of the dispute is given, the matter will be resolved and finally settled by arbitration in accordance with the Rules of the Dubai International Arbitration Centre (the Rules), which are deemed to be incorporated by reference into this Clause. The number of arbitrators will be one; the legal seat of the arbitration will be the Dubai International Finance Centre; the place at which the arbitration takes place will be Dubai, UAE; and the language to be used in the arbitral proceedings will be English.

 

1. 2. The Parties agree and acknowledge that any dispute and arbitral proceedings may take longer than six (6) months and the Parties agree and acknowledge that in the event that a dispute and/or arbitral proceedings takes longer than six (6) months, such circumstance shall not form the basis of a procedural challenge to any arbitral award that is subsequently delivered.

 

45. Interpretation. Any use of the word “including” in these Terms and Conditions means “including without limitation.” Unless otherwise specified in a particular case, the word “days” refers to calendar days. The headings of the sections of these Terms and Conditions have been added for the convenience of the Parties and shall not be deemed a part hereof.
46. Notice. Any notices required or permitted under the Purchase Order will be in writing, will refer specifically to the Purchase Order, and will be sent by recognized national or international overnight courier or registered or certified mail, postage prepaid, return receipt requested, or delivered by hand to the address set forth in the Order Details. Notices under the Purchase Order will be deemed to be duly given: (a) when delivered by hand; (b) two days after deposit with a recognized national or international courier; or (c) on the delivery date indicated in the return receipt for registered or certified mail. A Party may change its contact information immediately upon written notice to the other Party in accordance with this section.

 

47. Recall Notice. Supplier must immediately notify Purchaser in writing of any recall that impacts the Goods. Supplier will reimburse Purchaser for any losses, damages, liabilities, costs and expenses incurred by Purchaser or its Affiliates in connection with any such recall.

 

48. Waiver. Any waiver by Purchaser of any rights or obligations under the Purchase Order must be in writing and signed by Purchaser’s authorized representative, and such waiver will not apply to any other rights or obligations. Any acceptance or payment of all or any part of the purchase price for the Products by Purchaser does not constitute a waiver of any of the rights of Purchaser.

 

49. Severability. If any provision of the Terms and Conditions or Supplemental Agreement is held to be invalid or unenforceable, the other provisions will not be affected by such invalidity or unenforceability.

 

50. Survival. All provisions of the Purchase Order that by their nature should survive termination or cancellation, including those regarding audit, indemnification, confidentiality, and warranties, as well as any accrued obligations, will survive any termination or cancellation of the Purchase Order; warranties survive any delivery or performance by Supplier or inspection, acceptance or payment for the Products by Purchaser.

 

51. Language. The Parties have requested that the Purchase Order and all correspondence and all documentation relating to the Purchase Order, be written in the English language.
52. Electronic Signature. The Parties acknowledge electronic signature (e. g. Adobe Sign), applied by authorized persons, to be sufficient and binding for any documents related to the Contract, including, without limitation, documents for which the Contract requires written form, or which require to be signed by the Parties.