General Terms and Conditions of Purchase
Dubai Carbon Centre of Excellence (‘DCCE’), whose registered office is located at Dubai Petroleum Complex opposite City Walk, P.O. Box 333992, Dubai, United Arab Emirates (hereinafter referred to as “DCCE”).
Service Provider , is an entity or a person who provide certain services with agreed deliverables and costs for DCCE (hereinafter referred to as “Supplier” or “Service Provider”).
Collectively referred to in these Terms and Conditions as “Parties” and individually as a “Party”.
These general terms and conditions of purchase (“Terms and Conditions”) shall govern and form an integral part of all agreements entered into and for all purchase orders placed by DCCE for the supply of goods and/or services by your company (hereafter referred to as “Supplier” or “Service Provider”). Each such agreement or purchase order shall be referred to herein as the “Agreement”. As used herein, the term “goods” shall include both tangible and intangible goods, including software, service requirements, spare parts and any related software and/or documentation that may accompany the goods. Reference to “goods” shall where appropriate be deemed to include services.
The term “Affiliate” of DCCE or Supplier shall mean any entity or person which: (i) is Controlled by DCCE or Supplier; or (ii) Controls DCCE or Supplier; or (iii) is under common Control of DCCE or Supplier. For this purpose, Control shall mean owning or controlling more than 50% of that entity’s shares and having more than 50% in the voting rights. These terms and conditions shall constitute all the terms and conditions of any agreement between the Parties unless specifically agreed otherwise by the DCCE. Any purchase order of DCCE is expressly conditional on acceptance of Supplier of these terms and conditions.
Without prejudice to any warranty extended, express or implied, by law, Supplier expressly warrants and represents to DCCE that all goods to be supplied to DCCE shall be new, of good quality, design, materials, construction and workmanship, and that all goods conform strictly to the specifications, approved samples, industry standards and all other requirements of the Agreement, and are suitable for the intended purpose. In the case of non-compliance with this warranty, DCCE may, at its discretion and without prejudice to any other right or remedy available under the Agreement or at law, reject the goods/services which do not comply with the provisions of the first sentence of this section (hereinafter referred to as goods having a “defect” or “defective goods”) by written notice to Supplier. In the event of such rejection or if DCCE detects any goods having a defect after acceptance thereof, DCCE, at its option, shall be entitled to a full refund of the purchase price of the defective goods, or may require Supplier to remedy promptly the non-conformance or to replace the defective goods. In such event Supplier shall be responsible for and indemnify DCCE against and shall hold DCCE harmless from any and all cost of repair, replacement and transportation of the defective goods, as well as for all costs and expenses (including, without limitation, recall, inspection, handling and storage costs) and damage incurred by DCCE in connection with such defective goods. Risk to the goods shall pass to Supplier as from the notice of rejection. Supplier will provide out of warranty service to DCCE and its Affiliates at commercially reasonable prices for a period of five (5) years after the last date of manufacture of the goods.
Subject to acceptance of the goods by DCCE, payment shall be made upon a properly submitted tax invoice at 60 days following the date on which the goods are delivered or (if applicable) installed and commissioned. The Service Provider shall issue a Tax Invoice based one the delivery of the agreed work package and invoicing mechanism between DCCE and the Service Provider
DCCE and the Service Provider agree that any amount referred to in the agreement between DCCE and the Service Provider is a reference to that amount expressed on a Value Added Tax (“VAT”) exclusive basis, unless indicated otherwise.
To the extent that VAT is payable by the Service Provider in respect of any supply made by the Service Provider to DCCE under or in connection with this Agreement, the consideration to be provided under this Agreement for the Services (including, but not limited to the Fees) increased by an amount equal to the VAT applicable to the Services in accordance with UAE applicable tax law.
Provided that the Service Provider is registered for VAT pursuant to the requirements of the UAE applicable tax law and has issued a tax invoice to the Company in respect of the supply, the Company must pay the additional amount payable under this Clause to the Service Provider at the same time as the VAT exclusive consideration is otherwise required to be provided. If the Service Provider has not issued a valid tax invoice under the relevant VAT law prior to the time the VAT exclusive consideration is payable, DCCE is only required to pay the additional amount under this Clause to the Service Provider upon receipt of a valid tax invoice.
To the extent any of the consideration for a supply made under or in connection with the Agreement between DCCE and the Service Provider is non-monetary, the parties will treat the amount of non-monetary consideration as exclusive of VAT. The VAT amount payable for the supply is to be paid upon receipt of a valid tax invoice under the relevant VAT law or at such other time agreed between the parties
Whenever an adjustment event occurs in relation to any taxable supply made under or in connection with this Agreement, the Service Provider must determine the net VAT in relation to the supply (taking into account any adjustment) and if the net VAT differs from the amount previously paid under this clause or otherwise included in any consideration expressed to be inclusive of VAT, the amount of the difference must be paid by, refunded to or credited to DCCE, as applicable and the Service Provider shall issue an adjustment note to DCCE.
Supplier warrants that the prices for goods will not be less favorable than prices applicable to sales by Supplier to any other customer purchasing like quantities of substantially comparable products.
DCCE shall have the right to terminate this Agreement immediately if and upon giving written notice to the Service Provider in case the Service Provider:
Either Party shall have the right to terminate this Agreement immediately upon giving written notice to the other Party in case the other Party is in default under any of the provisions of this Agreement and fails to remedy the same within 7 (seven) days of having been given written notice to remedy the same by the Party not in breach;
Termination of this Agreement for whatever reason shall not affect the accrued rights of the Parties arising in any way out of this Agreement as at the date of termination and, in particular, but without limitation, the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in force and effect.
The Agreement between DCCE and the Service Provider may be terminated by the DCCE, without cause and without liability, by giving 15 calendar days written notice of such termination to the Service Provider.
Without prejudice to any other right or remedy available to DCCE under the Agreement or at law, Supplier shall indemnify and hold DCCE and its Affiliates and their successors and assigns, harmless from and against all liabilities, claims, suits, losses, damages, costs and expenses (including reasonable attorney’s fees), whether direct or indirect, arising from or relating to a third party’s claim arguing that the goods constitute(d) infringement, violation or misappropriation of any intellectual property right or other proprietary right of a third party. Without prejudice to any other right or remedy available to DCCE under the Agreement or at law, Supplier (1) shall procure the right for DCCE to continue to use the goods at no extra costs to DCCE, and (2) agrees that it will indemnify and hold DCCE, its Affiliates and their successors and assigns harmless from and against all liabilities, including without limitation product liability, claims, losses, damages, costs and expenses (including reasonable attorney’s fees), whether direct or indirect (including, without limitation, loss of profits), arising from or relating to Supplier’s (or its officers’, employees’, agents’ or subcontractors’) failure to comply with any of its obligations under the Agreement.
Supplier represents and warrants that, to the best of its knowledge after proper due diligence and inquiry, software or other goods to be provided to DCCE for use or distribution by DCCE (including in DCCE’s product packages or through a download from DCCE’s website, or otherwise) does not include any portion of any Open Source Software. Supplier agrees that it will defend, indemnify and hold harmless DCCE and its customers against any and all losses, damages, costs and expenses arising from a breach by Supplier of any of its obligations or representations hereunder, including, without limitation, any third-party claims in connection with any such breach.
For the purpose of this representation and warranty, the term Open Source Software means:
i. any software that requires as a condition of use, modification and/or distribution of such software, that such software:
a. be disclosed or distributed in source code form;
b. be licensed for the purpose of making derivative works; and/or
c. can be redistributed only free of enforceable intellectual property rights (e.g.,patents); and/or
ii. any software that contains, is derived in any manner (in whole or in part) from, or statically or dynamically links against any software specified under (i).
For the purposes of this clause, the expression “Confidential Information” means all information (whether recorded or not and, if recorded, in whatever form on whatever media and by whomsoever recorded) relating to all or any part of the business, property, assets, activities, products, services, financial affairs, management administration, customers or clients of DCCE and which is confidential to DCCE or treated by DCCE as confidential, including in particular (but without limiting the generality of the foregoing words) all marketing information, trade secrets and know‑how.
The Service Provider undertakes to DCCE that it shall not either during the continuance of this Agreement or at any time after termination (except in the proper performance of its duties under this Agreement or as may be required by law) make use of or divulge or communicate to any person any of the Confidential Information of DCCE which may have come to its knowledge during the period of this Agreement provided that the said undertaking shall not apply in relation to any of the said Confidential Information which comes into the public domain other than by reason of any breach of this Agreement by the Service Provider or which the Service Provider is required to disclose by statute or any legislative or judicial order or decree.
All notes, memoranda and records made by the Service Provider during the period of this Agreement and relating to the business and affairs of DCCE shall belong to DCCE and upon termination of this Agreement the Service Provider shall forthwith deliver to DCCE (without retaining copies of the same) all such documents (including copies), disks, tapes and other material held by or under the control of the Service Provider containing or referring to Confidential Information or relating to the affairs and business of DCCE whether or not the same were prepared by it or were originally supplied by DCCE and all other items of property of DCCE as are within the possession or under the control of the Service Provider.
Neither party shall assign or subcontract the benefit or burden of this Agreement without the prior written consent of the other.
Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by: (a)First class post or express or air mail or other fast postal service; or (b)Registered post; or (c)E-mail, facsimile or other electronic media to either party at the address or relevant telecommunications number for such party or such other address as the party may from time to time designate by written notice to the other. Any notice or other document shall be deemed to have been received by the addressee two working days following the date of dispatch of the notice or other document by post or, where the notice or other document is sent by hand or is given by e-mail, facsimile or other electronic media, simultaneously with the delivery or transmission. To prove the giving of a notice or other document it shall be sufficient to show that it was dispatched. Any notice(s) or document(s) to be given under the agreement between DCCE and the Service Provider shall be sent to the attention of the persons both DCCE and the Service Provider agreed on.
The provisions of this Agreement may only be varied by agreement in writing between the Parties.
The agreement and the relation shall be construed, interpreted and applied in accordance with and shall be governed by the laws applicable in Dubai and federal law of United Arab Emirates and any dispute arising out of this Agreement shall be subject to the exclusive jurisdiction of the Courts of Dubai.
Neither Party shall be in breach of this Agreement if there is any total or partial failure of performance by it of its duties and obligations under this Agreement occasioned by any act of God, fire, act of government or state, war, civil commotion or insurrection and any other reason beyond its reasonable control. If a Parties unable to perform its duties and obligations under this Agreement as a direct result of the effect of one of those reasons it shall give written notice to the other of the inability stating the reason in question. The operation of this Agreement shall be suspended during the period (and only during the period) in which the reason continues.
If any provision or term of this Agreement shall become or be declared illegal, invalid or unenforceable for any reason whatsoever including, but without limitation, by reason of the provisions of any legislation or other provisions having the force of law or by reason of any decision of any Court or other body or authority having jurisdiction over the Parties or this Agreement such terms or provisions shall be divisible from this Agreement and shall be deemed to be deleted from this Agreement provided always that if any such deletion substantially affects or alters the commercial basis of this Agreement the Parties shall negotiate in good faith to amend and modify the provisions and terms of this Agreement as may be necessary or desirable in the circumstances.
It is hereby agreed and declared that the Service Provider ’s personnel are not employees of DCCE and are not entitled to any salary, pension, bonus or other fringe benefits from DCCE.
Supplier/Service Provider agrees that any information, drawings, know-how, specifications, designs, concepts, techniques, developments, inventions, technologies and other work products generated or developed in the course of work performed under the Agreement by Supplier and any intellectual property and other proprietary rights therein or thereto shall vest in DCCE. Supplier assigns or shall cause to be assigned to DCCE all right, title and interest to any and all such items and rights and to do everything necessary to perfect such rights and to protect DCCE’s interest therein. Supplier shall inform any third parties who might seek recourse thereon of DCCE’s proprietary rights; Supplier shall immediately inform DCCE of such an event.
Supplier shall use any trademark, tradename or other indication in relation to the goods, whether owned by DCCE and/or its Affiliates, Supplier or any third party, only in accordance with DCCE’s instructions or prior written approval and solely for the purposes expressly specified by DCCE in writing. Supplier shall not have nor obtain any right, title or interest in or to any DCCE’s or its Affiliates’ owned trademarks, tradenames or other indications. All rights related to or resulting from the use by Supplier shall inure to the benefit of the DCCE and its Affiliates. Supplier herewith acknowledges all rights, title and interest of DCCE and/or its Affiliates in respect of and to the DCCE’s and/or its Affiliates’ owned trademarks, tradenames and other indications.