The Supplier shall supply the goods and/or services specified in this Purchase Order to the Buyer as and when requested by the Buyer in accordance with these terms and conditions. The Supplier's general terms and conditions of business, sales and delivery or similar provisions, shall not apply. The possibility of a conclusive agreement of this kind is excluded. Accordingly, such terms shall not apply even if the Supplier refers to them (especially in offers or order confirmations), and the Buyer does not object, or if the Buyer accepts or pays for the Supplier's services.
The Supplier shall:
(a) confirm its acceptance or rejection of a Purchase Order within two working days of it having been placed by the Company: and
(b) supply the goods and/or perform the services specified in this Purchase Order on or before the delivery date specified.
The Supplier shall maintain sufficient stocks of the goods and retain sufficient staff and resources for the performance of the services, to meet the Company’s reasonably foreseeable demand for such goods and services.
The goods and services shall comply with the specifications provided either in this Purchase Order or supplied by the Company or the Supplier separately. Without limiting the foregoing, the services shall be performed in accordance with the best industry practice.
All goods or services supplied against this Purchase Order shall, in the case of goods be subject to the approval of the Buyer and its inspection within a reasonable time after delivery and in the case of services, be subject to the approval of the Buyer during their rendering or following their completion as the case may warrant. The Buyer may reject any goods if, in the Buyer’s reasonable opinion, they do not comply with any requirement of the relevant Purchase Order or these terms and conditions.
(a) If goods are rejected by the Buyer they shall be held at the Supplier’s risk and returned to the Supplier at the Supplier’s expense. In the case of defective goods, the Buyer reserves the right to require the Supplier, upon giving written notice, to, within the timeframe specified in the notice:
(i) replace the goods or supply equivalent goods;
(ii) pay the cost of replacing the goods or of acquiring equivalent goods;
(iii) repair the goods; or
(iv) pay the cost of repairing the goods.
(b) If services are rejected by the Buyer, the Buyer reserves the right to require the Supplier, upon giving written notice, to supply the services again or pay the cost of having the services supplied again.
(c) The rights conferred on the Buyer under sub–clauses (a) and (b) may be exercised without prejudice to any other rights or remedies the Buyer may have at law or in equity.
(d) The Supplier shall, at the Buyer’s option, pay (or credit to the Buyer) all costs incurred by the Buyer due to the delivery of goods or services which are rejected by the Buyer under sub-clauses (a) or (b), including but not limited to administrative costs.
(e) No faulty or surplus goods manufactured under a Purchase Order for the Buyer, whether rejected by the Buyer or not are to be offered for sale or sold by the Supplier to third parties.
The Supplier releases and indemnifies the Buyer its employees and agents against all costs, losses, liabilities, damages, fines, penalties, economic losses, loss of profits, actions, claims and demands (including the cost of defending or settling any action claim or demand) suffered by the Buyer whether arising directly or indirectly out of a breach of this agreement by the Supplier or the willful, fraudulent, reckless, negligent or intended act or omission of the Supplier, its agents, employees or sub–contractors or of any other person for whose acts or omissions the Supplier is vicariously liable, except to the extent that any of the loss, liability, damages, costs and expenses are caused by or contributed to by the Buyer’s negligent act or omission.
The Supplier shall (at its own cost) effect and keep in force during the supply of any goods or services against this Purchase Order the following insurances:
(a) workers’ compensation (to include any subcontractors of the Supplier) in accordance with the requirements of all relevant laws;
(b) motor vehicle liability.
(c) loss of or damage to the goods (including while in storage or in transit) until risk has passed to the Buyer, for their full reinstatement value;
(d) public and products liability insurance of not less than $20,000,000 per occurrence; and
(e) any other insurances as required by law or that a prudent person would take out in relation to the supply of the goods or services. The insurances referred to in (c) and (d) shall if required by the Buyer be endorsed to include the interests of the Buyer. When requested, the Supplier shall provide the Buyer with satisfactory evidence that all such insurances specified are in force.
The Supplier warrants that:
(a) at the time of delivery, all goods supplied shall:
(i) correspond with their description and specifications provided either in this Purchase Order or supplied by the Buyer or the Supplier separately;
(ii) be unused and free from any encumbrance or security interest;
(iii) be of acceptable quality and free from any defects;
(iv) be reasonably fit for the purpose for which they are acquired and be free from defects in design, material and workmanship;
(v) correspond with any sample in quality; and
(vi) carry any applicable manufacturer’s warranty which shall pass to the Buyer;
(b) all services supplied shall:
(i) be reasonably fit for the purpose for which they are supplied;
(ii) comply with the specifications provided either in this Purchase Order or supplied by the Buyer or the Supplier separately;
(iii) be provided within the time specified by the Buyer either in the Purchase Order or separately, or, if no time is specified, within a reasonable time; and
(iv) be rendered with due care and skill;
(c) the Buyer’s possession or use of the goods and/or services will not infringe upon or violate any intellectual property rights of any person;
(d) it has and will maintain all necessary licences, approvals, permits and authorities in relation to the supply of the goods and/or performance of the services;
(e) it will comply with all relevant laws and the reasonable directions of the Buyer in relation to the supply of the goods and/or performance of the services;
(f) it will use only, and provide all, appropriately skilled, qualified and experienced personnel, processes and resources required to supply the goods and/or perform the services; and
(g) without limiting sub-clauses (a) to (f) it will exercise that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled, reasonable and experienced operator in the same or similar circumstances, with reference to best international standards. The warranties contained in this clause 9 are deemed to be repeated on each occasion a good is delivered to the Buyer or a service is performed for the Buyer, by the Supplier.
This Purchase Order does not entitle the Supplier to use the Buyer’s name, logo, trademarks or any other brand-related elements in any advertising or for any other purpose without the Buyer’s prior written consent.
(a) No changes to this Purchase Order by the Supplier shall be made without the prior written consent of an authorized representative of the Buyer.
(b) The Buyer shall be entitled to vary the Purchase Order or, subject to agreement by the Supplier, the specification of the goods and/or services covered by the Purchase Order, at any time, in writing, to the Supplier.
The Supplier agrees that spare parts and replacements for the goods will be available to the Buyer on reasonable commercial terms for a period of not less than ten years from the date of the Purchase Order and that prior to the goods or spare parts being made obsolete at least 4 months’ written notice will be given to the Buyer.
(a) This Purchase Order is placed on a firm price basis in accordance with the price listed overleaf and includes delivery to the stated destination and the off-loading of the goods by the Supplier at the point of destination. The price may not be increased without the prior written consent of the Buyer.
(b) Except as provided in sub–clause
(c), and unless different payment terms are specified in the Purchase Order, payment for the goods or services shall be made within 90 days following receipt of the invoice, which shall not be rendered until the goods are delivered to the Buyer or the services fully rendered. Any payment so made shall be without prejudice to the rights of the Buyer under these terms and conditions. (c) All invoices, delivery notices and statements of account must show clearly the order number used by the Buyer.
(d) If the Buyer in good faith disputes the accuracy of any invoice, the Buyer shall, prior to the due date for payment of that invoice, give notice of that fact to the Supplier. That notice shall state the basis of the dispute and give relevant supporting details. The Buyer may withhold payment of an entire invoice, not withstanding that a portion of the invoice may not be disputed. If the parties do not resolve the dispute within 20 working days of the date of the notice, representatives from each party must meet and use all reasonable endeavours to resolve the dispute by negotiation.
(e) The Supplier acknowledges that the Buyer may deduct or set-off against any monies due by the Buyer to the Supplier, any amounts owed by the Supplier to the Buyer, including damages, costs or expenses incurred or suffered by the Buyer.
All goods supplied are for the use of or re-sale by the Buyer or its associated companies and may be incorporated in any products in which event no claim shall lie for royalties or other additional compensation.
The Buyer is not required to obtain from the Supplier any minimum value of goods or services, or to provide any minimum level of income to the Supplier.
(a) The Supplier shall not without the prior written consent of the Buyer subcontract the execution of any Purchase Order.
(b) The Supplier shall, notwithstanding any subcontracting, remain liable to the Buyer for all of its obligations under these terms and conditions and all acts, defaults and negligence of any subcontractor as fully as if they were the acts, defaults or negligence of the Supplier.
If requested by the Buyer when the Purchase Order is placed, the Supplier shall furnish the Buyer with a detailed manufacturing schedule in respect of the goods and shall keep the Buyer informed of all variations from such schedule provided that no acceptance by the Buyer of any such notice or variation shall be deemed a waiver by the Buyer of any of these additions or its rights under these terms and conditions in respect of late delivery.
Without prejudice to any other rights the Buyer may have at law or under statute or under these terms and conditions or otherwise and without incurring any liability whatsoever to the Supplier:
(a) the Buyer may terminate this Purchase Order immediately by notice in writing if:
(i) the Supplier breaches any material obligation under these terms and conditions or any Purchase Order and fails to remedy the breach to the Buyer’s reasonable satisfaction within 20 working days after receiving written notice from the Buyer specifying the breach and requiring remedy; or
(ii) the Supplier ceases to carry on all or substantially all of its business or operations;
(iii) any execution or other legal process is levied upon any of the Supplier’s assets;
(iv) the Supplier or any of its directors, officers or employees becomes for any reason persona non-grata in any jurisdiction or to any Government or Government official;
(v) the Supplier fails or refuses to cooperate with any audit or investigation conducted by the Buyer under clause 27; or
(vi) the Supplier commits an act of bankruptcy or fails to pay its debts as and when they fall due.
(b) Without limiting the Buyer’s other rights and remedies, if the Supplier refuses or otherwise fails to supply goods or services in accordance with this Purchase Order, the Buyer may terminate this Purchase Order(s) immediately by written notice and refuse to take delivery of all goods not delivered and accepted at the date of such notice. The Buyer shall not be liable in any way whatsoever to the Supplier in respect of such termination and the Supplier shall pay any costs incurred by the Buyer due to the Supplier’s refusal or failure, including any additional costs of obtaining such goods or services from an alternate provider.
In the event of any complete or partial stoppage of the business of the Buyer by reason of any strike, lock–out, fire, flood, government regulation or any other cause beyond the control of the Buyer, the Buyer shall have the right at its option to suspend delivery of the goods or to cancel the Purchase Order in whole or in part or to delay payment.
If the Supplier anticipates that it will not be able to fulfil its obligations for delivery of the goods or the provision of services by the delivery date specified, it shall forthwith notify Buyer thereof in writing, stating the reason and the time when delivery and/or completion can be expected. If the Supplier fails to give such notice, Buyer shall be entitled to compensation for any additional costs which it incurs and which it could have avoided had it received such notice.
The Supplier will deliver goods in accordance with the delivery dates, specified in the Purchase Order.
If the Supplier fails to do so, the Buyer shall be entitled to one or more of the following remedies:
(a) terminate the Purchase Order in whole or in part;
(b) refuse any subsequent delivery of the goods or provision of the services;
(c) recover from the Supplier any reasonable expenses incurred by the Buyer in obtaining the goods and/or services in substitution from another supplier;
(d) claim liquidated damages at the rate of 1% of the total Purchase Order value for each week of delay, up to a maximum of 10% of the total Purchase Order value, or such other rate as may be specified in the Purchase Order; and it is agreed that Buyer may select one or more such remedies and recovering costs or damages under any of sub-clauses (a) to (d) shall not exclude Buyer from recovering other costs or damages under the other parts of this clause.
(a) Buyer may terminate this Purchase Order in whole or in part at any time by giving 30 days’ written notice to the Supplier in which event the Supplier shall:
(i) stop all work and place no further orders or subcontract for materials, services, equipment or supplies except as may be necessary to complete any part of its performance under this Purchase Order not terminated;
(ii) take any other action toward completion and termination of its performance under this Purchase Order which the Buyer may direct.
(b) In the event of termination under this clause, the Buyer shall pay to the Supplier the price of all such goods and services, including works in progress, as shall have been delivered to and accepted by the Buyer at the date of the notice of termination and in respect of which the Supplier has not been paid.
(c) After receipt of a notice of termination the Supplier shall submit to the Buyer its written claim for amounts payable by the Buyer in the form and with the certification which the Buyer may prescribe. Such a claim shall be submitted promptly (but in no event more than 45 days after the effective date of termination) for the Buyer’s agreement. Payment of any such part of a claim as is agreed shall be made by the Buyer to the Supplier in full as soon as practicable and shall constitute a complete discharge of the Buyer from all liability to the Supplier howsoever arising.
(a) The Supplier shall upon acceptance of the Purchase Order supply the Buyer with a written statement indicating any possible risk to health and/or safety which may be connected with the goods when these are properly used together with particulars of safety instructions to be followed by the Buyer to ensure that the goods are safe for use at work.
(b) The Supplier warrants that it will ensure that its personnel comply with all health and safety plans and procedures notified by the Buyer to the Supplier and otherwise comply with the occupational health and safety laws in force from time to time.
(a) The Supplier indemnifies the Buyer and users of goods and services supplied against this Purchase Order from and against any claim relating to the supply to and/or use of the goods and/or services by the Buyer based on actual or alleged infringement of any intellectual property in the goods or services.
(b) Intellectual property rights which are owned by the Buyer will remain owned by the Buyer, and the Supplier shall not have any rights to such intellectual property rights.
(c) The Supplier shall assign to the Buyer all rights, title and interests in all existing and future intellectual property rights expressly commissioned by the Buyer for the purposes of a Purchase Order and authored or developed by the Supplier or the Supplier’s employees, contractors or agents in connection with the provision of the goods and/or services.
(d) The Supplier shall not use, or permit the use of, the intellectual property rights of the Buyer, other than where, and only to the extent that, it is required to do so to give effect to a Purchase Order, or with the Buyer’s written consent.
(e) The Supplier shall not permit any information about or photographs of the goods supplied or to be supplied under any Purchase Order made by the Buyer to be used for any publicity purposes whatsoever without the prior written consent of the Buyer.
(a) All goods supplied against this Purchase Order are at the Supplier’s risk until delivered to the destination stated in this Purchase Order.
(b) The goods shall be packed or crated and protected as necessary during transit in such a manner as to reach the Buyer in good condition, and the Supplier will repair or replace without charge to the Buyer all goods damaged or lost in transit however sent.
(a) Subject to sub-clause (b) below and without limiting any other rights the Buyer may have under these terms or applicable law, title to the goods shall pass to the Buyer upon delivery in accordance with the Purchase Order. (b) Notwithstanding sub-clause (a), if the Buyer makes any advance or progress payments, ownership of any goods or materials purchased or set aside by the Supplier for the Purchase Order shall immediately transfer to the Buyer. The Supplier hereby waives any lien or retention rights over such goods or materials, whether arising by law, custom, or otherwise.
Overview: Buyer including each of its divisions, business units and subsidiaries (collectively, “AHI Carrier”) is committed to the highest standards of ethics and business conduct. AHI Carrier employees must comply with the law, honour their commitments, act in good faith, uphold AHI Carrier’s values, seek to advance the interests of stakeholders, communicate openly and effectively and hold themselves accountable. Our distributors, dealers, contractors, suppliers and other business partners are critical to our success and, in order to provide superior products and services in a responsible manner, we require the Supplier to meet our expectations for ethics and compliance.
This Code of Conduct (the “Code”) sets forth our expectations for each of our Suppliers and aligns with the expectations we maintain for our own directors, officers, employees and representatives. AHI Carrier understands and expects that the Supplier will have their own internal codes of ethics and conduct. Therefore, this Code is not intended to be an exhaustive list of all ethical and business conduct requirements. The Supplier is responsible for ensuring that its directors, officers, employees, representatives, and business partners understand and comply with the expectations set forth in this Code.
General Disclaimer - The expectations set forth in this Code are not intended to conflict with or modify the terms and conditions of Supplier’s contracts with AHI Carrier. If a contract requirement is more restrictive than this Code, the Supplier must comply with the more restrictive contract requirement.
Compliance with Laws - At a minimum, the Supplier must maintain full compliance with all laws and regulations applicable to the operation of their business and their relationship with AHI Carrier.
Quality & Environmental Health and Safety- The Supplier products and services must be designed, produced, and delivered with paramount consideration being the safety and health of the Supplier employees and consumers. The Supplier must have in place quality assurance processes to detect, communicate to AHI Carrier and correct defects to ensure delivery of products and services that meet or exceed contractual quality and legal and regulatory requirements. All required inspection and testing operations must be completed properly by appropriately authorized and qualified individuals, and any required certifications must be completed accurately. The Supplier must comply with all applicable environmental, health and safety laws, regulations and directives; and also conduct their operations in a manner that safeguards the environment, minimizes waste, emissions, energy consumption, and the use of materials of concern. The Supplier must also assure safe and healthy work environments for its employees and business invitees. A robust health and safety management system should be implemented to ensure workplace safety, prevent injuries or threats to anyone on Buyer’s premises or jobsites, and investigate all reported incidents. This means (a) Follow all safety guidelines, policies, and laws, including local rules and regulations regarding maximum hours worked per day and week, along with required time-off from work to rest -- in line with the principles of applicable International Labour Organization (ILO) conventions; (b) Look out for each other and help others to work safely; (c) Prohibit drugs, alcohol, weapons, or violence in the workplace; (d) Respect all physical security procedures, including access to facilities and use of employee badges; and (e) Promptly report all injuries, hazards, threats, and close calls so they can be investigated, addressed, and prevented in the future.
Competition on the Merits and Fair Play- The Supplier must compete strictly on the basis of the merits of its products and services. The Supplier must not pay a bribe in any amount, to anyone, anywhere, for any reason whatsoever, whether on AHI Carrier’s behalf, the Supplier’s behalf, or on behalf of others. Accordingly, the Supplier must never offer, promise, authorize, or provide, directly or indirectly, anything of value (including business gifts or courtesies) with the intent or effect of inducing anyone (including a AHI Carrier customer, AHI Carrier employee, or higher tier or sub-tier supplier) to forego their duties and provide unfair business advantage to AHI Carrier, the Supplier, or others. The Supplier must not engage in any anti-competitive conduct for any reason whatsoever, whether on AHI Carrier’s behalf, the Supplier’s behalf, or on behalf of others. Accordingly, the Supplier must never rig bids, fix prices, or allocate customers or markets, or exchange AHI Carrier’s or the Supplier’s competitively sensitive information (e.g., price, cost, output, etc.) with AHI Carrier’s competitors or the Supplier’s competitors. The Supplier must also refrain from abusing its market power, whether for its benefit or for the benefit of others, by refusing to deal, engaging in predatory or discriminatory pricing practices, conditioning the sale or provision of a particular product or service with that of another product or service, or undertaking similar abusive tactics. The Supplier must not engage in other deceptive or unfair market practices, whether on AHI Carrier’s behalf, the Supplier’s behalf, or on behalf of others. Accordingly, the Supplier must never make misrepresentations regarding AHI Carrier’s products or services, the Supplier products or services, or the products or services of others.
Conflict of Interest – The Supplier must avoid all conflicts of interest or situations giving the appearance of a conflict of interest in its dealings with AHI Carrier. The Supplier must report to AHI Carrier any instances involving actual or apparent conflicts of interest between its interests and those of AHI Carrier, such as when one of the Supplier employees (or someone close to one of Supplier employees) has a personal relationship with a AHI Carrier employee who can make decisions impacting the Supplier’s business, or when a AHI Carrier employee has an ownership or financial interest in the Supplier’s business.
International Trade Compliance – The Supplier must conduct business in strict compliance with all applicable laws and regulations governing (a) the export, re-export and retransfer of goods, technical data, software and services; (b) import of goods; (c) economic sanctions and embargoes; and (d) U.S. antiboycott requirements.
Government procurement – The Supplier must take special care to comply with the unique and special rules that apply to contracting with any Government. If the Supplier supports a AHI Carrier contract with a Government, the Supplier must at all times follow the Government’s rules for competing fairly, honor restrictions applying to Government employees (e.g., receipt of gifts and employment), deliver products and services that conform to specifications, laws and regulations, adhere to government accounting and pricing requirements, claim only allowable costs, ensure the accuracy of data submitted and comply with all other applicable Government requirements.
Information Protection – The Supplier must respect the legitimate proprietary rights and intellectual property rights of AHI Carrier and others. The Supplier must take proper care to protect sensitive information, including confidential, proprietary and personal information. The Supplier should not use such information for any purpose other than the business purpose for which it was provided, unless the owner of the information provided prior authorization.
Accuracy of Records and Submissions – The Supplier must maintain books and records that accurately and completely reflect all transactions related to AHI Carrier business and each of the Supplier’s submissions to AHI Carrier and regulatory authorities must be accurate and complete. The Supplier must never make any entry in Supplier books and records or alter, conceal, or destroy any document to misrepresent any fact, circumstance, or transaction related to AHI Carrier business.
Child Labor - The Supplier must ensure that child labor is not used in the performance of its work, whether or not related to AHI Carrier business. The term “child” refers to any person under the minimum legal age for employment where the work is performed.
Human Trafficking -The Supplier must comply with laws and regulations prohibiting human trafficking.
Harassment and Abusive Behavior- The Supplier must share the Buyer’s commitment to providing a workplace free from harassment, bullying, threats, and violence. Harassment refers to words or actions that create an intimidating, hostile, or offensive work environment. Whether it’s in person or online, harassment isn’t just what’s intended, but how others perceive it. It can be (a) What a person says or writes, including racial, ethnic, or gender-based slurs, jokes, or stereotypes as well as threatening, loud, or abusive language; (b) What a person does, such as unwelcome touching, making sexual advances; intentionally blocking someone’s path, ignoring someone, or deliberately humiliating someone, (c) What a person displays, such as placing lewd photos or derogatory slogans on a workstation or sharing them electronically.
Anonymous Reporting & Reporting Misconduct - The Buyer expects Supplier to provide its employees and its business partners with access to adequate reporting channels to raise legal or ethical issues or concerns, including, without limitation, reports of a violation of this Code by the Supplier or its business partners, without fear of retaliation, including opportunities for anonymous reporting. In the event that Supplier becomes aware of misconduct related to AHI Carrier business undertaken by any AHI Carrier employee, any of the Supplier’s employees, or any employees of the Supplier’s business partners, the Buyer expects Supplier to promptly notify AHI Carrier. The Supplier may contact AHI Carrier’s Ethics & Compliance Office, or, if the Supplier prefers to contact AHI Carrier anonymously, the Supplier may use Buyer’s Anonymous Reporting Program. Scan the following QR Code to access the Program and enter “AHI Carrier” in the Company Name text box. Supplier must promptly investigate reports of legal or ethical issues or concerns.
Code Compliance - The Supplier will permit the Buyer and/or its representative to assess Supplier’s compliance with the expectations set forth in this Code in performing work for the Buyer, including on-site inspection of facilities and review of associated books, records and other documentation. The Supplier must also provide the Buyer, upon request, with additional information and certifications evidencing compliance. In the event of any wrongdoing, the Supplier will fully cooperate with any related investigation conducted by the Buyer.
The Buyer or its nominee may, on reasonable notice to the Supplier, conduct an independent audit of the Supplier’s operations to verify the Supplier’s compliance with these terms and conditions, and its accounting and business practices relating to the provision of the goods and/or services to the Buyer. The Supplier must provide access to its operating site, books, records and relevant company compliance systems documentation for the purposes of such an audit. In the event an audit identifies the Supplier is in breach of these terms and conditions, the Supplier will bear the cost of the audit and the Buyer will be entitled to recover damages arising from such breach.
- (a) Except as may be required by law, necessary to comply with the listing rules of any recognized stock exchange or to obtain the benefits of, and fulfil obligations under, these terms and conditions or if that information already is, or becomes, public knowledge other than as a result of a breach of this clause 28, each party undertakes to keep the confidential information of the other party secret and to protect and preserve the confidential nature and secrecy of the confidential information of the other party.
(b) Upon the request of the Buyer, the Supplier shall, as soon as possible, return to the Buyer all confidential information provided to the Supplier by the Buyer.
These terms and conditions constitute the entire agreement between the parties with respect to the matters dealt with in this Purchase Order and any previous agreements, correspondence or representations in relation to such matters shall cease to have any further force or effect, save for any agreement executed by the parties which contemplates a Purchase Order being issued, in which case the order of precedence set out in that agreement applies. If there is no such order of precedence, the executed agreement prevails over this Purchase Order to the extent of any inconsistency. For the avoidance of doubt, the acceptance of the Purchase Order by the Supplier shall be deemed to be an acceptance of these terms and conditions to the exclusion of any terms and conditions of supply used or imposed by the Supplier.
In these terms and conditions:
(i) “Buyer” means AHI Carrier FZC;
(ii) “Supplier” means the seller of the goods and services specified in the Purchase Order overleaf;
(iii) “goods” and “services” means the products and, if any, services specified overleaf; and
(iv) “Purchase Order” means the order for the goods or services constituted by this document.
Any notice required to be given under these terms and conditions shall be sufficiently given if sent by registered post or by hand to the recipient at its registered or last known address and shall be deemed to have been properly served, if posted, on the next business day following postage or, if served by hand, on the day of delivery.
The Supplier may not assign, transfer, novate, encumber or otherwise deal with all or part of its rights or obligations under this Purchase Order without the prior written consent of the Buyer.
No party shall be deemed to have waived any rights under this Purchase Order unless such waiver is in writing and signed by such party and any such waiver by one party of a breach of any provision of these terms and conditions by any other party shall not be deemed to be a waiver of any subsequent or continuing breach of such provision or of the breach of any other provision of this Purchase Order by that other party. A delay or omission by or of a party to exercise any right under this Purchase Order shall not in any manner impair the later exercise of that right or any other right accruing to it thereafter.
Nothing in this Purchase Order shall create or evidence any partnership, joint venture, agency, trust or employer/employee relationship between the parties and a party may not make, or allow to be made, any representation that any such relationship exists between the parties. A party shall not have the authority to act for, or to incur any obligation on behalf of, the other party, except as expressly provided for in this Purchase Order.
These terms and conditions and Purchase Order shall be governed, construed and shall take effect in accordance with the laws of England and the parties agree to submit any disputes arising first to negotiation by senior personnel within the Buyer and the Supplier. Should such efforts to negotiate fail within 21 days then the dispute shall be determined by way of arbitration in accordance with. the Arbitration Rules of the DIFC-LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be three appointed in accordance to the arbitration rules of DIFC-LCIA Arbitration Centre. The seat of arbitration shall be Dubai, U.A.E. The language to be used in the arbitration shall be English.