NIFTY ALLOYS GENERAL TERMS AND CONDITIONS

Purpose 

These general terms and conditions govern all purchases of goods (or)and services (collectively referred to as the “Works”) made under separate scope of work, quotations, particular conditions and/or purchase orders (together with these terms and conditions and any further appendices referred to as the "Agreement") between NIFTY ALLOYS or any of its affiliated companies (hereinafter referred to as the“Company”) and the vendor/service provider (the "Supplier"). For the avoidance of doubt and notwithstanding anything to the contrary in the Agreement no person (including any agent(s ), officer(s) and employee(s) of the Company has authority or shall be deemed by the Supplier to have authority, to bind the Company by an oral/written agreement at variance with these general terms and conditions. 

Purchase Order & Order Confirmation 

Unless otherwise required in the Agreement, within timeline which will be determined by the Company from time to time in its purchase order, the Supplier must forward a written order confirmation (the"Order Confirmation") to the Company via email. The Order Confirmation shall be in Arabic or English and shall, as a minimum,contain information about quantity, price/fee, time and place of delivery, the Company’s order number, name of ordering person and item number. The price/fee stated in the Order Confirmation shall not be subject to change by the Supplier. In case of discrepancies between the terms of purchase order and the Order Confirmation,the purchase order terms shall take precedence. 

The Company may withdraw/suspend any purchase order at no cost as long as the Order Confirmation is not accepted and confirmed by the Company, and the Supplier hereby irrevocably waives any right to assert to the contrary. 

Completion, Invoicing and Payment: 

Upon completion and final inspection and acceptance of Works by the Company in accordance with article 4 below, Company shall pay the fees for the Works in accordance with the terms of the Agreement. If required by Company, invoices shall contain proof of the payment by Supplier of charges for labor and materials and a release of liens and/or claims, in form satisfactory to Company. Company shall pay Supplier's undisputed invoices as per the agreed payment terms. Unless otherwise agreed in writing by the Company, all payments shall be made in U.A.E Dirhams. Payment shall not operate as a waiver of any of Company’s rights under the Agreement or otherwise at law. Any spare parts will be required upon the delivery of Works and during the term of the Agreement shall be deemed as an integrated part of the Works and free of cost unless Company agreed in writing on otherwise. 

The Company is entitled to withhold/offset any disputed amounts until such dispute is finally resolved. 

Delivery and Acceptance of Works 

The Works shall (unless otherwise agreed and confirmed in writing by the Company) be delivered to the company - DDP (incoterms 2010) -at any of the Company’s premises (as determined by the Company to the Supplier from time to time), delivery shall include a delivery note(s) and invoice(s) in Arabic or English with description of the Works, items number, quantity, and the name of ordering person. The Supplier is not entitled to deliver the Works before the delivery time stated in the purchase order or to make partial deliveries (unless confirmed in advance in writing by the Company). It is clearly known to the Supplier that the acknowledgment of the delivery note, and invoice will not be deemed as acceptance of the Works. Acceptance of Works will be made through certificate of acceptance will be issued by the Company upon full inspection to the delivered Works. 

Publicity: 

Supplier shall not use Company's name/IP in any promotional materials or make any press releases/ social media in connection with this Agreement and/or the Works without Company's prior written approval. 

Risk of loss and Title 

Risk of loss or destruction to the Works shall be borne by the Supplier until delivery of the Works has been completed in accordance with this Agreement. 

Unless otherwise requested by the Company in writing, ownership of the Works (including all rights connected and/or ancillary thereto,including but not limited to copyrights, patent rights, trademark rights, know- how and other intellectual property rights and ownership rights connected with the Works as well as right to modify and further assign the Works) will pass to the Company at the earlier of (i) written confirmation of delivery from the Company or (ii)payment for the relevant Works. 

All Works produced by Supplier under this Agreement are the Company’s property and must not be used by Supplier on its or any third party’s behalf without the Company’s prior written consent (which such consent may be withheld at the Company’s sole discretion). 

The Works shall remain at the Supplier’s sole risk (including without limitation the risk of deterioration in transit) until Works has been safely off-loaded and accepted by Company within Company’s premises or at the place instructed by Company. If Company rejects any Works, the property and risk therein shall remain with, or thereupon revert to, the Supplier. Title and risk in rental or hire equipment shall remain with Supplier at all times. 

Packaging and Labelling 

The Supplier shall at no extra cost to the Company provide reasonable, and environmentally friendly packaging of the Works to effectively (i) prevent damage to the Works before, during and after transportation  and/or  (ii)  provide  the  Works  with  due marking/labelling, subject always to the written instructions of the Company to the contrary. 

Delays 

Without prejudice to any other terms impose higher or more onerous obligations or penalties on the Supplier, a delay shall be deemed to occur if the Company has not accepted the delivery of Works partial or in full (for any reason whatsoever), by the delivery date set out in this Agreement and (or) the Supplier suspend the Works for whatsoever reason. 

If the Supplier has valid reasons to believe a delay in the delivery of Company immediately with full details including the new delivery date and if such reasons are accepted by the Company, the Supplier shall deliver the Works on the new delivery date without any further delay. 

If the Supplier’sWorks will occur, Supplier must notify thedelivery of Works is delayed after the agreed extension by the Company, the Company may, at its sole discretion,at no cost and without prejudice to the Company's other rights under this Agreement and under applicable law (i)uphold the delivery, (ii)terminate the Agreement, impose liquidated damages @ 5% of the delayed Works per day up to a maximum of 10% of the Agreement Value, and/or (iii) cancel the delivery. During a delay caused by Supplier, the Company may at its own risk and account use non-accepted Works delivered, to the extent possible. However, the Supplier acknowledge that such use shall not constitute acceptance of the Works. 

Defects and Warranties 

The Supplier represents and warrants that: 

1. the Works are without any defects in design, construction,functionality, and materials as compared to the requirements and specifications set out in the Agreement or in any other way made known to the Supplier.
2. that the performance and fitness for the purpose of the Works will be in accordance with the requirements and specifications set out in the Agreement. These warranties shall not be affected by any inspection, acceptance and delivery of the Works and payment for the Works by the Company and the Supplier hereby irrevocably waives any right to assert to the contrary.

If  the  Works  do  not  comply  with  the  Company’s specifications, the Company may at the Company’s sole discretion (i) grant the Supplier additional time to effect correct delivery by either replacement or repair;and/or (ii)cancel the Works or the Agreement and/or obtain similar Works from third party at the cost of Supplier. 

The Supplier further represents and warrants that the Works do not infringe any intellectual property rights of any third party. 

Liability 

Notwithstanding anything to the contrary, Supplier will defend , indemnify, keep indemnified and hold harmless the Company, affiliates and their respective officers, directors, agents, contractors, employees, representatives(collectively referred to as (the" Indemnitees"), against and from any and all allegations, demands,claims, liabilities, losses, expenses, damages, or costs of any kind(including reasonable attorneys' fees), whether or not occurring during the term ("Claims "), arising out of or in any way connected with: 

1. Supplier’s breach of the Agreement,
2. Supplier’s negligence,
3. any breach of any warranty, representation, or obligation in or arising out of the Agreement, or
4. Supplier’s actual or alleged infringement of the rights of any person, including without limitation,copyright, patent, trade secret, trademark, privacy, pub or other intellectual property laws.

Any Indemnitees against whom a Claim has been made may, by notice to Supplier, require Supplier to defend the Claim at Supplier’s own expense and to reimburse the Indemnitees any amounts paid or payable, including reasonable attorney fees and costs. In no event Company shall be liable to the Supplier for indirect damages, unless the damages are caused by fraud, gross negligence, or willful misconduct. This clause shall survive termination or expiration. 

Works Liability and Insurance 

The Supplier shall be liable for all Injurers and damage to persons or objects caused by its actions and/or by defects in the Works. 

Supplier shall at all times carry and maintain the following 

Insurances naming the Company as additional insured with cross liability clauses: 

1. Worker's Compensation Insurance including Occupational Disease
2. coverage in the amounts required under all applicable laws;
3. Employer's Liability Insurance with a minimum Liability limit of AED 3,000,000/ per occurrence;
4. Product liability insurance coverage of at least AED 10,000,000 per occurrence and in aggregate,
5. Public liability insurance coverage of at least AED 10,000,000 per occurrence and in aggregate and
6. Automobile/Motor insurance, unlimited in respect of death or bodily injury and with a limit of not less than AED 10, 000,000 per occurrence and in aggregate in respect of property damage.

Quality Assurance and Inspection 

Unless otherwise agreed in writing, the Company in all circumstances is not under an obligation to order minimum quantity of the Works. All Works Shall: 

1. conform strictly to quantity, quality and description stated in the Agreement and comply with all laws applicable to such Works.
2. be of sound materials and workmanship.
3. be in strict compliance with samples, patents, drawings, or specifications, if any, referred to in the Agreement.
4. be capable of the standard of performance specified in the Agreement.
5. be fit for the purpose for which it is supplied under the Agreement.

All Works shall be performed by suitably qualified and competent personnel in accordance with best practice international standards and all equipment and tools provided shall at all times be maintained in best practice operating condition by Supplier. Company reserves the right to require (at Supplier’s cost) the replacement of any personnel, Works provided by Supplier which in Company’s opinion do not comply with the foregoing provisions. 

HSE and Covid-19 Precautionary Measures 

The Supplier in all circumstances will comply with the Company’s HSE regulations, and Covid-19 pandemic related precautionary measures and procedures which may change from time to time to comply with Safe Work and Health related Authority’s regulations.