1. Definitions
1.1. Company: Al Hassan LLC (Al Hassan Electricals CO. LLC, Al Hassan Switchgear Co. LLC and Hi-Tech Services and Supplies)
1.2. GTCs: These General Terms & Conditions.
1.3. Work: The work to be undertaken by the Vendor pursuant to the PO.
1.4. PO: This purchase order to which these GTCs are appended, issued by the Company to the Vendor.
1.5. Goods: As part of the work, any and all goods to be supplied by the Vendor under the PO.
1.6. Services: As part of the work, any and all services to be provided by the Vendor under the PO.
1.7. Vendor: The Vendor to whom the PO has been issued.
1.8. Customer: The end customer of the Company for the purposes of the Work included in the PO.
1.9. Party/Parties: Shall entail either the Company, or the Vendor, or both, as the context requires.
1.10. Cost Event: Shall have the meaning prescribed to it in these GTCs.
1.11. Cost Threshold: Shall have the meaning prescribed to it in these GTCs.
1.12. Force Majeure Event: Shall have the meaning prescribed to it in these GTCs.
1.13. LD Limit: Shall have the meaning prescribed to it in these GTCs.
2. General Provisions
2.1. The GTCs are appended to, deemed to have been incorporated into, and become part of, the PO issued by the Company to the Vendor and the mere acceptance of the PO by the Vendor amounts to the acceptance of the GTCs.
2.2. Upon acceptance of the PO, the Vendor is deemed to have confirmed that it has thoroughly reviewed the contents of the PO and the GTCs and accepted the same.
2.3. In case of any conflict between any clause of these GTCs and the PO, the PO shall prevail.
2.4. The GTCs and the PO shall be governed by and construed in accordance with the laws of the Sultanate of Oman. Any disputes between the Parties shall be resolved through the dispute resolution mechanism specified in the PO. In absence of any mechanism provided in the PO, the Parties resolve to submit the dispute to the jurisdiction of the court of the Sultanate of Oman at Muscat.
2.5. The Company shall have the authority to issue amendments to the GTCs in writing, and upon issuance thereof, the GTCs shall automatically stand amended.
2.6. The GTCs are drafted in English and may be translated into other languages. However, in any case, the English version of these GTCs shall prevail over its translations.
3. Acceptance of PO
3.1. The Vendor shall have 3 days from the date of the PO to respond with any requests for changes or clarifications required, or if it does not wish to accept the PO.
3.2. If no response is received from the Vendor within such period, the PO shall be deemed to be accepted by the Vendor as is.
4. Ethical and compliance obligations
4.1. The Vendor shall:
i. Conduct its business and undertake the Work with honesty, integrity, and transparency.
ii. Refrain from engaging in any act of bribery, corruption, fraud, money laundering, or any other unethical act or practice.
iii. Neither offer nor accept any improper financial or non-financial benefit beyond that which is provided in the PO.
4.2. In the event of any unethical request, or misconduct, by or involving Company personnel, the Vendor shall promptly inform the Company by way of a written complaint submitted on the following address: faheem.s@alhassanllc.com.
4.3. The Vendor shall ensure its compliance with all applicable laws and regulations of the Sultanate of Oman promulgated, or amended, from time to time, including, inter alia, labor laws, environmental regulations, anti-corruption, anti-bribery, and anti-money laundering laws and regulations.
4.4. The Vendor confirms and undertakes that it is not, and shall not get, involved in any criminal or unlawful activities, or any other activity which may impair the performance of its obligations and/or the Work, or harm the reputation of the Company.
4.5. The Vendor hereby undertakes that it shall not engage in forced and/or child labor or any other form of labor exploitation.
4.6. The Vendor shall have in place an HSE policy which shall be compliant with applicable HSE laws and regulations and internationally accepted industry standards, and shall ensure safe handling, manufacturing, and delivery of goods and services, and minimize environmental impact and adopt sustainable practices.
4.7. The Vendor shall not offer gifts, hospitality or other benefits to influence the business decisions of the Company. In case any request is made by Company personnel for any gift, hospitality or other benefit, it shall be promptly reported to the Company on the contact details provided in this clause above.
4.8. The Vendor shall disclose any actual or potential conflict of interest to the Company on the details provided in this clause above. To clarify, the Vendor shall not engage in any business dealing with the Company where it has an actual or potential conflict of interest.
5. Quality & Performance
5.1. The Vendor shall:
i. Undertake the Work in accordance with agreed specifications and quality standards as detailed in the PO.
ii. Ensure timely delivery and proper execution of the Work.
iii. Promptly rectify any defects or non-conformities in the Work.
iv. Ensure that all Goods supplied shall be new (unless there is a written agreement to the contrary), of good quality, and free from defects in design, material and workmanship, and fit for their intended purposes.
The Company shall have the complete right to reject, in full or in part, any non- conforming Goods/Services without any liability for costs, damages, or compensation.
6. Confidentiality
6.1. All information disclosed by the Company to the Vendor whether before or after the PO, in relation to its business affairs, customers, clients, suppliers, plans, intentions, market opportunities, operations, processes, product information, know-how, designs, trade secrets, etc., shall be treated as confidential by the Vendor who undertakes and agrees to keep all such information strictly confidential and to not disclose it to any third party or use for any purposes other than as permitted by the Company in writing.
6.2. The obligations of confidentiality contained herein shall not apply to the extent that the disclosure of such information:
i. Is required for the purposes of obtaining legal, financial, tax or other professional advice, provided that the recipient is informed of its confidential nature and is made subject to an equal obligation of confidential as the Vendor;
ii. Is required by law, regulation, any court of competent jurisdiction, or any governmental regulatory, or supervisory authority to which the Vendor is subject or submits, provided that, to the extent permitted by law, the Vendor shall give the Company prior written notice of such disclosure and shall cooperate with the Company if it wishes to contest such disclosure or seek a protective order in relation thereto; or
iii. Is already in or comes into the public domain other than through breach of this Agreement.
6.3. The obligations contained in this clause shall remain effective for a period of three years from the date of the PO.
7. Access to Information & Audit Rights
7.1. The Company shall have the right to conduct an audit of the Vendor’s compliance with the GTCs, and the terms of the PO.
7.2. For the purposes of the above, the Vendor shall promptly, at the written request of the Company, provide the Company with all documentation relevant to the PO and its obligations thereunder, as requested, and allow the Company’s personnel access to the Vendor’s manufacturing and/or operational facilities for the purposes of visitation and inspection.
7.3. The Vendor shall not attempt to hinder or restrict the Company’s right to conduct its audit, or refuse to provide information or documentation which it requests in relation thereto, under this clause.
8. Right to Subcontract
8.1. The Vendor shall not subcontract any of its obligations under the PO without prior written approval of the Company. If the Vendor seeks to subcontract, it shall submit a written request to the Company detailing therein:
i. The exact scope of Work which is being subcontracted
ii. The reason for the Work being subcontracted
iii. The person to whom the Work is being subcontracted
The Company shall review the request from the Vendor and respond, in writing, informing the Vendor whether it is permitted to subcontract or not. The approval, or rejection, shall be at the discretion of the Company and the exercise of this discretion shall not be objected to by the Vendor in any manner whatsoever.
8.2. The Vendor shall ensure that the subcontractor engaged adheres to the standard of quality, delivery timelines, ethical, confidentiality, reporting and compliance obligations as contained in the GTCs and the PO. The Vendor shall be liable to the Company for any damage or cost incurred by the Company due to the subcontractor’s non-adherence & non-compliance.
9. Reporting & Communication
9.1. The Vendor shall provide the Company with weekly progress updates in relation to the Work under the PO. The updates shall include all relevant information including, inter alia, any actual or anticipated delays in the Work, any issues relating to actual or anticipated instances of non-compliance with the GTCs or any applicable laws, regulations, etc.
9.2. In case of any actual or anticipated delays in the delivery timeline, the Vendor shall notify the Company promptly in writing. The Vendor shall include in its notification:
i. The reason for the actual or anticipated delay.
ii. The steps being taken to mitigate the effects of the actual or anticipated delay.
iii. The expected period of the actual or anticipated delay.
10. Timeline, Delays and Penalties
10.1. The Parties hereby agree and accept that time is of the essence for the purposes of the PO. The Vendor shall ensure its compliance with the delivery timeline provided and agreed upon in the PO.
10.2. In case of any delay, the Vendor shall be subject to liquidated damages in the following manner:
i. An amount of 1% of the PO value per day shall be applied for the delay period.
ii. The total liquidated damages amount shall not exceed 10% of the PO value (the “LD Limit”).
The Parties agree that this represents a genuine pre-estimate of the Client’s loss and is not a penalty.
10.3. In the event that any penalty and/or liquidated damages is charged to the Company by its end consumer due to any act of breach, negligence, or delay by the Vendor, the Company shall have the right to charge the same to the Vendor. The Vendor shall be liable for the full amount of penalty and/or liquidated damages imposed on the Company by the Customer and its liability in this regard shall not be limited by the LD Limit.
10.4. The Company shall have the right to deduct any penalty and/or liquidated damages amount from the monies owed and payable to the Vendor.
11. Force Majeure
11.1. For the purposes of the GTCs, Force Majeure Event means any act, event, cause of occurrence rending it impossible for a Party to perform its obligations, and which is not within the reasonable control of such Party and has occurred without the fault or negligence of the Party and which, by way of exercise of reasonable diligence, that Party is unable to provide against, which shall include any event, circumstances or condition which is unforeseeable or, if foreseeable, beyond the reasonable control of the affected Party, including, without limitation:
i. Acts of God, flood, drought, earthquake, or other natural disaster;
ii. Epidemic or pandemic;
iii. Terrorist attack, civil war, civil commotion or riots, war, threat of or preparation for war, armed conflict, imposition of sanctions, embargo, or breaking off of diplomatic relations;
iv. Nuclear, chemical, or biological contamination or sonic boom;
v. Any law or action taken by a government or public authority, including imposing an export or import restriction, quota or prohibition;
vi. Any labour or trade dispute, strikes, industrial action or lockouts (other than by the staff of the affected Party or of its subcontractors or affiliates); and
vii. Interruption or failure of utility services.
11.2. Neither Party shall be liable for any delay or failure in the performance of their obligations under the PO and/or these GTCs for so long as and to the extent that the delay or failure results from a Force Majeure Event.
11.3. The affected Party shall promptly notify the other Party in writing of the start of a Force Majeure Event and shall use all reasonable endeavours to limit the effect of the Force Majeure Event on the performance of its obligations.
11.4. If either Party is prevented in whole or in part from performing its obligations under the PO and/or these GTCs by reason of a Force Majeure Event for a period of two consecutive months from the occurrence thereof, the Company may, in its discretion, choose to terminate the PO. In case of such termination the Company shall pay the Vendor for any part of the work it has completed and delivered under the PO up to the effective date of the termination.
11.5. The sole and exclusive authority to decide whether or not any event constitutes a Force Majeure Event shall rest with the Company.
12. Increased Costs
12.1. For the purposes of these GTCs, a Cost Event shall mean:
i. the introduction of or any change in, or in the interpretation of, any law or regulations (except legislation pertaining to taxes), or
ii. the compliance with any guideline, instruction or directive of any governmental and/or regulatory authority, or
iii. any event which is beyond the reasonable control of the Vendor, and which is not caused by the Vendor’s negligence, nor could have been predicted or avoided by the Vendor using reasonable prudence.
12.2. If, after the date hereof, due to a Cost Event, the cost for performing the Work, for the Vendor, increases by more than 10% of the PO’s total value (the “Cost Threshold”), the Vendor may claim such amount from the Company.
12.3. Upon the occurrence a Cost Event, and the increase of the cost beyond the Cost Threshold, the Vendor shall submit a written request to the Company providing therein the details of, and the reasons for, the increase in the costs. The Company shall have the right to demand any such clarification, details and substantiation in relation to the claim as it deems fit, and the Vendor shall promptly provide the same.
12.4. Approval of the claim for the increased costs shall be at the Company’s discretion, which the Company shall be bound to exercise reasonably.
12.5. Upon the occurrence of a Cost Event that impacts the Company, or the Customer, the Company shall have the right to instruct the Vendor to revise the delivery schedule in such manner as it deems fit. In such cases, the Vendor shall not have the right to make any claim for additional costs or damages to the Company.
13. Invoice & Payments
13.1. The Vendor shall be paid as per the amounts specified in the PO.
13.2. The Vendor shall submit its invoice(s) to the Company within seven (7) days of the completion of the delivery.
13.3. Any disputes in relation to any payment or invoice shall be raised within a period of sixty (60) days from the submission of invoice, or completion of payment.
13.4. In case the Company disputes any amount contained in an invoice submitted by the Vendor, it shall inform the Vendor of the same in writing, detailing therein the reason for disputing the amount and request clarification and/or documentation from the Vendor in relation thereto.
13.5. The Vendor shall respond to the Company in writing and provide the required clarification and/or documentation requested, within a period of seven (7) days from the date of receipt of the request.
13.6. In case the Company disputes any amount contained in the invoice submitted by the Vendor, it shall not be permitted to withhold the undisputed amount.
14. Right to deduct
14.1. The Company shall have the right to deduct any amount due and payable to it by the Vendor, from any amounts which it owes to the Vendor under the PO.
14.2. In case the Company wishes to deduct any amount pursuant to this clause, it shall notify the Vendor in writing and give details of the amount it is deducting, and the reason for the deduction of that amount.
15. Letter of Credit and Banking Charges
15.1. The Parties shall bear all banking, letter of credit, and related charges in the following manner:
i. Vendor’s bank’s and intermediary bank’s charges shall be borne by the Vendor.
ii. Company’s bank’s charges shall be borne by the Company.
16. Termination
16.1. The Company shall have the right to terminate the PO with immediate effect by serving a written notice in this regard to the Vendor, in the event of:
i. The Vendor’s breach of these GTCs or the PO.
ii. The Vendor’s non-performance or unsatisfactory performance.
iii. The Vendor’s becomes insolvent, enters in liquidation (whether voluntary or compulsory), bankruptcy, or receivership.
iv. The liquidated damages to be applied to the Vendor exceed the LD Limit.
16.2. In addition to the above, the PO shall also stand automatically terminated in the event the order/contract between the Company and the Customer is terminated. In the event that the order/contract between the Company and the Customer is terminated, the Company shall immediately notify the Vendor of the same in writing.
16.3. Upon termination of the PO, the Company shall be entitled to:
i. Withhold, deduct, or set-off against any amounts due to the Vendor, any amounts which the Vendor owes to the Company.
ii. Recover any amounts already paid for undelivered, defective, or non-compliant Goods/Services, and Vendor shall be bound to pay such amount to the Company forthwith.
iii. Procure the remaining Goods/Services from alternate sources and recover any additional costs incurred in this regard from the Vendor.
16.4. Termination of the PO shall not relieve the Vendor of any liabilities accrued prior thereto under the GTCs or the PO.
17. Liability & Indemnity
17.1. The Vendor shall be liable for any bodily harm, death or damage to property arising from or related to the Works, or the use of the Goods, whether caused by defects, non- compliance, or negligence, at any time. Nothing in the GTCs shall be deemed to exclude or limit the Vendor’s liability in this regard.
17.2. The Vendor shall indemnify and hold harmless the Company from any claims, damages, or liabilities arising from the Vendor’s negligence, non-compliance of the applicable laws, and breach of these GTCs & PO.
18. Vendor Documentation
18.1. The Vendor shall at all times maintain and keep updated its corporate and commercial documentation including its commercial registration, VAT/tax certificates, and all relevant licenses and certifications, and shall provide the Company with a copy of the same upon receipt of a written request.
18.2. The Vendor shall ensure that the vendor assessment form of the Company shall be filled out, completed, and submitted by the Vendor to the Company on an annual basis. Failure to do so may result in the Vendor’s registration with the Company to be cancelled.
19. Warranty Obligations & Defects
19.1. The warranty period for the Goods/Services shall be whichever is the longer duration of the following:
i. The Vendor’s standard warranty period for similar Goods/Services.
ii. The period specified in the PO.
iii. The period required by customer/client (B2B)
19.2. The Vendor shall acknowledge all warranty claims submitted to it by the Company within a period of seven (7) days from receipt thereof.
19.3. The Vendor shall undertake the repair/remedial works or replacement within a period of seven (7) days from the date of acknowledgement of the warranty claim, or such period as is reasonably required after informing the Company of the duration of the period which will be required.
19.4. All logistic costs relating the warranty claim including collection & delivery shall be borne by the Vendor.
19.5. The Vendor shall also be liable for any latent defects in the Goods/Services which are discovered after the lapse of the warranty period in the same manner as it is liable under the warranty period.
19.6. If, from any given lot or shipment, five to ten percent (5%-10%) or more of the Goods are found to be defective, the Company reserves the right to reject the entire lot or shipment and the Vendor shall replace the same at its own cost and expense.
20. Packaging, Marking and Reporting of Dimensions
20.1. In addition to anything contained in the PO in this regard, the Vendor shall ensure that the Goods are always packed, marked, and shipped in such a manner that it prevents damage during transport during delivery.
20.2. All packages shall have gross weight mentioned in kilograms, dimensions mentioned in metric systems, lifting points and center of gravity marked on the package. The same information shall also be included in the delivery note against each item/delivery.
20.3. The country of origin and manufacturer of the Goods shall be clearly stated on all delivery documentation. The Vendor shall provide to the Company, upon written request, the packing dimensions and weight of all constituent parts of the Goods, if any.
20.4. The packages shall clearly mention the country of origin and the PO marks.
20.5. The invoices and packing lists for all Goods shall state the HS Codes.
21. Risk and Delivery
21.1. The title to the Goods shall pass to the Company as per the terms agreed upon in the PO.
21.2. The Vendor shall be solely and exclusively responsible for delivering the Goods to the Company and all risk in relation to the Goods shall remain with the Vendor until the Goods are accepted by the Company.
21.3. The Company shall have the right to instruct the Vendor, whether due to a Cost Event or any other reasonably reason, to hold the delivery of any Goods it is obligated to delivery under the PO until such date as the Company reasonably requires. The Vendor shall not claim any additional payment for holding the delivery.