TERMS AND CONDITIONS OF SUPPLY OF PRODUCTS /
1.1 Customer means the party identified as the Customer in this
Agreement to whom SARIYA Co. Ltd may agree to supply Products
and Services in accordance with these terms and conditions.
1.2 SARIYA Co. Ltd means SARIYA Company Ltd., a limited
liability company incorporated in Saudi Arabia under Commercial
Rules and Regulations and act of the Kingdom of Saudi Arabia;
with its registered address at P O Box 6696, Al Khobar - 31952,
Kingdom of Saudi Arabia.
1.3 Products means goods including but not limited to computer
hardware and software items to be provided by SARIYA Co. Ltd to
the Customer in accordance with these terms and conditions.
1.4 Third Party Software means all software owned by or licensed
to the Customer from a third party owner (whether or not
supplied by SARIYA Co. Ltd) and which comprises part of the
1.5 Services means services to be provided by SARIYA Co. Ltd to
2 ORDER ACCEPTANCE
2.1 All orders placed with SARIYA Co. Ltd by the Customer for
Products/Services shall constitute an offer to SARIYA Co. Ltd.,
under these terms and conditions, subject to availability of the
2.2 All orders are accepted and Products/Services supplied
subject to these express terms and conditions only. No amendment
of these terms and conditions will be valid unless confirmed in
writing by SARIYA Co. Ltd.'s authorized representative.
2.3 It is agreed that these terms and conditions prevail over
the Customer's terms and conditions of purchase unless these
terms and conditions are amended by SARIYA Co. Ltd. in writing
and signed by SARIYA Co. Ltd.
2.4 The goods, software, and technology subject to this
Agreement are subject to the export control laws and regulations
of the United States, including but not limited to the Export
Administration Regulations ("EAR"), and sanctions regimes of the
U.S. Department of Treasury, Office of Foreign Asset Controls.
The Customer undertakes to comply with these laws and
regulations, and will not, without prior U.S. government
authorization, export, re-export, or transfer any goods,
software, or technology subject to this Agreement, either
directly or indirectly, to any country subject to a U.S. trade
embargo (currently Cuba, Iran, Libya, North Korea, Sudan, and
Syria) or to any resident or national of any such country, or to
any person or entity listed on the "Entity List" or "Denied
Persons List" maintained by the U.S. Department of Commerce or
the list of "Specifically Designated Nationals and Blocked
Persons" maintained by the U.S. Department of Treasury. In
addition, any goods, software or technology subject to this
Agreement may not be exported, re-exported, or transferred to an
end-user engaged in activities related to weapons of mass
destruction. Such activities include but are not necessarily
limited to activities related to: (1) the design, development,
production, or use of nuclear materials, nuclear facilities, or
nuclear weapons; (2) the design, development, production, or use
of missiles or support of missiles projects; and (3) the design,
development, production, or use of chemical or biological
3 INDEPENDENT CONTRACTORS
The relationship between the Supplier and Customer is that of
independent contractors. Neither party is the agent of the other
nor neither party has any authority to make any contract or make
any obligation expressly or impliedly in the name of the other
party, without that party's prior written consent for express
purposes connected with the performance of this Agreement.
4.1 Any time quoted for dispatch is to be treated as an estimate
only. Dispatch may be postponed because of conditions beyond
SARIYA Co. Ltd.'s reasonable control, or for any other reason,
and in no event shall SARIYA Co. Ltd. be liable for any damages
or penalty for delay in dispatch or delivery.
4.2 Risk shall pass to the Customer at the time the Products are
dispatched by SARIYA Co. Ltd.; SARIYA Co. Ltd. accepts no
liability for loss or damage caused by the carrier.
4.3 If Products have not been received, the Customer must notify
SARIYA Co. Ltd. in writing within 7 days of the date of the
invoice. If proof of dispatch is required, this must be
requested within 14 days of the date of the invoice.
Subject to clause 8.2 any request by the Customer for
rescheduling of deliveries will only be considered by SARIYA Co.
Ltd. if made at least 24 hours before dispatch of the Products,
and shall be subject to acceptance by SARIYA Co. Ltd. at SARIYA
Co. Ltd.'s sole discretion.
6.1 Catalogues, price lists and other advertising literature or
material as used by SARIYA Co. Ltd. are intended only as an
indication as to price and range of goods offered and no prices,
descriptions or other particulars contained therein shall be
binding on SARIYA Co. Ltd..
6.2 All prices are given by SARIYA Co. Ltd. at the time of the
order are on an ex-warehouse basis and the Customer is liable to
pay for transport, packing and insurance.
6.3 All quoted or listed prices are based on the cost to SARIYA
Co. Ltd. of supplying the Products / Services to the Customer.
If before delivery of the Products / Services there occurs any
increase in any way of such costs in respect of Products /
Services which have not yet been delivered, the price payable
may be subject to amendment without notice at SARIYA Co. Ltd.'s
7 PAYMENT TERMS
7.1 Invoices will be raised and dated by SARIYA Co. Ltd. on the
date of dispatch of the Products or provision of Services.
Unless otherwise specifically negotiated and agreed, invoices
will be payable by the Customer immediately upon issue of the
7.2 When all prices due in respect of the Products and any
Products supplied previously to the Customer have been paid in
full, title to hardware Products only shall pass to the
7.3 Notwithstanding dispatch and the passing of risk in the
Products to the Customer pursuant to Clause 4, or any other
provision of these conditions, the property in the hardware
Products shall not pass to the Customer until SARIYA Co. Ltd.
has received in cash or cleared funds payment of the price of
the Products and all other Products sold or agreed to be Sold by
SARIYA Co. Ltd. to the Customer for which payment is then due.
7.4 Until such time as the property in the Products passes to
the Customer, the Customer shall hold the Products on behalf of
SARIYA Co. Ltd. as SARIYA Co. Ltd.'s agent, and shall keep the
Products properly stored, protected and insured and identified
as SARIYA Co. Ltd.'s property. Until that time the Customer
shall be entitled to resell or use the Products in the ordinary
course of its business, but shall account to SARIYA Co. Ltd. for
the proceeds of sale or otherwise of the Products, whether
tangible or intangible, including insurance proceeds, and shall
keep all such proceeds separate from any moneys or property of
the Customer and third parties and, in the case of tangible
proceeds, properly stored, protected and insured.
7.5 Until such time as the property in the Products passes to
the Customer (and provided the Products are still in existence
and have not been resold), SARIYA Co. Ltd. shall he entitled at
any time to require the Customer to deliver the Products to
SARIYA Co. Ltd. and, if the Customer fails to do so forthwith,
to enter upon any premises of the Customer or any third party
where the Products are stored and repossess the Products.
7.6 The Customer's power of sale or right to use such Products
shall immediately cease if any security held by any third party
is enforced over all or any part of its assets or if it is
adjudicated bankrupt or enters into liquidation whether
compulsory or voluntary, or if the Customer makes an arrangement
with its creditors, or generally becomes unable to pay its
7.7 On termination of the Customer's power of sale or right to
use the Products the Customer will immediately hold the Products
to the order of SARIYA Co. Ltd.
7.8 The Customer shall not be entitled to pledge or in any way
charge by way of security for any indebtedness any of the
Products which remain the property of SARIYA Co. Ltd., but if
the Customer does so, all moneys owing by the Customer to SARIYA
Co. Ltd. shall (without prejudice to any other right or remedy
of SARIYA Co. Ltd. as the seller) forthwith become due and
7.9 Invoicing will ordinarily be denominated in United States
Dollars (USD). Where an invoice is denominated in any currency
other than USD, the Customer is liable to settle the invoice in
equivalent USD calculated at the rate of exchange prevailing on
the date of the invoice regardless of subsequent movements in
foreign exchange rates.
7.10 SARIYA Co. Ltd. reserves the right to cease supplies of
Products to the Customer at any time. On such cessation of
supplies, SARIYA Co. Ltd. reserves the right to withdraw any
credit facility such that the whole of the Customer's account
becomes due for payment forthwith.
8 SPECIFICATIONS OF PRODUCTS
8.1 SARIYA Co. Ltd. will not be liable in respect of any loss or
damage caused by or resulting from any variation for whatsoever
reason in the manufacturer's specifications or technical data
and will not be responsible for any loss or damage resulting
from curtailment or cessation of supply following such
variation. SARIYA Co. Ltd. will use its reasonable Endeavourís
to advise the Customer of any such impending variation as soon
as it receives any notice thereof from the manufacturer.
8.2 Unless otherwise agreed, the Products are supplied in
accordance with the manufacturer's standard specifications as
these may be improved, submitted or modified, SARIYA Co. Ltd.
reserves the right to increase its quoted or listed price, or to
charge accordingly in respect of any orders accepted for
Products on non-standard specifications and in no circumstances
will it consider cancellation of such orders or the return of
9 PROPRIETARY RIGHTS IN SOFTWARE PRODUCTS
9.1 The Customer hereby acknowledges that any proprietary rights
in any Third Party Software supplied including but not limited
to any title or ownership rights, patent rights, copyrights and
trade secret rights, shall at all times and for all purposes
vest and remain vested in the Third Party Software owner.
9.2 The Customer hereby acknowledges that it is its sole
responsibility to comply with any terms and conditions of the
license attaching to Third Party Software supplied and delivered
by SARIYA Co. Ltd. (including if so required the execution and
return of a Third Party Software license). The Customer is
hereby notified that failure to comply with such terms and
conditions could result in the Customer being refused a Third
Party Software or having the same revoked by the proprietary
owner. The Customer further agrees to indemnify SARIYA Co. Ltd.
in respect of any costs, charges or expenses incurred by SARIYA
Co. Ltd. in any claim or legal action of a Third Party Software
owner as a result of any breach by the Customer of such
9.3 No title to or ownership of software products or any third
party software licensed to the customer under this agreement is
transferred to the customer under any circumstances.
10.1 SARIYA Co. Ltd. reserves the right to levy an
administration charge in respect of the rotation of Products and
10.2 Returns are subject to the following:-
(a) prior authority having been obtained from SARIYA Co. Ltd.
which will be given at SARIYA Co. Ltd. 's sole discretion;
(b) within 30 days of the date of the invoice,
(c) subject to stock rotation Policy,
(d) the Products must be properly packed,
(e) the Products must be in a saleable condition,
(f) the Products must be accompanied by a detailed packing list,
(g) the Products must be covered by warranty (see Clause 11 ).
10.3 If SARIYA Co. Ltd. nevertheless agrees to accept any
Products returned in a non-saleable condition, SARIYA Co. Ltd.
reserves the right to charge the cost to the Customer of
bringing the Products to a saleable condition.
11.1 SARIYA Co. Ltd. warrants that it has good title to or
license to supply all Products to the Customer.
11.2 If any part of the hardware Products should prove defective
in materials or workmanship under normal operation of service,
such Products will be repaired or replaced only in accordance
with any warranty cover and terms provided by the manufacturer
of the Products PROVIDED THAT no unauthorized modifications to
the Product or to the system of which the Product forms part
have taken place. SARIYA Co. Ltd. is not responsible for the
cost of labor or other expenses incurred in repairing or
replacing defective or non-conforming parts.
11.3 All software Products supplied are supplied "as is" and the
sole obligation of SARIYA Co. Ltd. with regard to the supply of
software Products is to use all reasonable endeavors to obtain
and supply a corrected version from the manufacturer concerned
in the event that any such software Products should fail to
conform to its Product description PROVIDED ALWAYS THAT the
Customer notifies SARIYA Co. Ltd. of any such non-conformity
within 90 days of the date of delivery of the applicable
11.4 If the Products are rejected by the Customer as not being
in accordance with the Customer's order pursuant to clause 11.2
or 11.3, SARIYA Co. Ltd. will only accept the return of such
Products provided that it receives written notification thereof
giving detailed reasons for rejection. SARIYA Co. Ltd. will not
consider any claim for compensation, indemnity or refund until
liability, if any, has been established or agreed with the
manufacturer and where applicable the insurance company. Under
no circumstances shall the value of Products be deducted or set
off by the Customer until SARIYA Co. Ltd. has passed a
corresponding credit note.
11.5 SARIYA Co. Ltd. warrants that Services shall be performed
with reasonable skill and care and in a good and workmanlike
11.6 Except as specifically set out in this clause 11, SARIYA
Co. Ltd. disclaims and excludes all other warranties, whether
express or implied by statute or otherwise, including but not
limited to the warranties of description, design,
merchantability and fitness for a particular purpose, or arising
from any previous course of dealing, custom or trade practice.
12 INDEMNITIES AND LIMITS OF LIABILITY
12.1 SARIYA Co. Ltd. will indemnify the Customer for direct
physical injury or death caused solely by the negligence of
SARIYA Co. Ltd.ís assigned employees acting within the course of
their employment and the scope of their authority. The total
liability of SARIYA Co. Ltd. under this sub-clause shall be
limited to SAR 100,000 for any one event or series of connected
12.2 Except as stated in clause 12.1 above, SARIYA Co. Ltd.
disclaims and excludes all liability to the Customer in
connection with these terms and conditions including the
Customer's use of the Products and in no event shall SARIYA Co.
Ltd. be liable to the Customer for special, indirect or
consequential damage including but not limited to loss of
profits or arising from loss of data or in connection with the
use of the Products or provision of Services. All terms of any
nature, express or implied, statutory or otherwise, as to
correspondence with any particular description or sample,
fitness for purpose or merchantability, are hereby excluded.
12.3 The Customer shall indemnify and defend SARIYA Co. Ltd. and
its employees in respect of any claims by third parties which
are occasioned by or arise from any performance or
non-performance by SARIYA Co. Ltd. pursuant to the instructions
of the Customer or its authorized representative.
13 TERMINATION FOR CAUSE
This Agreement may be terminated forthwith by notice in writing:
13.1 By SARIYA Co. Ltd. if the Customer fails to pay any sums
due to SARIYA Co. Ltd. by the due date notwithstanding the
provisions for late payment in clause 7.1.
13.2 If either party fails to perform any of its obligations
under this Agreement and such failure continues for a period of
14 days after written notice thereof, by the other party.
13.3 If either party is involved in any legal proceedings
concerning solvency, or ceases trading, or commits an act of
bankruptcy or is adjudicated bankrupt or enters into
liquidation, whether compulsory or voluntary, other than for the
purposes of an amalgamation or reconstruction, or makes an
arrangement with its creditors or any security is enforced by
any Third Party appointed over all or any part of its assets or
generally becomes unable to pay its debts, then without
prejudice to any other rights or remedies available to it, the
other party shall have the right to terminate this Agreement
13.4 Any termination of this Agreement pursuant to this clause
shall be without prejudice to any other rights or remedies a
party may be entitled to hereunder or at law and shall not
affect any accrued rights or liabilities of either party.
14.1 The headings in this Agreement are for ease of reference
only and shall not affect its interpretation or construction.
14.2 No forbearance, delay, or indulgence by SARIYA Co. Ltd. in
enforcing its rights shall prejudice or restrict those rights
and no waiver of any such rights or of any breach by the
Customer of any contractual terms shall be deemed to be a waiver
of any other right or a condoning of any such breach.
14.3 The Customer agrees not to assign any of its rights herein
without the prior written consent of SARIYA Co. Ltd.
14.4 In the event of any of these terms and conditions or any
part of any of them being judged un-enforceable for any reason,
the continuation in full force and effect of the remainder of
them shall not be prejudiced.
14.5 Neither party shall be liable to the other for any delay in
or failure to perform its obligations (other than a payment of
money) where such delay or failure results from force majeure,
act of God, fire, explosion, accident, industrial dispute or any
other cause beyond its reasonable control.
14.6 Any documents or notices given under these terms and
conditions by either party to the other must be in writing and
may be delivered personally or by recognized courier service and
in case of courier service will be deemed to have been given 2
working days after the date of dispatch. Documents or notices
shall he delivered or sent to the addresses of the parties on
the first page of this Agreement or to any other address
notified in the normal course of trading in writing by either
party to the other for the purpose of receiving documents or
notices after the date of this Agreement.
14.7 These terms and conditions shall be governed and construed
in accordance with the laws of the Kingdom of Saudi Arabia.