GENERAL TERMS AND CONDITION OF PURCHASE

1. Interpretation
         1.1 ‘Buyer’ means Madina Group W.L.L.
         1.2 ‘Vendor’ means the person, firm or company to whom the Purchase Order is issued.
         1.3 ‘Goods’ includes all goods and services covered by the Purchase Order.
         1.4 ‘Purchase Order’ means Buyer’s Purchase Order which specifies that these conditions
                apply to it.
         1.5 ‘The Contract’ means the contract between Buyer and Vendor consisting of the
                 Purchase Order, these Terms and Conditions of Purchase, any other documents
                 (or parts of them) specified in the Purchase Order and any other terms and conditions
                agreed in accordance with Clause 2 below.
         1.6 ‘Contract Price’ means the unit price of items supplied under the Contract.
         1.7 ‘Intellectual Property Rights’ means the following in any part of the world:
                a) Patents, trademarks, registered designs and all applications for registration of
                    them;
                b) Copyrights or design rights;
                c) Any moral right;
                d) any know how;
                e) Any trade or business name;
                f) Any right to bring an action for passing off;
                   or any right which is similar or analogous to any of these.
         1.8 References to the neuter include the masculine and feminine and to the singular
               include the plural and vice versa.
         1.9 The headings do not affect the interpretation of these Terms and Conditions.

2. Terms and Conditions
         All orders are made on these Terms & Conditions which override and exclude any
   other terms stipulated, incorporated or referred to by the Vendor, whether in any quotation,
   any acknowledgement of the Purchase Order or invoice, or in any negotiations or any course of
   dealing established between the Vendor and the Buyer. All contracts hereafter made between
   the Vendor and the Buyer shall be deemed to be made subject to these terms.

          No modification of these terms or any other Contract provision shall be effective unless
   made by an express written agreement between the parties. The signing by the Buyer of any of
   the Vendor’s documentation shall not imply any modification of these terms.

3. Quality
       All Goods manufactured or supplied shall be of the best quality, material and workmanship,
   without fault and accord in all respects with the specifications and drawings referred to in the
   Purchase Order and the patterns or samples (if any) supplied by the Buyer. Services shall be
   performed with all reasonable skill and care.

        Vendor’s performance must be maintained at Buyer’s ‘A’ grade standard as measured and
  advised by the Buyer.

        The Buyer reserves the right to visit the Vendor’s premises and carry out an appraisal or audit of the Vendor’s quality systems to verify the Vendor’s ability to conform or actual conformance to its documented quality programme or the requirements of the latest International Standard relating to quality management issued by the International Organization for Standardization, whichever is applicable. The Vendor may be required to submit a quality plan and/or initial sample inspection report for approval by the Buyer manufacturing the Goods. Where any government, or other regulatory authority prescribes safety or quality regulations with which any Goods supplied must comply; the Vendor shall ensure compliance with such regulations.

4. Delivery:
         4.1 The date of delivery of the Goods shall be that specified in the Purchase Order or any
               revisions or amendments later made by the Buyer to the Purchase Order. The time for
              delivery is of the essence. Vendor shall provide such programmes of manufacture and
              delivery as Buyer may reasonably require and Vendor shall give notice to Buyer as soon
              as practicable if such programmes are likely to be delayed. Delivery shall only be
              deemed to have occurred when Goods have been delivered correctly documented and
              in good and correct packaging at the address stated in the Purchase Order.
         4.2 Without prejudice to Clause
         4.1 above, if such delivery is delayed through any cause beyond the reasonable control of
              the Vendor and immediately such cause arises the Vendor notifies the Buyer in writing
              thereof giving full particulars the Buyer may, at its sole discretion, grant a reasonable
              extension of time.
         4.3 If delivery is not made on the due date or within an extension of time granted in
              accordance with Clause 4.2 above then the Buyer may cancel the Contract in whole or
              part and refuse to accept any subsequent delivery of Goods without prejudice to any
              other right or remedy which the Buyer may have.

5. Packaging :
        Preservation, Packaging, Crating, Palliating and loading of the Goods shall be made in such way as to ensure that the shipment can be received and handled without any risk of Personal injury or damage to the Goods. Final destination of the Goods shall be at the Madina Group Warehouse, Salwa Industrial Street 45. (unless otherwise agreed). The mode of packing and transportation shall always reliant to each other, and instructed by Madina Group. Weapons or drugs, alcohol and or materials to produce such items should not be kept or packed and such packing materials should not be used.

        Vendor should provide prior information of dangerous goods (radioactive equipments, chemicals etc.) which might be the part of the equipment or machinery which buyer may not aware as those might be the internal components.

6. Documents:
        Relevant Documents, such as Materials Safety datasheets (MSDS), Instruction manuals, Drawings, Datasheet etc. shall be form an integral part of the goods.

        Attested Certificate of Origin (COO) with reference to corresponding Invoice against order is mandatory for import to Qatar. These documents shall be manually signed by vendor’s local Chamber of commerce authority with wet stamp. Electronically attested documents are not acceptable at Qatar Customs.

        All Goods, shipping documents and correspondences relating to this order must include clear identification of the Purchase Order number, Purchase order Line number / Materials Part Number, delivery destination and whether it is part or final delivery. A detailed Delivery Note in a suitable form shall be attached to the Goods.

        Detailed delivery note & Invoice must present the weight and dimension of the packaging and must contain the HS codes (Harmonized system codes).

7. Incorrect Delivery
        All Goods must be delivered at the delivery point specified in the Purchase Order. If Goods are incorrectly delivered, Vendor is responsible for any additional expense incurred in delivering them to their correct destination.

8. Price and Terms of Payment
        The Price is as stated in the Purchase Order or other written agreement by the Buyer and is fixed.

        Invoice must be mailed to Madina Group W.L.L P.O.Box 20459, Doha Qatar, and Attention to Finance Department.

        Unless otherwise stated in the Purchase Order, payment is due within 60 days of receipt of a valid and undisputed invoice by Buyer.

        The Vendor shall not withhold supplies for any reason without the Buyer’s written agreement.

9. Acceptance
        If Goods delivered by Vendor do not conform in every respect with the Purchase Order (whether because of a different quality or quantity measurement to that required by the Purchase Order or because they are not of satisfactory quality or are unfit for the purpose for which they are required) Buyer shall have the right to reject such Goods within a reasonable time of their delivery and to purchase replacements elsewhere but without prejudice to any other right which Buyer may have against Vendor. The making of payment shall not prejudice Buyer’s right of rejection. However, rejected Goods must be credited immediately in full and repaired or replacement Goods may be invoiced upon redelivery. Before exercising the said right to purchase elsewhere, Buyer shall give Vendor a reasonable opportunity to replace rejected Goods with Goods which conform to the Purchase Order

        The Vendor shall ensure that all advice or delivery notes clearly state the Buyer’s: -
          a. Part Number.
          b. Purchase Order Number.
          c. Purchase Order Line Number.

        The Buyer is not liable for any additional costs as a result of the Vendor’s failure to deliver to agree due dates or failure to meet the specification in the Purchase Order.

10. Variations
        Vendor shall not alter any of the Goods, except as directed in writing by Buyer, but Buyer shall have the right, from time to time during the Order executing period, by notice in writing to direct Vendor to add or to omit, or otherwise vary, the Goods and Vendor shall carry out such variations and be bound by the same terms and conditions, so far as applicable, as though the said variations were stated in the Purchase Order.

11. Progress and Inspection
        Buyer’s representatives shall have the right to progress and inspect all Goods at Vendor’s works and the works of permitted sub-Vendors at all reasonable times and to reject Goods that do not comply with the terms of the Purchase. However, any inspection, checking, approval or acceptance given on behalf of Buyer shall not relieve Vendor or its sub-Vendors from any obligation under the Purchase Order

12. Buyer’s Rights in Specifications, Plans, Drawings, Patterns etc. and Confidentiality
        Any specifications, plans, drawings, patterns or designs supplied by Buyer to Vendor in connection with the Contract shall remain the property of Buyer, and any information derived there from or otherwise communicated in connection with the Purchase Order shall be regarded by Vendor as secret and confidential and shall not, without the consent in writing of Buyer, be published or disclosed to any third party, or made use of by Vendor except for the purpose of implementing the Purchase Order.

13. Responsibility for Information
        Vendor shall be responsible for any errors or omissions in any drawings, calculations, packing details or other particulars supplied by it, whether such information has been approved by Buyer or not, provided that such errors or omissions are not due to inaccurate information provided in writing by Buyer.

14. Deterioration
        The Vendor shall protect all Goods supplied against the Purchase Order that might deteriorate during transportation or storage. The Vendor shall notify the Buyer of the most appropriate storage conditions for the Goods supplied.

15 General
        No conditions submitted or referred to by Vendor when tendering shall form part of the Purchase Order unless otherwise agreed to in writing by Buyer. If any term or provision in the Purchase Order is held to be illegal or unenforceable, in whole or in part, under any enactment or rule of law, such term or provision or part shall to that extent be deemed not to form part of the Purchase Order but the enforceability of the remainder of the Purchase order shall not be affected. The Buyer’s failure to insist upon strict performance of any provision of the Contract shall not be deemed to be a waiver thereof or of any right or remedy for breach of a like or different nature. Any waiver by Buyer of a breach or default by Vendor will not be deemed a waiver of any subsequent breach or default.

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