Dubai World Trade Centre LLC | PURCHASE AGREEMENT

PURCHASE AGREEMENT - STANDARD TERMS AND CONDITIONS

DEFINITIONS

In this Agreement, the following words shall have the meaning respectively assigned to them hereunder, unless the context requires or admits otherwise:

“Agreement” shall mean and include the Purchase Agreement Particulars, these Standard Terms and Conditions and Special Conditions (if any);

“Applicable Laws” shall mean the local laws, rules, orders, decrees, guidelines, regulations of the Emirate of Dubai and the federal laws of the United Arab Emirates;

"Force Majeure" shall mean any event or circumstances (or a combination of events or circumstances) which are beyond the reasonable control of the relevant Party, resulting in or causing the failure by that Party to perform any of its obligations under this Agreement (whether in whole or in part), including without limitation:(1) revolution, riots, insurrection or other civil commotion, act of terrorism or sabotage or war; (2) nuclear explosion, radioactive, biological or chemical contamination, ionising, radiation or the identification of such contamination or radiation;(3) general strikes, work stoppages, working to rule, go slow actions and/or lockouts;(4) any effect of the natural elements including lightening, fire, earthquakes, flood, storm, hurricane, tsunami, cyclone or tornado, material change in sea level or coastal subsidence;(5) explosion (other than nuclear explosion or any explosion resulting from an act or war); (6) inability to obtain necessary plant, equipment or material due to blockade, embargo or sanction;

“Goods” shall mean the goods supplied by the Supplier to the Purchaser under this Agreement as specified in the Particulars;

“Intellectual Property” shall mean without limitation all trademarks, patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;

“Party” shall mean the Purchaser or the Supplier and “Parties” shall mean both the Purchaser and the Supplier;

“Price” shall mean the agreed price for the purchase of the Goods and/or the Services to be paid by the Purchaser to the Supplier as specified in the Particulars;

“Purchaser” shall mean Dubai World Trade Centre LLC;

“Services” shall mean all services of whatever nature, provided by the Supplier to the Purchaser under this Agreement as specified in the Particulars;

“Supplier” shall mean the person, firm or company named as vendor on the Particulars who shall sell Goods and/or supply Services to the Purchaser under this Agreement;

“Term” shall mean the term of the Agreement as specified in the Particulars; and

“VAT” shall mean value added tax or sales tax and any other tax of a similar nature imposed by virtue of the Applicable Laws;

SUPPLY OF GOODS AND/OR SERVICES

2.1 The Supplier shall supply, and the Purchaser shall purchase the Goods and/or Services as specified in the Particulars in the quantities, at the prices, and upon the terms and conditions set forth therein and in this Agreement.

2.2 For the supply of Goods, the Supplier shall:
a) stock adequate raw materials to ensure the timely delivery of the Goods to the Purchaser in the agreed quantities (where applicable);
b) ensure that the Goods supplied are as per the Purchaser’s requirements and are of good construction, satisfactory quality, adequate strength, free from any defects, in good saleable condition, made from sound materials and fit for use by the Purchaser;
c) pack and deliver the Goods to the Purchaser in a safe and secure manner, in accordance with all generally accepted and recognised industry standards and practices that are applicable; and
d) adhere to the timeline and place for delivery of the Goods as specified in the Particulars or otherwise agreed by the Parties in writing.

2.3 For the supply of Services, the Supplier shall:
a) ensure that the quality and quantity of the Services provided is as per the Purchaser’s requirements specified in the Particulars or otherwise agreed by the Parties in writing and the Services are performed using the highest degree and standards of quality, skill and workmanship;
b) adhere to the timeline and place for delivery of the Services as specified in the Particulars or otherwise agreed by the Parties in writing;
c) not subcontract the Services, in whole or in part, to any other third party without the prior written consent of the Purchaser;
d) hire and maintain adequate, well-trained and qualified personnel for the performance of the Services;
e) ensure that the Supplier and the Supplier’s personnel comply with any directions, instructions or guidelines given by the Purchaser and all safe working practices, in particular, relating to fire, electrical safety and the Dubai Municipality’s safety standards; and
f) promptly replace any personnel if so requested by the Purchaser upon performance of the Services

INSPECTION, DELIVERY AND PASSING OF TITLE

3.1 The Purchaser shall have the right to access the Supplier’s premises, during business hours and after giving due written notice to the Supplier, to take samples, inspect raw materials, check the stock levels of Goods or carry out any other inspection in relation to the Goods and/or Services.

3.2 Time of delivery of the Goods or performance of the Services shall be of the essence and the Supplier shall deliver the Goods and/or supply the Services as specified in the Particulars during usual business hours or as otherwise agreed by the Parties in writing.

3.3 Each delivery or consignment of the Goods shall have a packing note quoting the reference number of the Particulars prominently displayed by the Supplier.

3.4 Upon receipt of the Goods and/or Services from the Supplier, the Purchaser may, at its sole discretion, inspect such delivered Goods and/or Services and the Purchaser shall have the right to reject any Goods or Services which do not comply with this Agreement, and are, without limitation, not of a stipulated quality or quantity; unfit for the purpose for which they are required or non-compliant with a description or specification or sample, and the Purchaser may return such rejected Goods to the Supplier at the Supplier’s cost and expense.

3.5 Upon delivery of the Services, the Purchaser shall have the right to reject the Services if the Services being offered are not as per the specifications in the Particulars or if the Services are not performed to the full satisfaction of the Purchaser.

3.6 In the event of rejection by the Purchaser of the Goods and/or Services under Clause 3.4 or 3.5 above, in addition to all other rights and remedies available to the Purchaser under this Agreement and the Applicable Laws, the Purchaser may, at its sole discretion, ask the Supplier to rectify such Goods and/or Services at the Supplier’s sole cost and expense or may ask for a full refund of the Price paid by the Purchaser for such rejected Goods and/or Services. If the Supplier is unable to supply the rectified Goods and/or Services to the Purchaser to the full satisfaction of the Purchaser in the timeframe agreed by the Parties, the Supplier shall be liable to the Purchaser for any additional costs or expenses incurred by the Purchaser in return of the rejected Goods and/or Services and in procuring such Goods and/or Services from other third-party vendors.

3.7 The Purchaser may reject any Goods and/or Services which are not in accordance with the Agreement and the Purchaser shall not be deemed to have accepted any Goods and/or Services until the Purchaser has had a reasonable time to inspect them following delivery or, if later, within a reasonable time after a latent defect in the Goods and/or Services has become apparent.

3.8 Property and title in the Goods will pass from the Supplier to the Purchaser without any limitation, constraint or encumbrance, upon full payment of the Price for the Goods or upon acceptance of delivery of the Goods by the Purchaser, whichever is earlier.

PRICE AND PAYMENT

4.1 Unless stated otherwise, the Price shall be exclusive of VAT and inclusive of the purchase price for the Goods and/or Services, delivery charges from Supplier to Purchaser, charges for packaging, insurance, carriage and freight. No other charges, except the Price and applicable VAT (if any) shall be payable by the Purchaser to the Supplier for the purchase of the Goods and/or Services. The Price shall remain fixed during the Term and may not be varied without prior written consent of the Purchaser.

4.2 The Supplier shall raise accurate invoices and shall state the correct Particulars number in all invoices raised. The Purchaser shall have the right to reject, without any liability whatsoever, any erroneous or incorrect invoices or invoices which do not bear Particulars numbers.

4.3 The Purchaser shall have the right to verify all invoices raised by the Supplier and no invoice shall be considered final unless duly accepted by the Purchaser.

4.4 Unless agreed otherwise in the Particulars or in writing between the Parties, the Purchaser will make payment of the Price to the Supplier within thirty (30) days from either, the date of acceptance of undisputed invoices raised by the Supplier or the date of acceptance of receipt of the Goods and/or Services by the Purchaser, whichever is later.

4.5 The Purchaser reserves the right to set off against the Price, any sums owed and payable or becoming due to the Purchaser from the Supplier.

4.6 Payment of the invoice shall not constitute acceptance of the Goods and/or Services by the Purchaser and shall be subject to an appropriate adjustment for failure of the Supplier to meet the specifications of the Particulars for supply of the Goods and/or the Services.
REPRESENTATIONS AND WARRANTIES

5.1 Each Party represents and warrants to the other Party that:

a) it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation;
b) this Agreement constitutes its legally binding, valid and enforceable obligations;
c) the entry into and performance by it of, and the transactions contemplated by, this Agreement do not conflict with any law or regulation applicable to it or any of its constitutional documents;
d) it has the power to own its assets and carry on its business as it is being conducted;
e) it has the power to enter into and perform and has taken all necessary action to authorise the entry into and performance of this Agreement and the transactions contemplated by this Agreement; and
f) all authorisations required by it in connection with the entry into, performance, validity and enforceability of, and the transactions contemplated by, this Agreement have been obtained or effected and are in full force and effect or shall be obtained or effected and in full force and effected before the date by which they are required to give effect to this Agreement.

5.2 The Supplier hereby warrants to the Purchaser that all Goods and/or Services will be free from any defects in workmanship, material, and design; conform to applicable specifications, drawings, designs, samples, and other requirements; be fit for their intended purpose and operate as intended; be merchantable; be free and clear of all liens, security interests, or other encumbrances; and do not infringe any copyright and other intellectual property right of any party and the Supplier agrees that in the event of any breach of the representations, warranties and undertakings herein contained, this Agreement may be terminated by the Purchaser, and the Supplier shall indemnify the Purchaser against any and all costs, claims, demands, losses, liabilities, charges, actions, and expenses arising from such termination due to the Supplier’s breach.

5.3 The Supplier warrants that the Supplier is in compliance with and shall comply with all Applicable laws and that the Supplier has and shall maintain in effect all of the licenses, permissions, authorizations, consents, and permits that it needs to carry out its obligations under this Agreement.

5.4 The warranties under Clause 5 survive any delivery, inspection, acceptance, or payment of or for the Goods and/or the Services by the Purchaser and the expiry or termination of this Agreement.

INSURANCE

6.1 The Supplier shall, during the Term, at its own expense, take out and maintain a comprehensive general commercial liability insurance (including product liability) with financially sound and reputable insurers in addition to any other insurances required under the Applicable Laws; insurances requested by the Purchaser from time to time and such other valid and adequate insurance required for the Supplier to carry out its obligations and duties under this Agreement and to fulfil any liabilities arising out of this Agreement. The Purchaser shall have the right to request for copies of the Supplier’s insurance policies at its sole discretion.

INDEMNITY

7.1 The Supplier hereby indemnifies and agrees to keep the Purchaser indemnified against any and all, losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind incurred or suffered by the Purchaser by reason of:
a) breach by the Supplier of this Agreement or any Applicable Law;
b) any act or omission on the part of the Supplier whatsoever;
c) any claim brought by a third party against the Purchaser arising out of or in connection with the Goods and/or Services supplied by the Supplier;
d) any claim made against the Purchaser for any actual or alleged infringement of a third party's intellectual property rights arising due to any act, omission or misrepresentation of the Supplier or due to Supplier’s unauthorised use of the Purchaser’s Intellectual Property or
e) the Supplier’s negligence or misconduct.

HAZARDOUS GOODS

8.1 The Supplier shall mark any hazardous goods with internationally accepted and recognized danger symbol(s) and display the name of the material in English. Transport and other documents must include declaration of the hazard and name of the material in English. Goods must be accompanied by emergency information in English in the form of written instructions, labels or markings. The Supplier shall observe the requirements of international laws, regulations and agreements relating to the packing, labeling and carriage of hazardous Goods.

8.2 All information known, held by, or reasonably available to, the Supplier regarding any potential hazard known or believed to exist in transport, handling or use of the Goods supplied shall be promptly communicated to the Purchaser.

TERM AND TERMINATION

9.1 This Agreement shall come into force on the effective date specified in the Particulars and shall remain valid during the Term.

9.2 If no term is specified in the Particulars, this Agreement shall remain valid till performance by the Parties of their obligations in full under this Agreement, unless terminated earlier.

9.3 The Purchaser shall have the right to cancel any issued purchase order(s) and terminate this Agreement at any time without cause by giving a thirty (30) days’ prior written notice to the Supplier.

9.4 The Purchaser shall have the right to modify any issued purchase order(s) or the Particulars attached hereto to vary the quantity or type of Goods and/or Services ordered by the Purchaser by providing written notice to the Supplier and the Supplier shall be bound by such variation upon acceptance of the varied Particulars/purchase order(s).

9.5 Either party may terminate this Agreement immediately by written notice if the other Party is in breach of this Agreement and fails to remedy such breach within thirty (30) days of written notice from the non-breaching party describing the alleged breach.

9.6 In addition to any remedies that may be provided under this Agreement or under the Applicable Laws, the Purchaser may terminate this Agreement with immediate effect upon written notice to Supplier, either before or after the acceptance of the Goods and/or the Services, if the Supplier becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.

9.7 If the Supplier shall have offered, or given, or agreed to give to any person any gift or consideration of any kind as an inducement or reward in relation to this Agreement, or any other agreement with the Purchaser, the Purchaser shall be entitled to terminate this Agreement immediately and without prejudice to any accrued rights or remedies to recover from the Supplier the amount of loss resulting from such termination.

9.8 If the Purchaser cancels a purchase order(s) or terminates this Agreement for any reason, the Supplier’s sole and exclusive remedy shall be the payment for the Goods and/or Services received and accepted by Purchaser prior to the termination.

9.9 Termination of this Agreement shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.

FORCE MAJEURE

10.1 A Party shall not be in breach of this Agreement nor be liable for any failure or delay in performance of any obligations thereunder arising from or attributable to an event of Force Majeure (with the exception of payment obligations) provided that such Party has promptly notified the other Party in writing of the nature and extent of the event of Force Majeure causing its failure or delay in performance. If an event of Force Majeure occurs and written notice is served, and such event of Force Majeure is not resolved within thirty (30) days from the date of notice of the force majeure event, then either Party may terminate this Agreement forthwith by written notice to the other Party. In the event of the termination of this Agreement pursuant to Force Majeure, neither Party shall be liable to the other for any loss or damage of any nature or kind whatsoever suffered as a result of such termination. However, termination of this Agreement due to the occurrence of a Force Majeure event shall not prejudice or affect the accrued rights or claims and liabilities of the Parties.

CONFIDENTIALITY

11.1 The Parties shall keep confidential and shall not disclose to any third party, the terms of this Agreement and all non-public or proprietary information received from the other Party during the Term, including, but not limited to, trade secrets, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, or rebates in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential,” in connection with this Agreement. Either Party shall have the right to request for immediate return and/or destruction of all documents and other materials of that Party in the possession of or received by the other Party under this Agreement. This Clause shall not apply to information that is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; or (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party.

COMPLIANCE WITH LAWS

12.1 Each Party shall comply with all Applicable Laws and any other regulations including those with respect to privacy and data protection, portability, or accountability and all governmental requirements and industry standards applicable to such Party or its personnel with respect to the Services, and the performance of its obligations under this Agreement.

INTELLECTUAL PROPERTY

13.1 Each Party shall retain exclusive interest in and ownership of its Intellectual Property existing prior to this Agreement or developed outside the scope of this Agreement.

13.2 All Intellectual Property rights in any products and/or services developed or created by either Party during the course of the performance of its obligations under this Agreement, shall be owned by and shall be the exclusive property of the Party developing or creating such products and/or services.

13.3 In performing its obligations and exercising its rights hereunder, each Party undertakes not to infringe the Intellectual Property rights of any third party and agrees to comply with all applicable laws, decrees and regulations (including but not limited to any such laws, decrees and regulations relating to anti-bribery and corruption) in regard.
ASSIGNMENT

14.1 The Supplier may not assign or transfer any of its rights or obligations under the Agreement to any other party without the prior written approval of the Purchaser. The Purchaser may assign the whole or any part of the Agreement to any third party without the consent of but with notice to the Supplier. This Agreement shall be binding on the permitted assigns and successors – in – title of the respective Parties.
SEVERABILITY

15.1 If any term or condition of this Agreement or the application thereof to any person or circumstances shall to any extent be invalid or unenforceable, the remainder of this Agreement, or application of such term or condition to persons or circumstances other than those as to which it is held invalid or unenforceable shall not be affected thereby and each term or condition of the contract shall be valid and enforceable.
NO WAIVER

16.1 The non-exercise by the Purchaser of any of its rights hereunder in any particular incidence of breach or default by the Supplier shall not constitute a waiver by the Purchaser of such right or extend to or affect any other or subsequent incidence or impair any rights or remedies consequent thereon or in any way modify or diminish the rights of the Purchaser under this Agreement.
ENTIRE AGREEMENT

17.1 This Agreement constitutes the whole agreement and understanding between the Parties relating to its subject matter and supersedes any prior agreements, whether in writing or oral, relating to such subject matter. No variation of this Agreement shall be effective unless made in writing and signed by each of the Parties.
NOTICES

18.1 Any and all notices, demands and statements or documents of any kind which are desired or required to be given by one party to the other according to the provisions of the contract may be delivered by hand or sent by fax or electronic mail and shall be deemed to have been given and received upon delivery if delivered by hand and upon successful completion of the transmission if sent by fax or electronic mail. Unless and until changed by notice in writing given in accordance with this clause, the addresses, fax numbers and electronic mail for the parties shall be as set forth in the Particulars.
SURVIVAL

19.1 The terms and conditions of this Agreement that by their context or nature are intended to survive after performance hereunder shall survive the termination or expiration of this Agreement. Without limiting the foregoing, Clauses 5-22 shall survive any termination or expiration of this Agreement.
CONFLICT

20.1 In the event of any conflict between the documents forming this Agreement, the order of precedence shall be:
a) Particulars
b) Special Conditions (if any)
c) Standard Terms and Conditions
CALENDAR

21.1 All dates and periods will be determined by reference to the Gregorian calendar.
GOVERNING LAW & JURISDICTION

22.1 This Agreement shall be governed by and construed in accordance with the local laws of the Emirate of Dubai and the federal laws of the UAE applied in the Emirate of Dubai. Any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts of Dubai.: