1.1       Definitions. In these Conditions, the following definitions apply:

Affiliate: in respect of an entity, the Customer’s commercial agent or another entity that directly, or indirectly Controls the Customer, is Controlled by the Customer, or is under the common Control of the Customer.

Applicable Laws: any approvals, authorisations, consent, directives, guidance, judgments, laws, licences, orders, permissions, regulations, requests, rules, standards, statutes, treaties, voluntary codes and local requirements in: i) the country of manufacture; and ii) the country of delivery; and iii) any country in which the Customer will use the Goods or utilise the Services.

Business Day: a day other than a Friday or Saturday, or an officially declared public holiday within the country in which the Customer has instructed the Supplier to deliver its goods or provide its services. 

Commencement Date: has the meaning set out in clause 2.2.

Commercial Markings: means any trade names, marks, logos, branding or any other form of commercial identification whatsoever.

Completion of Delivery: has the meaning set out in clause 4.3.

Conditions: the terms and conditions of purchase set out in this document and (unless the context otherwise requires) includes any special terms and conditions as set out in the Order or as otherwise agreed in writing between the Customer and the Supplier.

Contract: the contract between the Customer and the Supplier for the supply of Goods and/or Services incorporating the Order, these Conditions and (if applicable) the Goods Specification and/or the Services Specification.

Control: in respect of an entity, the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of another whether through the beneficial ownership of more than fifty per cent (50%) of the issued share capital, by agreement or otherwise.

Customer: Means the legal entity (or natural person) name within the ‘supplier’ field of the first page of the Order. 

Customer Materials: has the meaning set out in clause 2.6.

Deliverables: all documents, products and materials (other than the Goods) developed by the Supplier, its employees, or its agents, or contractors as part of or in relation to the Goods and/or Services in any form or media, including without limitation computer programs, data, designs, diagrams, drawings, maps, pictures, plans, reports (including drafts) and specifications.

Gifts: as defined in Aggreko Global Policy.

Goods: the goods (or any part of them), including any Deliverables, to be supplied by the Supplier under the Contract as set out in the Order.

Goods Specification: any specification for the Goods, including any related plans and drawings that is agreed in writing by the Customer and the Supplier.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database rights, topography rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world.

Order: the Customer's order for the supply of Goods and/or Services, as set out in the Customer's purchase order form or in the Customer's written acceptance of the Supplier's quotation, as the case may be.

Services: the services, including any Deliverables, to be provided by the Supplier under the Contract as set out in the Order.

Service Specification: the description or specification for Services [agreed in writing] by the Customer and the Supplier.

Supplier: the person or firm from whom the Customer purchases the Goods and/or Services and whose name appears in the Order.

1.2       Construction. In these Conditions, the following rules apply:

(a)       a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b)       a references to a party includes its personal representatives, successors or permitted assigns;

(c)       a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d)       any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and

(e)       a reference to writing or written includes faxes and e-mails subject to the provisions of clause 14.4 (Notices).

2.         BASIS OF CONTRACT

2.1       The Order constitutes an offer by the Customer to purchase Goods and/or Services from the Supplier in accordance with these Conditions.

2.2       The Order shall be deemed to be accepted on the earlier of:

(a)       the Supplier issuing written acceptance of the Order; or

(b)       the Supplier taking steps to dispatch the Goods and/or perform the Services,

at which point and on which date the Contract shall come into existence (Commencement Date) incorporating these Conditions.

2.3       These Conditions apply to the Contract to the exclusion of any other terms that the Supplier seeks to impose or incorporate (including any terms and conditions attached to or incorporated in the Supplier’s quotation or written acceptance of the Order), or which are implied by trade, custom, practice or course of dealing.

2.4       Without prejudice to clause 2.3, in the event of any conflict between any terms contained in the Order and these Conditions, the terms contained in the Order will override the corresponding term in these Conditions.

2.5       All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.

2.6       The Supplier shall ensure that it holds materials, equipment and tools, drawings, specifications and data supplied by the Customer to the Supplier (Customer Materials) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to the Customer, and shall not dispose or use the Customer Materials other than in accordance with the Customer's written instructions or authorisation.

2.7       The Supplier shall not (and shall procure that its employees, agents, representatives and sub-contractors shall not) i) either directly or indirectly, pay, promise to pay, authorise the payment of, or transfer money, or anything of value, or offer any inducement in any form to any employee or representative of the Customer, or an official of any governmental body or agency or instrumentally thereof, or political party, to secure any advantage or benefit in relation to the matters contemplated herein, or influence the act or omission of any of the aforesaid persons in order to obtain or retain business related to this Contract, or obtain any improper advantage or benefit, and/or (ii) obtain or maintain business through illegal conduct or practices of unfair competition. Any breach of this clause 2.7 shall constitute a material breach of this Contract.

2.8       The Customer’s employees are instructed not to (i) accept gifts of more than nominal or reasonable value (the term “gifts of more than nominal or reasonable value” includes, without limitation, loans, excessive entertainment, or other substantial favours) from the Supplier (or its employees, agents, representatives and sub-contractors), and/or (ii) solicit gifts or favours of any kind and value from the Supplier (or its employees, agents, representatives and sub-contractors). The Supplier agrees to immediately inform the Customer of any act (or omission) of any Customer employee(s) not in compliance with the provisions of this clause 2.8.

2.9       The Supplier warrants to the Customer that, as at the date of this Contract:

(a)       it is duly incorporated and validly existing under the laws of the place of its incorporation and has the power to own its assets and carry on its business as it is now being conducted;

(b)       it has the power and all licences and approvals required to enter into, exercise its rights under and perform and comply with its obligations under this agreement;

(c)       its entry into, exercise of its rights under, and performance and compliance with its obligations under this agreement do not and will not: (i) contravene any Applicable Law or judgment; (ii) contravene any of its constitutional documents; or breach any agreement to which it is a party;

(d)       no litigation, arbitration, administrative, regulatory or similar proceeding is current, pending or, to its knowledge, threatened to restrain its entry into, exercise of its rights under, and performance and compliance with its obligations under this agreement;

(e)       the representative executing this agreement on behalf of that Party is duly authorised to execute this agreement;

(f)        it is not aware of any matters within its reasonable control which might or will adversely affect its ability to perform its contractual obligations under this agreement; and

(g)       all information provided by the Supplier to the Customer to enable the Customer to assess the suitability and capability of the Supplier to provide the Goods or Services is accurate and not misleading.

3.         SUPPLY OF GOODS

3.1       The Goods supplied by the Supplier shall:

(a)       correspond with their description and meet the requirements of, and perform in accordance with, any applicable Goods Specification;

(b)       be of satisfactory quality (within the meaning of the Sale of Goods Act 1979) and fit for any purpose held out by the Supplier or made known to the Supplier by the Customer, expressly or by implication, and in this respect the Customer relies on the Supplier's skill and judgment;

(c)       be new, of the highest quality, free from defects in design, material and workmanship and shall remain so for the longer of: i) twelve (12) months after being placed in service by the Customer; ii) twenty-four (24) months after delivery or iii) any other period agreed by the Parties.; and

(d)       comply with all Applicable Laws relating to the manufacture, labelling, packaging, storage, handling, delivery of the Goods and usage of the Goods.

3.2       The Supplier shall ensure that at all times it has and maintains all the licences, permissions, authorisations, consents and permits that it needs to carry out its obligations under the Contract in respect of the Goods.

3.3       The Customer shall have the right to inspect and test the Goods at any time before delivery.

3.4       If following such inspection or testing the Customer considers that the Goods do not conform or are unlikely to comply with the Supplier's undertakings at 3.1, the Customer shall inform the Supplier and the Supplier shall immediately take such remedial action as is necessary to ensure compliance.

3.5       Notwithstanding any such inspection or testing, the Supplier shall remain fully responsible for the Goods and any such inspection or testing shall not reduce or otherwise affect the Supplier's obligations under the Contract, and the Customer shall have the right to conduct further inspections and tests after the Supplier has carried out its remedial actions.

4.         DELIVERY OF GOODS

4.1       The Supplier shall ensure that:

(a)       the Goods are properly packed and secured in such manner as to enable them to reach their destination in perfect condition;

(b)       each delivery of the Goods is accompanied by a delivery note which shows the date of the Order, the Order number (if any), the type and quantity of the Goods (including the code number of the Goods (where applicable)), special storage instructions (if any) and, if the Goods are being delivered by instalments, the outstanding balance of Goods remaining to be delivered; and

(c)       if the Supplier requires the Customer to return any packaging material for the Goods to the Supplier, that fact shall be  clearly stated on the delivery note. Any such packaging material shall only be returned to the Supplier at the cost and risk of the Supplier.

4.2       The Supplier shall deliver the Goods:

(a)       on the date specified in the Order or, if no such date is specified, then within seven (7) days of the date of the Order;

(b)       to the Customer's premises specified in the Order or such other location as is set out in the Order or as instructed by the Customer before delivery (Delivery Location); and

(c)       during the Customer's normal hours of business on a Business Day, or as instructed by the Customer.

4.3       Completion of Delivery shall take place on the completion of unloading of the Goods at the delivery location and subsequent acceptance of the Goods by the Customer at the Customer’s destination. The Customer shall not be deemed to have accepted any Goods until it has had a reasonable time to inspect them following delivery, or in the case of any latent defect in the Goods, until a reasonable time after the latent defect has become apparent. Any arrangement by which the Goods are collected by the Customer shall be agreed by the parties in writing. Where the Customer collects the Goods, collection is deemed delivery for the purposes of the Contract.

4.4       The Supplier shall not deliver the Goods in instalments without the Customer's prior written consent. Where it is agreed that the Goods are delivered by instalments, they may be invoiced and paid for separately. However, failure by the Supplier to deliver any one instalment on time or at all or any defect in an instalment shall entitle the Customer to the remedies set out in clause 6.1.

4.5       Risk in the Goods shall pass to the Customer on Completion of Delivery. Title in the Goods shall pass to the Customer on the earlier of (a) Completion of Delivery and (b) payment or part payment for the Goods.

4.6       Time of delivery of the Goods and performance of the Services shall be of the essence of the Contract.

5.         SUPPLY OF SERVICES

5.1       The Supplier shall from the Commencement Date or any later date set out in the Order (as applicable) and for the duration of the Contract provide the Services to the Customer in accordance with the terms of the Contract.

5.2       The Supplier shall meet any performance dates for the Services specified in the Order or notified to the Supplier by the Customer.

5.3       In providing the Services, the Supplier shall:

(a)       co-operate with the Customer in all matters relating to the Services, and comply with all instructions of the Customer;

(b)       perform the Services with the best care, skill and diligence in accordance with best practice in the Supplier's industry, profession or trade;

(c)       use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier's obligations are fulfilled in accordance with the Contract;

(d)       ensure that the Services and Deliverables will conform with all descriptions and specifications set out in the Service Specification, and that the Deliverables shall be fit for any purpose expressly or impliedly made known to the Supplier by the Customer;

(e)       provide all equipment, tools and vehicles and such other items as are required to provide the Services;

(f)        use the best quality goods, materials, standards and techniques, and ensure that the Deliverables, and all goods and materials supplied and used in the Services or transferred to the Customer, will be free from defects in workmanship, installation and design;

(g)       obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations;

(h)       promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of the Contract;

(i)        observe all health and safety rules and regulations and any other security requirements that apply at any of the Customer's premises and any other premises where the Services are to be performed; and

(j)        not do or omit to do anything which may cause the Customer to lose any licence, authority, consent or permission upon which it relies for the purposes of conducting its business, and the Supplier acknowledges that the Customer may rely or act on the Services.

6.         CUSTOMER REMEDIES

6.1       If the Supplier fails to deliver the Goods (in whole or in part)  and/or perform the Services (in whole or in part) by the applicable date, the Customer shall, without limiting its other rights or remedies, have one or more of the following rights:

(a)       to terminate the Contract with immediate effect by giving written notice to the Supplier;

(b)       to refuse to accept any subsequent performance of the Services and/or delivery of the Goods which the Supplier attempts to make;

(c)       to recover from the Supplier any costs incurred by the Customer in obtaining substitute goods and/or services from a third party;

(d)       where the Customer has paid in advance for Services that have not been provided by the Supplier and/or Goods which have not been delivered by the Supplier, to have such sums refunded by the Supplier;

(e)       to claim damages for any additional costs, loss or expenses incurred by the Customer which are in any way attributable to the Supplier's failure to meet such dates; and

(f)        to claim on an indemnity basis all damages incurred by the Customer as a result of the Supplier’s delay in delivery.

6.2       If the Supplier has delivered Goods that do not comply with the undertakings set out in clause 3.1 and/or has performed Services that do not comply with the undertakings set out in clause 5.3, then, without limiting its other rights or remedies, the Customer shall have one or more of the following rights, whether or not it has accepted the Goods and/or Services (as applicable):

(a)       to reject the Goods (in whole or in part) whether or not title has passed to the Customer and to return them to the Supplier at the Supplier's own risk and expense;

(b)       to terminate the Contract with immediate effect by giving written notice to the Supplier;

(c)       to require the Supplier to repair or replace the rejected Goods at the Supplier’s cost, or to provide a full refund of the Price of the rejected Goods (if paid). Repair shall be carried out by the Supplier at the place where the rejected Goods are located unless the Supplier deems it necessary that the rejected Goods (or defective part(s) thereof) are returned to an address defined by the Supplier for repair. The Supplier is responsible for the removal and re-installation of the rejected Goods (or defective part(s) thereof) and transport of the rejected Goods (or defective part(s) thereof) to and from the place of repair and any associated travel expenses, removal and re-installation costs, labour charges, access charges, freight charges and duties are for the Supplier's account. The Supplier shall provide (at its own cost) all equipment, tools and vehicles and such other items as are required to repair or replace the rejected Goods;

(d)       to require the Supplier to re-perform the defective Services at the Supplier’s cost, or to provide a full refund of the price of the defective Services (if paid);

(e)       to refuse to accept any subsequent delivery of the Goods which the Supplier attempts to make;

(f)        to recover from the Supplier any expenditure incurred by the Customer in obtaining substitute goods and/or services from a third party; and

(g)       to claim damages for any additional costs, loss or expenses incurred by the Customer arising from the Supplier's failure to supply Goods in accordance with clause 3.1 and/or perform Services in accordance with clause 5.3.

6.3       These Conditions shall extend to any substituted or remedial Services and/or repaired or replacement Goods supplied by the Supplier and any repaired or replaced Goods shall carry the remaining portion of the warranty period in clause 3.1 or if longer, 12 months from the date of repair or replacement))

6.4       The Customer's rights under this Contract are in addition to its rights and remedies implied by statute and common law.

7.         CUSTOMER'S OBLIGATIONS

The Customer shall (a) provide the Supplier with reasonable access at reasonable times to the Customer's premises for the purpose of providing the Services; and (b) provide such information as the Supplier may reasonably request for the provision of the Goods and/or Services and the Customer considers reasonably necessary for the purpose of providing the Goods and/or Services.

8.         CHARGES AND PAYMENT

8.1       The price for the Goods:

(a)       shall be the price set out in the Order.

(b)       shall be inclusive of the costs of packaging, insurance and carriage of the Goods, unless otherwise agreed in writing by the Customer. No extra charges shall be effective unless agreed in writing and signed by the Customer.

8.2       The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of the Supplier in respect of the performance of the Services. Unless otherwise agreed in writing by the Customer, the charges shall include every cost and expense of the Supplier directly or indirectly incurred in connection with the performance of the Services.

8.3       In respect of Goods, the Supplier shall invoice the Customer on or at any time after Completion of Delivery. In respect of Services, unless otherwise agreed in writing by the Customer, the Supplier shall invoice the Customer on completion of the Services. All invoices shall be submitted electronically and shall include such supporting information required by the Customer to verify the accuracy of the invoice, including but not limited to the relevant Order number. The Supplier shall send via email clear, high-resolution, PDF stamped copy of the invoice to AP.AME@aggreko.ae(followed by a hard copy to the Customer’s notice address). 

8.4       In consideration of the supply of Goods and/or Services by the Supplier, the Customer shall pay the invoiced amounts within 60 days of the date of a correctly rendered invoice to a bank account nominated in writing by the Supplier.

8.5       The Supplier shall gross up the Total Order Value by adding value added tax (VAT) at the prevailing rate under the prevailing VAT law (local/federal/international) in force at the time (“Applicable VAT Law”). Customer will pay VAT only on receipt of a valid VAT invoice the contents of  which shall comply with the Applicable VAT Law. In instances where the Applicable VAT Law does not prescribe the contents a VAT invoice, the Supplier shall use its best endeavours to give effect to the spirit of the Applicable VAT Law and shall incorporate any and all content which a competent authority may reasonably require to verify if the Customer has paid the appropriate rate of VAT. Where appropriate the Supplier shall apply any VAT exemption or subject the supply to zero-rated VAT, whichever may be applicable.

8.6       The Supplier shall indemnify the Customer against any liability, including any interest, penalties or costs incurred, which is levied, demanded or assessed on the Customer at any time in respect of the Supplier’s failure to account for or to pay any VAT relating to payments made to the Supplier pursuant to this Order. Order. Supplier will pay to the Customer all amounts due under this clause in not less than five (5) Business Days before the date upon which the tax or other liability is payable by the Customer.

8.7       If the Customer fails to pay any undisputed amount properly due and payable by it under the Contract, the Supplier shall have the right to charge interest on the overdue amount at the rate of one (1) per cent per annum above the base rate for the time being of Royal Bank of Scotland plc accruing on a daily basis from the due date up to the date of actual payment, whether before or after judgment. This clause shall not apply to payments that the Customer disputes in good faith.

8.8       The Supplier shall maintain complete and accurate records of the time spent and materials used by the Supplier in providing the Services, and the Supplier shall allow the Customer to inspect such records at all reasonable times on request.

8.9       The Customer may, without limiting its other rights or remedies, set off any amount owing to it by the Supplier under the Contract against any amount payable by the Customer to the Supplier under the Contract.

9.         INTELLECTUAL PROPERTY RIGHTS

9.1       In respect of the Goods and any goods that are transferred to the Customer as part of the Services under this Contract, including without limitation the Deliverables or any part of them, the Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to the Customer, it will have full and unrestricted rights to sell and transfer all such items to the Customer.

9.2       The Supplier assigns to the Customer, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the products of the Goods and Services, including the Deliverables.

9.3       The Supplier shall obtain waivers of all moral rights in the products, and the Deliverables, of the Services to which any individual is now or may be at any future time entitled under the provisions of any applicable law in any jurisdiction.

9.4       The Supplier shall, promptly at the Customer's request, do (or procure to be done) all such further acts and things and the execution of all such other documents as the Customer may from time to time require for the purpose of securing for the Customer the full benefit of the Contract, including all right, title and interest in and to the Intellectual Property Rights assigned to the Customer in accordance with clause 9.2.

9.5       All Customer Materials are the exclusive property of the Customer.

9.6       The Supplier shall not in any way reproduce or use (whether or not in connection with the supply of the Goods and/or Services) the Customer’s Intellectual Property Rights or Commercial Markings in any advertising, promotion, marketing or public communication or announcement without the prior written consent of the Customer.

10.       INDEMNITY

10.1     The Supplier shall keep the Customer indemnified in full against all costs, expenses, damages and losses, including any interest, fines, legal and other professional fees and expenses awarded against or incurred or paid by the Customer as a result of or in connection with:

(a)       any claim made against the Customer by a third party for death, personal injury or damage to property arising out of, or in connection with, defects in Goods or the performance of the Services, to the extent that the defect in the Goods or the performance of the Services is attributable to the acts or omissions or gross negligence or wilful misconduct of the Supplier, its employees, agents or subcontractors;

(b)       any claim made against the Customer by a third party arising out of, or in connection with, the supply of the Goods or Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of the Contract by the Supplier, its employees, agents or subcontractors; and

(c)       any claim made against the Customer for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.

10.2     For the duration of the Contract and for a period of six (6) years thereafter, the Supplier shall maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance to cover the liabilities that may arise under or in connection with the Contract and shall, on the Customer's request, produce both the insurance certificate giving details of cover and the receipt for the current year's premium in respect of each insurance.

10.3     This clause 10 shall survive termination of the Contract.

11.       CONFIDENTIALITY

A party (Receiving Party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the Receiving Party by the other party (Disclosing Party), its employees, agents, subcontractors or professional advisers, and any other confidential information concerning the Disclosing Party's business or its products or its services which the Receiving Party may obtain. The Receiving Party shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging the Receiving Party's obligations under the Contract, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Receiving Party. The Receiving Party may also disclose such of the Disclosing Party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 11 shall survive termination of the Contract.

12.       TERMINATION

12.1     Without limiting its other rights or remedies, the Customer may terminate the Contract with immediate effect by giving written notice to the Supplier if:

(a)       the Supplier commits a material or persistent breach of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of receipt of notice in writing of the breach;

(b)       an event occurs, or proceedings are taken, in any jurisdiction to which the Supplier is subject that has an effect equivalent or similar to the following events: an order is made or a resolution is passed for the winding up of the Supplier, or an order is made for the appointment of an administrator to manage the affairs, business and property of the Supplier, or such an administrator is appointed, or a receiver or manager or administrative receiver is appointed in respect of all or any of the Supplier's assets or undertaking or circumstances arise which entitle the court or a creditor to appoint a receiver or manager or administrative receiver or which entitle the court to make a winding-up or bankruptcy order, or the Supplier takes or suffers any similar or analogous action in consequence of debt, or an arrangement or composition is made by the Supplier with its creditors or an application to a court for protection from its creditors is made by the Supplier; or

(c)       the Supplier suspends or threatens to suspend, or ceases or threatens to cease to carry on, all or a substantial part of its business.

12.2     Without limiting its other rights or remedies, the Customer may terminate the Contract:

(a)       in respect of the supply of Services, by giving the Supplier one (1) week written notice; and

(b)       in respect of the supply of Goods, with immediate effect by giving written notice to the Supplier, in which case the Customer shall pay the Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss.

12.3     In any of the circumstances in these Conditions in which the Customer may terminate the Contract, where both Goods and Services are supplied, the Customer may instead terminate part of the Contract in respect of the Goods, or in respect of the Services, and the Contract shall continue in respect of the remaining supply.

13.       CONSEQUENCES OF TERMINATION

On termination of the Contract or any part of it for any reason:

(a)       where the Services are terminated, the Supplier shall immediately deliver to the Customer all Deliverables, whether or not then complete, and return all Customer Materials. If the Supplier fails to do so, then the Customer may without limiting its other rights or remedies enter the Supplier's premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(b)       the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination; and

(c)       clauses which expressly or by implication have effect after termination shall continue in full force and effect.

14.       GENERAL

14.1     Force majeure:

Neither party shall be liable to the other as a result of any delay or failure to perform its obligations under the Contract if and to the extent such delay or failure is caused by an event or circumstance which is beyond the reasonable control of that party which by its nature could not have been foreseen by such a party or if it could have been foreseen was unavoidable. If such event or circumstances prevent the Supplier from supplying the Goods and/or Services for more than 14 days, the Customer shall have the right, without limiting its other rights or remedies, to terminate this Contract with immediate effect by giving written notice to the Supplier.

14.2     Customer’s “Supplier Code of Conduct”, anti-slavery and anti-corruption:

The Supplier shall:

(a)       comply with all applicable laws, statutes, regulations, and codes relating to anti-slavery, anti-bribery and anti-corruption, including the Modern Slavery Act 2015 and the Bribery Act 2010 (Relevant Requirements);

(b)       not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the Bribery Act 2010 as if such activity, practice or conduct had been carried out in the UK;

(c)       comply with the Customer’s Ethics, Anti-bribery and Anti-corruption Policies (Relevant Policies).

(d)       have and shall maintain in place throughout the term of this Contract its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements, the Relevant Policies and Clause 14.2(b), and will enforce them where appropriate;

(e)       promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by the Supplier in connection with the performance of this Contract;

(f)        immediately notify the Customer (in writing) if a foreign public official becomes an officer or employee of the Supplier or acquires a direct or indirect interest in the Supplier and the Supplier warrants that it has no foreign public officials as direct or indirect owners, officers or employees at the date of this Contract);

(g)       within two (2) months of the date of this agreement, and annually thereafter, certify to the Customer in writing signed by an officer of the Supplier, compliance with this Clause 14 by the Supplier and all persons associated with it under Clause 14.2. The Supplier shall provide such supporting evidence of compliance as the Customer may reasonably request.

14.3     The Supplier shall ensure that any person associated with the Supplier who is performing services in connection with this Contract does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Supplier in Clause 14.2 (Relevant Terms). The Supplier shall be responsible for the observance and performance by such persons of the Relevant Terms, and shall be directly liable to the Customer for any breach by such persons of any of the Relevant Terms.

14.4     Breach of clauses 14.2 or 14.3 shall be deemed a material breach of this Contract.

14.5     For the purpose of clauses 14.2, and 14.3, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 14.5, a person associated with the Supplier includes but is not limited to any subcontractor of the Supplier.

14.6     Assignment and subcontracting:

(a)       The Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract without the prior written consent of the Customer.

(b)       The Customer may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

14.7     Notices:

(a)       Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by commercial courier, at its registered office (if a company) or (in any other case) its principal place of business, or sent by fax to the other party's main fax number.

(b)       Any notice or communication shall be deemed to have been duly received if delivered personally, when left at the address referred to above or, if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed, or if sent by fax, on the next Business Day after transmission.

(c)       This clause 14.4 shall not apply to the service of any proceedings or other documents in any legal action. For the purposes of this clause, "writing" shall not include e-mails and for the avoidance of doubt notice given under this Contract shall not be validly served if sent by e-mail.

14.8     Waiver and cumulative remedies:

(a)       A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

(b)       Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.

14.9     Severance:

(a)       If a court or any other competent authority finds that any provision (or part of any provision) of the Contract is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.

(b)       If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.10   No partnership: Nothing in the Contract is intended to, or shall be deemed to, constitute a partnership or joint venture of any kind between any of the parties, nor constitute any party the agent of another party for any purpose. No party shall have authority to act as agent for, or to bind, the other party in any way.

14.11   No exclusivity: This Contract is non-exclusive and both parties remain free to enter into similar agreements with any third parties.

14.12   Third parties: A person who is not a party to the Contract shall not have any rights under or in connection with it.

14.13   Variation: Any variation, including any additional terms and conditions, to the Contract shall only be binding when agreed in writing and signed by the Customer.

14.14   Non solicitation: During the term of this Contract and for a period of eighteen (18) months thereafter, the Supplier shall not, either for itself or jointly with or for any other person, directly or indirectly: (i) solicit any employee of: (i) the Customer who is (at the date of this Customer or at any time during the performance of this Contract) directly involved in the performance of the Customer’s obligations under this Contract; or (ii) employees of the end user of the Products and/or Services; or employ any employee of: (i) the Customer who is (at the date of this Contract or at any time during the performance of this Contract) directly involved in the performance of the Customer’s obligations under this Contract; or (ii) employees of the end user of the Products and/or Services.

14.15   Governing law and jurisdiction: The validity, interpretation and performance of the Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the Courts of the Dubai International Financial Centre.

14.16   In the event of a conflict in interpretation of terms between the English text and Arabic text of this Order, the English text shall prevail.