1Definitions
For the purposes of these Terms and Conditions:
- Buyer means the company issuing the Purchase Order (PO).
- Supplier means the party supplying the goods and/or services.
- Purchase Order (PO) means the written order issued by the Buyer.
- Goods means all materials, products, equipment, spare parts, and other items supplied under the PO.
- Services means all services performed by the Supplier under the PO.
- Contract means the Purchase Order together with these General Terms and Conditions and any attachments or specifications referenced therein.
2Acceptance of Purchase Order
2.1 The Supplier shall be deemed to have accepted the Purchase Order upon:
- Written acknowledgment of the PO;
- Commencement of work;
- Shipment of goods; or
- Performance of services.
2.2 Any terms and conditions proposed by the Supplier that differ from or add to these GTC shall be ineffective unless expressly accepted in writing by the Buyer.
3Scope of Supply
3.1 The Supplier shall supply the Goods and/or Services in accordance with:
- The Purchase Order;
- Approved specifications and drawings;
- Applicable standards and regulations; and
- Industry best practices.
3.2 The Supplier shall provide all necessary documentation, certificates, manuals, test reports, and quality records required by the Buyer.
4Prices
4.1 Prices stated in the Purchase Order are fixed and firm and shall not be subject to escalation unless expressly agreed in writing.
4.2 The agreed prices include all costs related to:
- Packaging;
- Loading;
- Transportation;
- Insurance;
- Customs duties and taxes (unless otherwise specified);
- Labor and supervision; and
- Any other costs necessary to fulfill the PO.
4.3 No additional charges shall be payable without prior written approval from the Buyer.
5Delivery
5.1 Time is of the essence.
5.2 The Supplier shall deliver the Goods or complete the Services according to the delivery schedule specified in the Purchase Order.
5.3 Partial deliveries shall not be permitted without the Buyer's prior written consent.
5.4 Delivery shall be made to the location specified in the Purchase Order.
5.5 The Supplier shall immediately notify the Buyer of any actual or anticipated delay.
6Packaging and Shipping
6.1 Goods shall be properly packed, marked, and protected against damage during transportation and storage.
6.2 Each shipment shall include:
- Purchase Order number;
- Description of Goods;
- Quantity;
- Packing list;
- Delivery note; and
- Relevant certificates, where applicable.
6.3 The Supplier shall be responsible for all losses resulting from improper packaging.
7Inspection and Acceptance
7.1 The Buyer shall have the right to inspect and test the Goods at any reasonable time.
7.2 Inspection, testing, payment, or receipt of Goods shall not constitute acceptance.
7.3 The Buyer may reject any Goods or Services that:
- Do not conform to specifications;
- Are defective;
- Are damaged; or
- Fail inspection requirements.
7.4 Rejected Goods shall be removed and replaced by the Supplier at its own expense.
8Quality Requirements
8.1 The Supplier warrants that all Goods:
- Are new and unused;
- Are free from defects in design, materials, and workmanship;
- Comply with applicable laws and standards; and
- Are fit for their intended purpose.
8.2 The Supplier shall maintain an effective quality management system.
8.3 The Buyer reserves the right to audit the Supplier's quality system upon reasonable notice.
9Warranty
9.1 Unless otherwise specified in the Purchase Order, the Supplier warrants the Goods and Services for a minimum period of twelve (12) months from commissioning or eighteen (18) months from delivery, whichever occurs first.
9.2 During the warranty period, the Supplier shall promptly repair, replace, or re-perform defective Goods or Services at no additional cost to the Buyer.
9.3 The warranty period shall recommence for repaired or replaced Goods.
10Invoicing and Payment
10.1 Invoices shall reference:
- Purchase Order number;
- Delivery note number;
- Description of Goods/Services;
- Quantities and prices.
10.2 Payment shall be made in accordance with the payment terms specified in the Purchase Order.
10.3 The Buyer may withhold payment for:
- Defective Goods;
- Incomplete Services;
- Missing documentation; or
- Disputed amounts.
10.4 Payment shall not constitute acceptance of Goods or Services.
11Changes
11.1 The Buyer may request changes to:
- Quantities;
- Specifications;
- Delivery schedules;
- Scope of work.
11.2 Any change affecting price or delivery shall be documented through a written amendment or change order approved by the Buyer.
12Delays and Liquidated Damages
12.1 If the Supplier fails to meet delivery obligations, the Buyer may claim liquidated damages.
12.2 Unless otherwise stated in the Purchase Order, liquidated damages shall be:
- 1% of the delayed portion of the Purchase Order value per week of delay;
- Up to a maximum of 10% of the total Purchase Order value.
12.3 The payment of liquidated damages shall not relieve the Supplier from its contractual obligations.
13Risk and Title
13.1 Title to Goods shall pass to the Buyer upon delivery and acceptance, unless otherwise specified.
13.2 Risk of loss or damage shall remain with the Supplier until delivery and acceptance by the Buyer.
14Health, Safety and Environment (HSE)
14.1 The Supplier shall comply with all applicable health, safety, and environmental laws and regulations.
14.2 Supplier personnel working on the Buyer's premises shall comply with the Buyer's HSE requirements and site rules.
14.3 The Supplier shall immediately report any accident, injury, or environmental incident.
15Compliance with Laws
15.1 The Supplier shall comply with all applicable:
- Laws;
- Regulations;
- Codes;
- Industry standards.
15.2 The Supplier shall obtain and maintain all licenses, permits, and approvals necessary to perform its obligations.
16Ethics and Anti-Bribery
16.1 The Supplier shall comply with all applicable anti-corruption and anti-bribery laws.
16.2 The Supplier shall not:
- Offer or accept bribes;
- Provide improper gifts or benefits;
- Engage in fraudulent practices.
16.3 Any violation may result in immediate termination of the Purchase Order.
17Confidentiality
17.1 The Supplier shall keep confidential all information received from the Buyer.
17.2 Confidential information shall not be disclosed to any third party without prior written consent.
17.3 This obligation shall survive the completion or termination of the Purchase Order for five (5) years.
18Intellectual Property
18.1 All drawings, specifications, documents, and information provided by the Buyer remain the Buyer's property.
18.2 Any intellectual property created specifically for the Buyer under the Purchase Order shall become the property of the Buyer unless otherwise agreed in writing.
18.3 The Supplier warrants that the Goods and Services do not infringe any third-party intellectual property rights.
19Indemnification
19.1 The Supplier shall indemnify and hold harmless the Buyer from all claims, losses, damages, liabilities, costs, and expenses arising from:
- Supplier negligence;
- Defective Goods;
- Intellectual property infringement;
- Breach of contract; or
- Violation of applicable laws.
20Insurance
20.1 The Supplier shall maintain adequate insurance coverage, including:
- General liability insurance;
- Employer's liability/workers' compensation;
- Product liability insurance;
- Automobile liability insurance (where applicable).
20.2 Evidence of insurance shall be provided upon request.
21Force Majeure
21.1 Neither party shall be liable for delays caused by events beyond its reasonable control, including:
- Natural disasters;
- War;
- Terrorism;
- Government restrictions;
- Epidemics;
- Strikes affecting entire industries.
21.2 The affected party shall notify the other party promptly.
21.3 If a force majeure event continues for more than sixty (60) days, the Buyer may terminate the Purchase Order without liability.
22Suspension
22.1 The Buyer may suspend performance of the Purchase Order at any time by written notice.
22.2 The Supplier shall take reasonable measures to minimize costs during the suspension period.
23Termination
23.1 The Buyer may terminate the Purchase Order for convenience by written notice.
23.2 The Buyer may immediately terminate the Purchase Order if the Supplier:
- Becomes insolvent;
- Commits a material breach;
- Fails to comply with applicable laws;
- Fails to meet quality or delivery requirements.
23.3 Upon termination, the Supplier shall cease work and deliver all completed work to the Buyer.
24Assignment and Subcontracting
24.1 The Supplier shall not assign, transfer, or subcontract any part of the Purchase Order without the Buyer's prior written approval.
24.2 Approval of a subcontractor shall not relieve the Supplier of its obligations.
25Audit Rights
25.1 The Buyer may audit records related to the Purchase Order to verify compliance, pricing, and performance.
25.2 Relevant records shall be retained for at least five (5) years after completion of the Purchase Order.
26Governing Law and Dispute Resolution
26.1 The Purchase Order shall be governed by the laws and regulations of the Kingdom of Saudi Arabia
26.2 The parties shall first attempt to resolve disputes amicably through negotiation.
26.3 If unresolved, disputes shall be referred to the competent courts or arbitration as specified in the Purchase Order.
27Severability
If any provision of these Terms and Conditions is found invalid or unenforceable, the remaining provisions shall remain in full force and effect.
28Entire Agreement
These General Terms and Conditions, together with the Purchase Order and its attachments, constitute the entire agreement between the parties and supersede all prior discussions, proposals, and correspondence relating to the subject matter.
29Language
In the event of any discrepancy between different language versions of the Purchase Order and these Terms and Conditions, the English version shall prevail unless otherwise stated.
30Supplier Code of Conduct
The Supplier shall conduct its business in a manner consistent with:
- Ethical business practices;
- Human rights principles;
- Environmental responsibility;
- Labor laws;
- Anti-discrimination requirements; and
- Applicable sustainability standards.
The Buyer reserves the right to assess Supplier compliance with these requirements.