ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 2 of 14
SUPPLY CHAIN MANAGEMENT
TABLE OF CONTENTS
Clause No
Description
Page No.
Administration & Approval ..................................................................................... 3
1.
DEFINITIONS ....................................................................................... 4
2.
ENTIRE AGREEMENT ......................................................................... 4
3.
SELLER’S UNDERSTANDING ............................................................ 4
4.
PRICE AND TERMS OF PAYMENT .................................................... 5
5.
CHANGES ........................................................................................... 5
6.
EXPEDITING AND REPORT ............................................................... 5
7.
INSPECTION AND TESTING ............................................................... 6
8.
MARKING ............................................................................................ 6
9.
PACKING AND PROTECTION ............................................................ 6
10.
DAMAGES FOR DELAY IN DELIVERY............................................... 6
11.
ACKNOWLEDGEMENT AND ACCEPTANCE ..................................... 6
12.
CONSEQUENTIAL LOSS .................................................................... 6
13.
SERVICES ........................................................................................... 6
14.
WARRANTIES ..................................................................................... 7
15.
LIABILITY AND INSURANCE .............................................................. 8
16.
LICENCES AND PERMITS .................................................................. 8
17.
CONFIDENTIALITY AND PUBLICITY ................................................. 8
18.
SUBCONTRACTORS .......................................................................... 8
19.
PATENT OF DESIGN INDEMNITY ...................................................... 9
20.
TITLE AND RISK ................................................................................. 9
21.
WAIVER AND ASSIGNMENT .............................................................. 9
22.
CUSTOMS DUTIES AND IMPORT REGULATIONS ............................ 9
23.
PURCHASE ORDER INTERPRETATION ............................................ 9
24.
BOYCOTT OF ISRAEL ...................................................................... 10
25.
CONFLICT OF INTEREST ................................................................. 10
26.
CLAIMS AND LIENS.......................................................................... 10
27.
FORCE MAJEURE............................................................................. 10
28.
STATUTORY REQUIREMENTS ........................................................ 11
29.
APPLICABLE LAWS ......................................................................... 11
30.
ARBITRATION AND RESOLUTION OF DISPUTES .......................... 11
31.
SUSPENSION .................................................................................... 11
32.
TERMINATION................................................................................... 12
33.
RECORDS ......................................................................................... 12
34.
LANGUAGE ....................................................................................... 12
35.
FORM OF THE BID BOND ................................................................ 13
36.
FORM OF A PERFORMANCE BOND ............................................... 14
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 4 of 14
SUPPLY CHAIN MANAGEMENT
ABU DHABI GAS INDUSTRIES LTD (GASCO)
GENERAL TERMS AND CONDITIONS OF PURCHASE
1. DEFINITIONS
In the PURCHASE ORDER, as hereinafter defined, The following words and expressions shall have the meanings hereby
assigned to them, except where the context otherwise requires:
PURCHASE ORDER
Means the document that is issued in writing to SELLER by PURCHASER to authorize ELLER to furnish the GOODS in
accordance with the requirements, specifications, drawings, instructions, terms and conditions thereof.
PURCHASER OR BUYER
Means the party named Abu Dhabi Gas Industries Ltd. (GASCO), Abu Dhabi. And the legal successors in title.
SELLER
Means the person persons, firm or company whose tender/offer has been accepted and to whom the PURCHASE ORDER is
issued to supply the GOODS.
GOODS
Means all appliances or articles, materials, equipment and documents or things of whatsoever nature required in or about the
execution, including without limitation, manuals, operating instructions, certificates, reports and drawings to be supplied strictly
in accordance with the PURCHASE ORDER.
SERVICES
Means all and any work performed by SELLER, pursuant to the PURCHASE ORDER, whilst on the premises of PURCHASER.
CHANGES
Means any changes by reason of alteration or variation to the GOODS and/or SERVICES requested by PURCHASER in
accordance with Article 5 hereafter.
SPECIFICATION
Means the specification referred to in the PURCHASE ORDER and any modification thereof that describes in detail the GOODS
and sets forth technical and commercial information, invoicing, packing, marking and delivery instructions.
SUBCONTRACTOR (S)
Means any third party to whom SELLER has subcontracted any part of the PURCHASE ORDER, or from whom SELLER has
purchased any materials or subcontracted any services
2. ENTIRE AGREEMENT
The PURCHASE ORDER, including all attachments thereto; together with any subsequent modifications and
CHANGES thereto embodies the entire agreement between PURCHASER and SELLER with respect to the GOODS
and it cancels and supersedes all prior negotiations, representation or understanding of any kind except to the extent
they are expressly incorporated therein.
3. SELLER’S UNDERSTANDING
SELLER accepts and has carefully read and fully understands the PURCHASE ORDER including, but not limited to all
drawings, SPECIFICATIONS, terms and conditions, special conditions, instructions and all attachments thereto.
SELLER is deemed to be fully experienced in the manufacture, supply and delivery of the GOODS (including the
provision of SERVICES if included as a requirement of the PURCHASE ORDER).
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 5 of 14
SUPPLY CHAIN MANAGEMENT
4. PRICE AND TERMS OF PAYMENT
4.1 PRICE
A.
The price of the GOODS stated in the PURCHASE ORDER shall be deemed fixed and firm for the ORDER
work
scope unless otherwise expressly stated and agreed upon in writing between the PURCHASER and
SELLER.
B.
The price of the GOODS stated in the PURCHASE ORDER shall constitute the full compensation to SELLER
for the GOODS, and shall include, all costs, taxes, duties, fees or charges of any kind incurred by SELLER or
related to the GOODS prior to final delivery of the GOODS to PURCHASER. Unless otherwise expressly stated.
C.
PURCHASER`s Purchase order reference, value, quantities and contractual delivery location supported by
applicable documents such as original Bill of Lading or Airway Bill, Packing list inclusive of shipping marks,
weights & dimensions.
4.2 PAYMENT
(A) Payment against Self Billing:
Unless otherwise specifically agreed between SELLER and PURHASER, expressed in the PURCHASE
ORDER and no invoices are required, the PURCHASER shall pay to SELLER, for the GOODS delivered
within thirty (30) working days from the receipt and acceptance of goods (in full compliance with the purchase
order) by PURCHASER through self billing.
(B) Payment against Seller’s Invoices:
(i) Unless otherwise specifically expressed in the PURCHASE ORDER, the PURCHASER shall pay to
SELLER, for the GOODS delivered and accepted, the invoiced amounts properly due within thirty (30)
Working days following receipt of the invoice and accepted by PURCHASER as correct with supporting
documentation. If PURCHASER questions only a portion of an invoice or its supporting documentation and
there is no dispute as to the other portion of the invoice and documentation then PURCHASER shall pay
promptly the undisputed portion. All payments shall be made by Bank Transfer, except in special cases.
(ii) PURCHASER`s payment of the amount properly due shall not relieve SELLER from its obligations to furnish
PURCHASER with GOODS that conform to the specifications and that are free from defects in materials,
equipment and workmanship.
(iii) From any sum due to SELLER under the Purchase Order, PURCHASER shall be entitled to deduct any and
all amounts due from SELLER to PURCHASER.
5. CHANGES
The PURCHASER reserves the right at any time to make any CHANGES in the PURCHASE ORDER,
SPECIFICATION or drawing (including additions and/or deletions to the original quantities) or any part
thereof. If such CHANGES cause any increase or decrease in the PURCHASE ORDER value and/or any
alteration in the delivery date; an equitable adjustment shall be made by PURCHASER to the PURCHASE
ORDER value and /or the contractual delivery date as applicable by written change order. Any claim by
SELLER for such adjustment must be made in writing and delivered to PURCHASER for PURCHASER’S
approval before proceeding with the CHANGE in question
6. EXPEDITING AND REPORT
6.1
PURCHASER shall have the right to expedite the delivery of the GOODS, including the delivery of any
documentation required from SELLER by the terms of the PURCHASE ORDER. The SELLER shall subject to
the provisions of the PURCHASE ORDER, and with due care and diligence, execute and do all the things
required in and for the execution of his obligation.
6.2
PROGRESS REPORT
Until such items as PURCHASE ORDER has been completed and all GOODS delivered, SELLER shall
provide PURCHASER with any requested information concerning the performance progress of the works in
the form of time schedules, the progress report shall include information concerning the performance
progress of its SUBCONTRACTORS.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 6 of 14
SUPPLY CHAIN MANAGEMENT
7. INSPECTION AND TESTING
7.1
SELLER shall carry out at its own cost, all inspections or tests as may needed and or specified in the
PURCHASE ORDER and shall advise PURCHASER or its designated representative of the time and place of
such inspection or tests ten (10) days in advance in accordance with the inspection instructions. SELLER
shall provide PURCHASER or its designated representative with a copy of all inspection/test data/reports.
7.2
PURCHASER shall have the right to witness inspections or tests as may needed and or specified in the
PURCHASE ORDER as well as to inspect or have inspected, to test or have tested at reasonable times any
part of the GOODS during the course of the PURCHASE ORDER. Such witnessing, inspections or tests shall
not in any way release SELLER from his obligations under the PURCHASE ORDER, to supply the GOODS or
perform SERVICES correctly.
7.3
Where the PURCHASER has indicated its intention to inspect or test the GOODS prior to shipment, SELLER
agrees not to ship any part of the GOODS without first receiving from PURCHASER or its designated
representative a “Certificate of release for shipment”.
7.4
PURCHASER shall be entitled to give SELLER instructions to proceed with the performance of a specific part
of the PURCHASE ORDER, or work, work modifications, including review of SELLER’S designs, etc., without
releasing SELLER from his obligations and liabilities.
8. MARKING
GOODS are to be clearly marked as specified in the PURCHASE ORDER requirements and PURCHASER’S
standing instructions for marking.
9. PACKING AND PROTECTION
Unless otherwise specified, all GOODS supplied shall be suitability and carefully packed and protected during
transit, to prevent damages of any kind. All bright and machined parts shall be coated with a good rust
inhibitor. SELLER and its subcontractors shall observe all special instructions regarding packaging. When
specified, the GOODS are to be painted in accordance with the particulars contained in the PURCHASE
ORDER. The cost of such painting, packing and protection shall be deemed to be included in the price unless
otherwise specified. All packing materials are deemed to be non-returnable unless otherwise specified.
10. DAMAGES FOR DELAY IN DELIVERY
Time is of the essence. The GOODS shall be delivered to such place as specified in the PURCHASE ORDER
within the delivery time (s) or by the delivery date (s) specified therein.
Should delivery be delayed beyond the dates committed, an amount of 1% of the total order value, for each
calendar week, shall be deducted by way of liquidated damages, up to a maximum of 5% of the total order
value. For a delay of delivery beyond five (5) weeks, PURCHASER has the option to cancel the purchase
order.
11. ACKNOWLEDGEMENT AND ACCEPTANCE
The SELLER, by signing the acceptance copy of the PURCHASE ORDER, and returning it to PURCHASER
confirms acceptance of the order and of the terms and conditions governing such order to the exclusion of all
other contractual conditions. SELLER is required to return the acceptance copy of the PURCHASE ORDER
within ten (10) calendar days from receipt thereof.
12. CONSEQUENTIAL LOSS
Neither party shall be liable for any loss of profit or consequential loss whatsoever caused or occasioned by
the other party during the performance of the PURCHASE ORDER, unless caused by gross negligence or
wilful misconduct.
13. SERVICES
Notwithstanding to contrary, the SELLER shall be responsible for the execution of any requested SERVICES
for the PURCHASER, such as setting out, commissioning, etc., as may needed and or specified in the
PURCHASE ORDER.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 7 of 14
SUPPLY CHAIN MANAGEMENT
14. WARRANTIES
14.1
The GOODS furnished by the SELLER pursuant to this PURCHASE ORDER (irrespective of whether
engineering design data or information has been reviewed or approved by the PURCHASER or incorporated
in the PURCHASE ORDER) shall be of the latest technology, of the best quality and workmanship (unless
otherwise specifically authorised by the PURCHASER). The SELLER warrants that all of the services and
deliveries shall be free from any defects or faulty design and shall be of sufficient size and capacity and of
proper material so as to fulfil in all respects such operating conditions as may be specified by the
PURCHASER.
14.2
If any malfunctions, breakdown or defect attributable to the design (other than design made, furnished or
specified by the PURCHASER for which the SELLER has in writing disclaimed responsibility), materials,
workmanship or operating characteristics of any GOODS arise at any time up to twelve (12) months from the
date when such GOODS are placed in operation or eighteen (18) months from the date of delivery in
accordance with the PURCHASE ORDER (whichever period expires the earlier) and the SELLER is notified
thereof subject as hereinafter provided, the SELLER, shall at his own expense advise and confirm within two
weeks of such alterations, repairs and replacements as may be necessary to comply with the above
guarantees and shall reimburse the PURCHASER for any costs and expenses incurred by the PURCHASER
in connection with the rectification of such malfunction, breakdown or defect.
In the event that PURCHASER decides that the consequence of any such malfunction, breakdown or defect
cannot adequately be remedied as aforesaid, then the PURCHASER may, at his option elect either to accept
the defective GOODS with an adjustment in the price or to direct that the defective GOODS be removed at the
SELLER’S expense within 3 weeks of notification, in which latter event the SELLER shall at the
PURCHASER’S option but without cost to the PURCHASER either immediately furnish and re-install
replacement conforming GOODS or refund to the PURCHASER such price as shall have been paid for such
defective GOODS and the installation costs associated therewith.
14.3
In the event of any rectification work as aforesaid, the above warranties shall apply to such work for a period
of twelve (12) months from the date of its completion and satisfactory operation.
14.4
The foregoing shall be without prejudice to any other rights at law, which the PURCHASER may have against
the SELLER in respect of any breach of the terms and conditions of this PURCHASE ORDER.
14.5
PERFORMANCE BOND – BANK GUARANTEE
Within fifteen (15) days from coming into force of this PURCHASE ORDER, SELLER shall provide
PURCHASER with a Bank Guarantee which shall conform to the specimen attached in the ORDER, issued by
a Bank registered in Abu Dhabi acceptable to PURCHASER. Such Bank Guarantee payable to PURCHASER
on first demand and without recourse to SELLER and valid until the end of the warranty period.
Such Bank Guarantee shall be maintained in an amount equivalent to ten percent (10%) of the PURCHASE
ORDER value. (Including adjustments as may be necessitated by increase in the PURCHASE ORDER value
authorised by PURCHASER).
Such Bank Guarantee shall be to secure the due performance of SELLER’S obligations under the
PURCHASE ORDER notwithstanding any variations, alterations or extensions of time that may be granted or
agreed upon.
The cost of such Bank Guarantee shall be borne by SELLER.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 8 of 14
SUPPLY CHAIN MANAGEMENT
15. LIABILITY AND INSURANCE
15.1
SELLER hereby renounces compensation for, indemnified and hold harmless the PURCHASER, its officers,
agents, and employees from and against any and all liabilities, claims, demands, suites, judgements,
damages and losses including the costs, fees and expenses therewith or incidental thereto in connection with
death of or injuries to any person whomsoever, the loss or damage of any property howsoever caused,
arising under or by reason of the installation, erection, repair, rectification, adjustment or operation of the
GOODS covered by this PURCHASE ORDER, unless caused by the sole gross negligence of the
PURCHASER, his employees, subcontractors, agents or representatives.
Notwithstanding the foregoing, SELLER may utilize but entirely at his own risk, materials, tools, equipment or
facilities made available to SELLER by the PURCHASER for use by the SELLER and not to be incorporated
in the work and the SELLER shall as additional consideration therefore, defend and hold the PURCHASER
harmless from all claims against injuries to, and /or damage to property, arising from or by reason of the
SELLER’S utilization thereof or not caused by the sole gross negligence of the PURCHASER, his employees,
subcontractors, agents or representatives.
15.2
In any case where it is necessary for employees, subcontractors, agents or representatives of the SELLER to
go upon the premises of PURCHASER, SELLER agrees to assume full responsibility for the proper conduct
of such employees, subcontractors, agents or representatives while on said premises and also to comply with
all applicable laws, with all relevant requirements of the statute, statutory rule or order, or other instrument
having the force of law, and with all site rules and regulations, particularly in regard to safety precautions and
fire hazard. If this PURCHASE ORDER requires the SELLER to furnish labour in connection with the erection
or installation of GOODS at the SITE, the SELLER shall furnish the PURCHASER with a certificate, or other
evidence satisfactory to the PURCHASER, indicating that such labour is adequately covered by workmen’s
compensation insurance or employer’s liability insurance with limits acceptable to the PURCHASER.
16. LICENCES AND PERMITS
If execution of the PURCHASE ORDER requires any licence or other permit to be issued in the Emirate of Abu Dhabi
or the U.A.E. or any other country, SELLER shall be responsible for obtaining at its sole expense such licences or
permits.
17. CONFIDENTIALITY AND PUBLICITY
17.1
17.2
CONFIDENTIALITY
A)
Any drawings, designs and technical data provided by the PURCHASER to the SELLER are to be
treated as confidential and shall be used only for the purpose of the performance of this PURCHASE
ORDER and shall not be reproduced in whole or in part for any other purpose. They shall be returnable
to the PURCHASER on demand.
B)
SELLER shall treat as confidential all information, (whether written or otherwise) supplied by the
PURCHASER hereunder and shall use his best endeavours to ensure that such information is not
divulged to any party except where necessary for the purpose of the performance of this PURCHASE
ORDER and, in such cases, subject to third parties in question undertaking a similar obligation of
confidentiality. This obligation does not apply to information, which at the time of disclosure is in the
public domain or in the SELLER’S lawful possession without restriction on disclosures.
PUBLICITY
SELLER shall not publish or make public any reference to the PURCHASER or to any company affiliated to the
PURCHASER in connection with the GOODS supplied hereunder by the SELLER, without the prior written permission
of the PURCHASER, SELLER shall ensure that this condition is applied to his SUBCONTRACTORS who provide
GOODS and/or services to SELLER in the performance of this PURCHASE ORDER
18. SUBCONTRACTORS
SELLER shall be fully responsible for any part of the work performed by his SUBCONTRACTORS and for the acts and
omissions of his SUBCONTRACTORS and persons either directly or indirectly employed by them to the same extent
as he is for the acts and omissions of persons directly employed by him.
PURCHASER reserves the right to review and approve the acceptability of SUBCONTRACTORS, to be utilized by
SELLER, in the performance of this PURCHASE ORDER. Failure to perform such review and approval shall not
relieve SELLER of any contractual obligations to PURCHASER.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 9 of 14
SUPPLY CHAIN MANAGEMENT
19. PATENT OF DESIGN INDEMNITY
SELLER shall, at his own expense, indemnified and hold harmless and defend PURCHASER, against any claim, suit
or proceeding brought against PURCHASER, based upon a claim, rightful or otherwise, that the GOODS or any part
thereof, infringes a trade mark, patent, and SELLER shall pay all damages and costs awarded against PURCHASER.
In case such GOODS or any part thereof, or the intended use of the GOODS is in such suit, held to constitute
infringement, and the use of such GOODS or part is enjoined, the SELLER shall, at its own expense, and at its option,
either produce for the PURCHASER, the right to continue using such goods or part thereof or replace and re-install
them with substantially equal but non-infringing GOODS, or modify them so that they become non-infringing, or
remove them and refund to the PURCHASER, the purchase price and the transportation and installation costs thereof.
The foregoing states the entire liability of SELLER for patent infringement by the GOODS or part thereof.
20. TITLE AND RISK
Without prejudice to the right of the PURCHASER to reject non-conforming GOODS or to avail itself of any other
remedy, title to the property in the GOODS, or in any material or component to be incorporated in the GOODS, shall
pass to PURCHASER, when the GOODS have been manufactured, or when any such material or component has
been incorporated into the GOODS, whether the GOODS have been completed or not. Risk of loss in the GOODS
(material and components incorporated therein) shall not pass to PURCHASER until the GOODS have been delivered
to PURCHASER at the delivery point specified in the PURCHASE ORDER.
21. WAIVER AND ASSIGNMENT
21.1
WAIVER
No term, condition, right, obligation or breach of this PURCHASER ORDER shall be waived or be deemed to
have been waived unless such waiver is in writing and addressed to and accepted by the other party.
Waiver of one term, condition, right, obligation or breach Shall not constitute waiver of any other term,
condition, Right, obligation or breach, unless otherwise specifically stated in writing and addressed to the
other party.
21.2
ASSIGNMENT
SELLER shall have no right to assign this PURCHASE ORDER or any part thereof without the prior written
consent of PURCHASER. Such assignment shall not release SELLER from any obligation, future default,
breach or modification of any of the terms and conditions of the PURCHASE ORDER.
22. CUSTOMS DUTIES AND IMPORT REGULATIONS
SELLER shall not be liable for any customs duties levied in the Emirates of Abu Dhabi on Goods imported under the
provisions of the Purchase Order solely for PURCHASER. PURCHASER shall, upon request by Seller, provide such
reasonable documents and assistance to SELLER as may be necessary for clearance of Goods; provided that
SELLER comply with all requirements of PURCHASER ‘s prescribed import procedures as may be revised from time
to time, and in particular:
(i)
All Goods to be imported into the Emirate of Abu Dhabi shall be shipped in the name of SELLER as
consignee, and shall be marked “FOR PUCRHASER”.
(ii) SELLER shall forward to PURCHASER all particulars and details of every consignment with copies of the
shipping documents as PURCHASER may require in sufficient time for PURCHASER to give instructions
regarding clearance.
(iii) PUCRHASER shall advise Seller as to documents which the local customs authorities
Goods. SELLER will deliver to PURCHASER such documents as early
fourteen (14) Days before arrival of such Goods.
require for import of
as possible, but not less than
PURCHASER shall provide SELLER with Customs
Clearance Authorization (CCA) duly signed and addressed to Abu Dhabi Customs Authority.
23. PURCHASE ORDER INTERPRETATION
All questions on the part of SELLER concerning conflicts, anomalies, interpretation or clarification of the PURCHASE
ORDER shall be submitted in writing, to PURCHASER. All decisions or instructions and/or clarifications from
PURCHASER shall be rendered in writing, within a reasonable time after the date of such submission and shall be
final unless appealed by SELLER in writing, within ten (10) days from the receipt of such decisions or instructions
and/or clarifications. Any disputes thereafter shall be settled pursuant to the provisions of the article hereinafter entitled
“ARBITRATION”.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 10 of 14
SUPPLY CHAIN MANAGEMENT
24. BOYCOTT OF ISRAEL
A)
In connection with the performance of this PURCHASE ORDER, SELLER acknowledges that the import and
customs laws and regulations of the Emirate of Abu Dhabi and the U.A.E. shall apply to the supply and shipment
of any products or components thereof to the United Arab Emirates. SELLER specifically acknowledges that the
aforementioned imports, and customs laws and regulations of the United Arab Emirates prohibit, among other
things, the importation into the United Arab Emirates of products or components thereof:
-
B)
Originating in Israel.
Manufactured, produced or furnished by companies organized under the laws of Israel, and
Manufactured, produced or furnished by national or residents Israel.
PURCHASER at its own discretion, reserves its right to make the final, unilateral and specific selection of any
proposed carriers, insurers, suppliers of services to be performed within the United Arab Emirates or of specific
goods to be furnished in accordance with the terms and conditions of this PURCHASE ORDER.
25. CONFLICT OF INTEREST
Each party shall exercise reasonable care and diligence to prevent any action or condition, which could result in a
conflict with the best interest of the other party.
This obligation shall apply to the activities of employees, agents or representatives of each party in their relations with
the employees, and their families, of the other party, and of third parties arising from this PURCHASE ORDER and
performance of services hereunder. Each party’s efforts shall include, but not be limited to establishing precautions to
prevent its employees, agents or representatives from making, receiving, providing or offering gifts, entertainment,
payments, loans or other considerations for the purpose of influencing individuals to act contrary to the best interests
of the other party.
SELLER shall promptly notify PURCHASER of the identity of any employee, agent or representative of PURCHASER
who has at any time during performance of work under this PURCHASE ORDER any financial interest in the
SELLER’S business.
26. CLAIMS AND LIENS
26.1
PURCHASER shall have a first and paramount lien on the GOODS and all materials and equipment forming
thereof. SELLER undertakes not to create or do any act, deed or thing which would result in the creation of
any lien or Charge on the GOODS or on any materials or equipment forming or intended to form part of the
GOODS.
26.2
Without prejudice to the provisions of this PURCHASE ORDER, SELLER hereby indemnified and hold
harmless PURCHASER from and against any and all liabilities, in connection with, or incidental to any
payment related to any lien claimed against the property of PURCHASER and/or the GOODS or any part
thereof by SELLER or by any subcontractors, or for any material, labour or services in connection with the
work of which SELLER is responsible under the PURCHASE ORDER. Excluded there from such liens and
claims caused by any act, deed or thing on PURCHASER’S part, which shall be solely to PURCHASER’S
account.
27. FORCE MAJEURE
27.1
Both parties shall be excused from, and shall not be liable for, any delay in performance wholly or in part
under this PURCHASE ORDER, and shall not be deemed to be in default for any failure of performance
hereunder, due to causes beyond their control and not occasioned by their negligence or fault. Such causes
shall be conclusively deemed to be events of FORCE MAJEURE as detailed 27.2 herein under. Notice of
such FORCE MAJEURE should be given to the other party in writing and within one (1) week after
occurrence of such cause.
27.2
The term “FORCE MAJEURE” shall include, without limitation, war, warlike operation, armed aggression,
insurrections, general strikes (excluding strikes among the employees of SELLER or his
SUBCONTRACTORS), or riots, fires, unfavourable or severe meteorological conditions, epidemic, civil
disturbances, explosions, accidents, governmental acts, priorities, material control regulations or orders, acts
of God, acts of public enemy, quarantine restrictions, or any other cause similar to the kind herein
enumerated or equivalent forces, beyond the reasonable control of the affected party. In the event of any
dispute, the party claiming to be affected by force majeure shall bear the burden of proving that it is so
affected.
27.3
In the event that such force majeure circumstances continue for more than twenty-one (21) days, then either
party shall have the right to terminate this PURCHASE ORDER.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 11 of 14
SUPPLY CHAIN MANAGEMENT
28. STATUTORY REQUIREMENTS
SELLER warrants that the GOODS to be supplied under the PURCHASE ORDER shall comply in all respects with all
relevant requirements of any statute, statutory rule or order, or other instrument having the force of law which may be
applicable at the time of PURCHASE ORDER award and that he shall, prior to the delivery of the GOODS, supply
whatsoever governmental or other authorization documents and have whatsoever government or other authorization
marking stamped on the GOODS as are required to allow the GOODS to be placed in operation.
29. APPLICABLE LAWS
29.1
Laws, rules and regulations of duly constituted government authorities of Abu Dhabi and the U.A.E. shall apply
in the performance of this PURCHASE ORDER. SELLER shall indemnify and hold harmless the
PURCHASER against all penalties, which caused by SELLER’S infraction of any such laws, rules and
regulations.
29.2
The laws of Abu Dhabi and the U.A.E. shall govern validity and interpretation of this PURCHASE ORDER.
30. ARBITRATION AND RESOLUTION OF DISPUTES
30.1
If a dispute arises between the Parties in connection with this PURCHASE ORDER, the Parties shall during
the period of (60) days after the notification by one Party of such dispute to the other Party use their
reasonable efforts to meet, discuss and resolve the dispute amicably.
30.2
If the parties cannot reach an amicable solution, the dispute shall be referred to and for final resolution by
arbitration in accordance with this Article. An award made under such arbitration proceedings shall be final
and binding on both Parties and shall be enforceable in any court of proper jurisdiction.
30.3
Any reference to arbitration for the purposes of Article 30. 2 shall be made to and under the Rules of Abu
Dhabi Arbitration and Conciliation Centre of Abu Dhabi Chamber of Commerce as modified below, which
rules are deemed incorporated herein.
30.4
In connection with any reference pursuant to the clause:
(a)
The place of arbitration shall be Abu Dhabi, U.A.E.
(b)
The language of the arbitration shall be English; and
(c)
The arbitrators shall make a fully reasoned award.
The arbitration award shall be final and binding on both parties and judgement upon the award of the arbitration may
be entered in any court having jurisdiction thereof. The arbitration award shall be in lieu of any other remedy.
31. SUSPENSION
31.1
If the work is suspended on account of force majeure, as defined in Article 27, the work schedule shall be
extended by a period equal to the period of delay, but no extra payment or compensation shall be due to
SELLER by PURCHASER.
31.2
Suspension of the work caused by or attributable to SELLER’S default shall not be compensated for by
PURCHASER and shall not release SELLER from any of his obligations under the PURCHASE ORDER or at
law.
31.3
PURCHASER shall compensate SELLER for any extra unavoidable expenses actually suffered and paid by
SELLER as a direct consequence of any suspension of the work requested by PURCHASER otherwise than
under provisions of paragraphs 31.1 and 31.2 herein above and the delivery period shall extended by a
period corresponding to the time actually lost in the performance of the work through such delay requested by
PURCHASER.
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 12 of 14
SUPPLY CHAIN MANAGEMENT
32. TERMINATION
32.1
PURCHASER may at any time, at his own option, terminate this PURCHASE ORDER in whole or in part, by
giving written notice thereof to SELLER. In the event of such termination, the amount due under the
PURCHASE
ORDER shall be subject to an equitable adjustment, provided only that PURCHASER
shall not be required to pay SELLER for GOODS ordered, but not delivered, which are part of SELLER’S
standard stock. No such termination shall relieve either party of its obligations with respect to that part of the
GOODS already delivered to the PURCHASE ORDER.
32.2
PURCHASER shall have the right to terminate the PURCHASE ORDER if the SELLER becomes insolvent.
Bankrupt, or enters into liquidation or gives the PURCHASER reasonable evidence of its inability to deliver
the GOODS as specified, or fails to correct any non-conformity in the GOODS. (Also refer to Article 10.1 and
14.5).
In the event of such termination, PURCHASER shall thereafter be entitled to obtain the GOODS related to the
portion of this PURCHASE ORDER from any source, to meet PURCHASER’S requirement, and to charge
SELLER all extra costs incurred in doing so.
33. RECORDS
SELLER shall maintain a true and correct set of records pertaining to GOODS supplied, and/or work performed
hereunder, and all transactions related thereto. SELLER further agrees to retain all such records for a period of not
less than two years after completion of this order. Any representative or representatives authorised by PURCHASER
may audit any and all records of SELLER, relative to the material supplied and/or work performed hereunder, and all
transactions related thereto, for the sole purpose of determining whether there has been compliance.
34. LANGUAGE
The language of the PURCHASE ORDERS thus all correspondence, communications, drawings and specifications
…etc., shall be in English.
IN WITNESS WHEREOF the parties hereto have caused this PURCHASE ORDER to be entered into.
Signed for and on behalf of
THE PURCHASER
Revision No.:
2
Signed for and on behalf of
THE SELLER
Signed: _________________
Signed:__________________
Name: __________________
Name: __________________
Date: ___________________
Date: ___________________
Witnessed by: ____________
Witnessed by: ____________
Title: ___________________
Title: ___________________
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 13 of 14
SUPPLY CHAIN MANAGEMENT
35. FORM OF THE BID BOND
(To be executed and delivered by a Bank acceptable to GASCO)
Abu Dhabi Gas Industries Limited (GASCO)
P.O. Box. 665,
Abu Dhabi. U.A.E.
We, the _____________________(Name of Bank) ________________,
Hereby irrevocably and unconditionally guarantee to the Abu Dhabi Gas Industries Limited (GASCO),
P.O. Box. 665, Abu Dhabi subject only to the monetary limitation hereinafter specified, that
_____________________
_________________________________(Name), (a legal status) (The ‘Bidder’), having submitted the
accompanying
Bid
dated
____________
for
______________________________________________________ (the ‘supply’) shall not withdraw
such Bid for any reason during the period specified therein and, if GASCO accepts the Bid, shall
accept a Purchase Order from GASCO for the supply in accordance with the terms and conditions of
such Bid and shall furnish such security or securities as may be specified in the Bid for the faithful
performance of such supply and shall provide such certificates of insurance as may be specified in the
Bid.
In the event GASCO in their absolute discretion, gives written notice to us of any failure of the Bidder to
perform or to fulfil any of the acts or obligations set forth in the proceeding paragraph, we hereby
unconditionally and irrevocably undertake, without any right of any defence, set off or counterclaim
whether on our behalf or on the behalf of the Bidder and without the requirement of any notice or
demand to the Bidder, to pay to GASCO the sum of UAE Dirhams ______________ being an amount
equal to specified therein the Tender Document. Such written notice of GASCO shall be conclusively
binding on us for all purposes under this Bid Bond.
We further agree that any payment made hereunder shall be made free and clear of, and without
deduction for or on account of, any present or future taxes, levies, imports, duties, charges, fees,
deductions or withholdings of any nature whatsoever and by whomever imposed. Payments to be
made hereunder will be effected by transfer to an account in your name at such Bank in Abu Dhabi as
you shall stipulate or in such other manner as shall be acceptable to you.
This Bid Bond shall be valid until the end of the day of _ (specific date) _, and any request for payment
hereunder must be received by us on or before such date.
This Bid Bond shall be governed and interpreted under the laws of Abu Dhabi, U.A.E.
Signed and sealed this day of _____ (specific date) ____.
_____________________________
(Bankers) Authorised Signature (s)
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2
ABU DHABI GAS INDUSTRIES LTD ( GASCO)
Page 14 of 14
SUPPLY CHAIN MANAGEMENT
36. FORM OF A PERFORMANCE BOND
(The following wording is the sample document to be provided on Bank headed paper as guarantee by Bank against
Seller’s non-performance)
TO:
Abu Dhabi Gas Industries Limited (GASCO)
P.O. Box. 665,
Abu Dhabi, U.A.E.
We, the undersigned, ______________________ (Name of Bank) established at (Address) have
taken notice of the Purchase Order No. ___________ signed on the ______ (Day) of __________
(month) 20 ___ between ABU DHABI GAS INDUSTRIES LIMITED (GASCO), established in Abu
Dhabi, (hereinafter referred to as PURCHASER) and M/S ___________ (Seller’s name)_________
(hereinafter referred to as SELLER) for the purpose of Purchase Order at the TOTAL PURCHASE
ORDER PRICE of: __________________ (in figures)____________ (in words) ____________.
In consideration of the above, we _____________________ (Name of Bank) as GUARANTOR,
hereby irrevocably and unconditionally guarantee and undertake on behalf of the SELLER to pay
PURCHASER a sum or sums up to a maximum of ________________ (Value) which represents
ten percent (10%) of the PURCHASE ORDER price or as amended, upon receipt of
PURCHASER’S written request addressed to us at first demand, in case SELLER shall fail to fulfil
its obligations and liabilities in accordance with the aforesaid Purchase Order, and such payment
shall be made unconditionally without any restriction or resource, and notwithstanding any objection
from SELLER.
This Guarantee shall remain valid up to completion of the Warranty Period and/or until the end of
the day of ________ (specific date) ________.
Signed and sealed this day of _____ (specific date) ____.
_____________________________
(Bankers) Authorised Signature (s)
Revision No.:
2
Date:
AUG. 2013
Procedure Title:
General Terms & Conditions of Purchase
Document ID:
SC-T&C-001-REV 2