PART II - CONDITIONS
1. DEFINITIONS:
1.1. In these Conditions and unless the context otherwise requires, capitalized words and/ or expressions shall have the following definitions:
(a) Business Day: a day (other than a Sunday, Saturday or a public holiday) when banks in Dubai, United Arab Emirates are open for business.
(b) Conditions: these terms and conditions as amended from time to time.
(c) Confidential Information: all information of the Customer and its business, which is disclosed or made accessible to the Supplier its employees, directors, agents and contractors, in any form whatsoever, by or on behalf of the Customer under or in relation to this Agreement, whether designated as 'confidential' or which by its nature is confidential and shall include any information and/ or documents concerning the technology, technical processes, specifications, business processes, technical or commercial know-how, specifications, inventions, processes or initiatives, procedures, business affairs, financial affairs and finance of the Customer, its customers, employees and service providers, Customer’s security procedures and the layout of premises, unpublished patent specifications, data, drawings, plans, processes, photographs, databases and computer software(s);
(d) Contract: an agreement, if any, entered between the Parties for the supply of Goods and/or Services in accordance with these Conditions.
(e) Customer: the party issuing the Order and/or any of its relevant affiliates who are the direct recipients of the Goods and/ or the Services pursuant to the Order. For the purposes of this definition:
(i) ‘affiliates’ means the entities that are controlled by or are under common control with the Customer; and
(ii) ‘control’ shall mean a direct or indirect ability to direct and control affairs of an entity, including by controlling its board of directors, management whether by virtue of shareholding or otherwise.
(f) Customer Materials: has the meaning set out in clause 3.2(c) of these Conditions.
(g) Deliverables: shall mean all deliverables in relation to the Goods and/ or Services that are mutually agreed to be provided along with the Goods and/ or Services, including all documents, products, equipment, manuals, tools software, access, vehicles, care and usage instructions and materials provided by the manufacturer, developed by the Supplier, and/ or their agents, contractors and employees in relation to the Goods and/ or Services in any form or media, including without limitation illustrations, maps, plans, diagrams, designs, catalogues, computer programs, data, specifications and reports (as applicable).
(h) Effective Date: shall, unless otherwise is agreed between the Parties in writing, be the ‘Commencement Date’ mentioned in Part I (Order Sheet) and in absence of the Commencement Date, it shall be the date of occurrence of first of the events set out under clause 2.1.
(i) Goods: the goods (or any part of them) set out in Part I - Order Sheet along with the relevant Deliverables.
(j) Intellectual Property Rights: all rights, titles, and interests under any jurisdiction including, in and/ or in relation to (as applicable) any patents, inventions, utility models, copyright and related rights, trademarks, service marks, trade, business and domain names, trade dress or get-up, goodwill or to sue for passing off/ unfair competition, designs, software and database(including database rights), codes and algorithm, topography, confidential information rights (including know-how, technology and trade secrets), personal rights (such as moral rights, rights of privacy, and publicity rights) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar rights or forms of protection worldwide.
(k) Order: The Order Sheet in Part I along with these Conditions in Part II, as amended from time to time.
(l) Party: either Customer or Supplier, as the context requires, and ‘Parties’ includes Customer and Supplier both.
(m) Services: the services (or part thereof), including without limitation any relevant Deliverables, to be provided by Supplier under the Order in the manner as set out in the relevant Specifications.
(n) Specification(s): the description and/ or specification for the Goods and/ or Services, including any related plans, physical and/ or technical specifications and drawings, as set forth in Part I – Order Sheet and/or agreed in writing between the Parties.
(o) Supplier: person or firm so named in Part I -Order Sheet, from whom Customer is purchasing Goods and/or Services.
1.2. Construction: In these Conditions,
(a) reference to a ‘person’ includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b) reference to a Party includes its successors and permitted assigns;
(c) phrases introduced by the terms ‘including’, ‘include’ or any similar expression are illustrative and shall not limit the sense of the words preceding them; and
(d) reference to ‘in writing’ or ‘written’ includes emails and documents shared electronically.
2. BASIS OF ORDER
2.1. The Order constitutes an offer by Customer to purchase Goods and/or Services from Supplier in accordance with these Conditions, and shall be deemed as accepted by the Supplier on the earlier of:
(a) Supplier issuing written acceptance/ or similar acknowledgement of the Order, notwithstanding any additional and/or different terms and conditions set out therein, which shall not be binding on the Customer unless specifically agreed to in writing by the Customer;
(b) receipt of payment (or part thereof) by the Supplier under the Order; or
(c) any act by Supplier consistent with fulfilling the Order, including Shipment of Goods and/ or commencement of Services by the Supplier.
2.2. Unless terminated earlier in accordance with clause 10, the Order shall have a definite term expiring on 12 months from the Commencement Date specified therein. Provided however that, in the event of the Order is issued subject to the Contract, then unless otherwise is mutually agreed between the Parties in writing, prior to the date of expiry of the Order, the Order shall be co-terminus with the Contract.
2.3. These Conditions apply to the Order to the exclusion of any other terms that Supplier seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing. No amendment to these Conditions shall be effective unless it is in writing, identified as an amendment to these Conditions and signed by an authorized representative of each of the Parties.
2.4. All of these Conditions shall apply to the supply of both Goods and Services except where the application to one or the other is specified.
3. SUPPLY OF GOODS AND/OR SERVICES
3.1. Supplier shall ensure that the Goods and/ or Services shall:
(a) correspond with applicable Specifications and comply with all instructions and polices of the Customer;
(b) be of satisfactory quality and fit for any purpose held out by Supplier, made known to Supplier by Customer (expressly or by implication) and customarily expected out of the goods and/ or services of similar quality, price and other market standards;
(c) be free from all defects/ deficiencies including those of design, materials, hardware and software components, installation, operation and workmanship and remain so for at least twelve (12) months after delivery or such longer warranty period as mutually agreed with between the Parties;
(d) be manufactured, sourced and/ or supplied by using the utmost care, skill and diligence in accordance with best practices in Supplier’s industry, profession or trade, utilizing the best quality materials, standards, software and techniques; and
(e) comply with the requirements of the Contract (if any) as well as the Order and all applicable statutory and regulatory requirements including those relating to manufacture, labelling, packaging, storage, handling, marketing and delivery of Goods.
3.2. Additionally, the Supplier shall cooperate with the Customer at all times and shall ensure that:
(a) it has and maintains all licenses, permissions and authorizations required to carry out all its obligations under the Order and the Supplier along with its personnel observe all applicable health and safety regulations and other security requirements at Customer’s premises;
(b) for the supply of Services, it shall use the sufficient number of personnel who are suitably skilled, qualified and experienced to perform tasks assigned to them in accordance with the Order;
(c) it shall hold all materials, information, data, equipment and tools, drawings, specifications and data supplied by Customer to Supplier (“Customer Materials”) in safe custody at its own risk, maintain the Customer Materials in good condition until returned to Customer, and not dispose or use the Customer Materials other than in accordance with Customer’s written instructions or authorization; and
(d) it shall not do or omit to do anything which may cause the Customer to become non-compliant with Applicable Laws or may cause the Customer to lose any license, authority, consent or permission upon which it relies for the purposes of conducting its business, and Supplier acknowledges that Customer may rely or act on the Services.
3.3. The Customer shall have the right to inspect and test the Goods and/ or Services at any time (including before delivery/ supply). If following such inspection or testing, Customer considers that the Goods do not conform or are unlikely to comply with Supplier’s undertakings and other obligations under these Conditions, Customer shall inform the Supplier and the Supplier shall immediately take such remedial action (including replacement) as is necessary to ensure compliance with the Conditions within 3 Business Days, failing which, the Supplier shall refund any payments, advance, security or any other form of consideration received from the Customer.
3.4. Notwithstanding any inspection, testing, acceptance or use by the Customer, the Supplier shall remain fully responsible for the Goods and/ or Services, and its obligations under the Conditions, which shall not be reduced or otherwise affected, and Customer shall have the right to conduct further inspections and tests after Supplier has carried out its remedial actions.
3.5. With regard to delivery of Goods, the Supplier shall ensure the following:
(a) the Goods are properly packed and secured in such manner as to enable them to withstand rough handling in transit and reach their destination in undamaged and completely working condition;
(b) delivered Goods are accompanied by a delivery note which shows the date and number of the Order, the type and quantity of Goods (including the code number of Goods (if applicable)), special storage instructions (if any) and, in case of instalments, the outstanding balance of Goods to be delivered;
(c) Goods shall be delivered on the date specified in Pat I – Order Sheet, to the point of delivery set out in Part I – Order Sheet or, if not identified, to Customer's premises or as instructed by Customer ("Delivery Location"); or Unless otherwise stated in the Order, during Customer's normal hours of business;
(d) Unless otherwise stated in the Order, delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location and acceptance (in writing) by Customer’s duly authorized personnel.
(e) Supplier shall not deliver the Goods in instalments or in different quantities than that agreed in the Order, without Customer's prior written consent. Where Customer consents, Goods may be invoiced and paid for separately.
(f) Failure by Supplier to deliver any Instalment in the required manner shall entitle Customer to the remedies set out in these Conditions.
3.6. In case of Services, the Supplier shall from the Effective Date and for the duration of the Contract (if any) or in absence of a Contract, for the duration of the Order, provide the Services to Customer in accordance with the terms of the Contract (if applicable) and the Conditions. Supplier shall meet any performance dates for the Services specified in the Order or notified to Supplier by Customer.
3.7. Without prejudice to the rights of the Customer under these Conditions and the Contract (if any), the right, title, interest and risk in the Goods shall pass to Customer on completion of delivery. It is clarified that the transfer of title to Goods does not discharge the Supplier of any of its obligations in respect of such Goods.
3.8. The Supplier must send a valid tax invoice & delivery note copy along with each delivery.
3.9. The Supplier shall only use importer code of Customer with written permission on email, and it shall be solely for the purposes of facilitating the order delivery, and in compliance with the applicable VAT laws/regulations. Notwithstanding the foregoing, the Supplier shall fully indemnify the Customer from any acts or omissions by the Supplier and/or any of the Supplier’s personnel, affiliates, subcontractors and/or third parties, including but not limited to acts or omissions committed with gross negligence, recklessness, willful misconduct and/or any failure to comply with the terms set out in this Annexure, as well as any fines and/or penalties resulting there upon.
4. CUSTOMER REMEDIES
4.1. If Supplier fails to deliver the Goods and/ or Services, (i) by the applicable date, (ii) in compliance with the Specifications and/ or any parameters specified by the Customer, (iii) with the requisite packaging, and/ or (iv) in accordance with the requirements of the Order (including clause 3 above), the Customer shall, without limiting its other rights or remedies, have one or more of the following rights:
(a) To terminate the Contract (if applicable) and/ or cancel any Order in the manner set out in this Order;
(b) To reject the Goods and/ or Services (or part thereof), refuse future deliveries/ supply, return the Goods at Supplier’s cost, recover all payments made to the Supplier and to levy/ claim all costs and damages (including indirect and consequential damages);
(c) To recover from Supplier any costs incurred by Customer in obtaining substitute goods, deliverables and/or services from a third party;
(d) where Customer has paid in advance for Services that have not been provided by Supplier and/or Goods which have not been delivered by Supplier, to have such sums refunded by Supplier; and
(e) To claim damages for any additional costs, loss or expenses incurred by Customer which are in any way attributable to Supplier's failure to meet such dates.
(f) to reject the Goods (in whole or in part) whether or not title has passed and to return them to Supplier at Supplier's own risk and expense;
(g) to require Supplier to repair or replace the rejected Goods, or to provide a full refund of the price of the rejected Goods (if paid);
4.2. Additionally, the Customer shall be entitled to the following specific remedies:
(a) In case of a deviation from Specifications and/ or any specific parameters specified by the Customer, levy a penalty of amounting to 5% of total billing value to Supplier of the supplied lot;
(b) In case of deviation from the agreed delivery schedule/ timelines, charge liquidated damages of 0.5% of the Order value per week, upto a maximum of 10% of Order Value.
(c) In case of non-compliance with the packaging requirements prescribed under the Order, levy a penalty of upto 0.5% of the invoice value.
4.3. In the event the Customer rejects any Goods and the Supplier fails to collect such rejected Goods within the period specified by the Customer, the Customer may return, dispose off and/or destroy such uncollected rejected Goods in Customer’s sole discretion at Supplier's cost.
4.4. These Conditions shall extend to any substituted or remedial services and/or repaired or replacement goods supplied by Supplier.
4.5. Notwithstanding anything to the contrary contained elsewhere, Customer's rights under the Order are in addition to its rights and remedies implied by law.
5. CHARGES AND PAYMENT
5.1. The price for the Goods shall be the price set out in the Order, and shall be inclusive of the costs of packaging, customs, insurance and carriage of the Goods, unless otherwise agreed in writing by Customer. No extra charges shall be effective unless agreed in writing and signed by Customer.
5.2. The charges for the Services shall be set out in the Order, and shall be the full and exclusive remuneration of Supplier in this respect. Unless otherwise agreed in writing by Customer, the charges shall include every cost and expense of Supplier directly or indirectly incurred in connection with the performance of the Services.
5.3. Unless otherwise stated in the Order, in respect of Goods, Supplier shall invoice Customer on or at any time after completion of delivery and in respect of Services, Supplier shall invoice Customer on completion of the Services. Each invoice shall include such supporting information required by Customer to verify the accuracy of the invoice including but not limited to the relevant purchase order number.
5.4. Unless otherwise stated in the Order, in consideration of the supply of Goods and/or Services by Supplier, Customer shall pay the undisputed invoiced amounts within sixty (60) Business days of the date of receipt by the Customer of a correctly rendered tax invoice, to a bank account nominated in writing by Supplier. In the event of a dispute between the Parties on any invoice, the same shall be resolved by the duly authorised representatives of both Parties within 30 Business Days of the Customer reporting such dispute to the Supplier.
5.5. Supplier shall maintain complete and accurate records of the time spent and materials used by Supplier in providing the Services, and Supplier shall allow Customer to inspect such records at all reasonable times on request.
5.6. Customer may, without limiting its other rights or remedies, set off any amount owing to it or to other members of Customer Group of companies by Supplier against any amount payable by Customer to Supplier under the Contract and/ or the Order.
6. INTELLECTUAL PROPERTY RIGHTS
6.1. In respect of the Goods and any goods that are transferred to Customer as part of the Services under the Order, including without limitation the Deliverables or any part thereof, Supplier warrants that it has full clear and unencumbered title to all such items, and that at the date of delivery of such items to Customer, it will have full and unrestricted rights to sell and transfer all such items to Customer.
6.2. The Supplier irrevocably and unconditionally assigns to the Customer on a worldwide basis, with full title guarantee and free from all third party rights, all Intellectual Property Rights in the Goods, products of the Services and the relevant Deliverables including such Intellectual Property Rights that are acquired by the Supplier in relation thereto. All Intellectual Property Rights created by the Supplier for the purposes of the Goods, Services and/ or Deliverables shall be a work made for hire that shall become the sole Intellectual Property Right of the Customer from the moment of their creation.
6.3. Supplier shall obtain waivers of all moral rights in the Goods, Services and Deliverables to which any individual is now or may be entitled under any law in any jurisdiction.
6.4. Supplier shall, promptly at Customer's request, do (or procure to be done) all such further acts and things and execution of all such other documents as Customer may from time to time require for the purpose of securing Customer's full benefit of the Contract and/ or the Order, including all right, title and interest in and to the Intellectual Property Rights assigned or agreed to be assigned to the Customer under the Contract (if applicable) and the Order.
6.5. Supplier represents and warrants that the intended use of the Goods, Services and Deliverables by the Customer shall not violate the Intellectual Property Rights of the Supplier, its employees, agents and/ or contractors and in the Supplier shall indemnify and keep indemnified the Indemnified Parties (defined below) in full against any and all claims, liabilities, damages, losses or expenses (including interest, fines, legal and other professional cost) directly or indirectly arising out of or in connection with any such violation/ alleged violation.
6.6. All Customer Materials are the exclusive property of Customer.
7. ADVANCE PAYMENT
If Customer agrees to make any advance payment under any Order, Supplier hereby undertakes to segregate such advance payment from any other funds under Supplier's possession and any invoice issued by Supplier shall include a credit for the advance payment. It is agreed between the Parties that such down payment shall represent a priority debt to the Customer and shall become due immediately to Customer upon any event of insolvency or bankruptcy of Supplier or breach of the Contract and/ or Conditions by the Supplier.
8. INDEMNITY
8.1. Supplier shall indemnify and keep Customer, its directors, officers, employees and shareholders (“Indemnified Parties”) indemnified in full against all costs, expenses, damages and losses (whether direct or indirect), including any interest, fines, legal and other professional costs and expenses awarded against or incurred or paid by any of the Indemnified Parties as a result of or in connection with any claim made against Indemnified Parties by a third party:
(a) for death, personal injury or damage to property arising out of, or in connection with, defects in Goods and/ or Services;
(b) arising out of, or in connection with, the supply of the Goods or Services, including where such claim arises out of the breach, fraud, misrepresentation, negligence, failure or delay in performance of the Contract (if any) and/ or the Order by Supplier, its employees, agents or subcontractors; and
(c) for actual or alleged infringement of a third party's Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services.
8.2. Unless otherwise specified in the Order, Supplier shall, at its own cost, maintain in force, with a reputable insurance company, professional indemnity insurance, product liability insurance and public liability insurance with adequate monetary coverage and tenure to cover all possible liabilities of the Supplier (and Customer in case of public liability insurance), which may arise under or in connection with the Contract (if any) and/ or the Order and shall ensure that the level of cover, tenure and other terms of such insurances are acceptable to and agreed by Customer. Supplier shall, on Customer's request, produce the insurance currency certificates for all such insurance and the receipt for the current year's premium in respect of each insurance.
8.3. This clause 8 shall survive termination of the Order.
9. CONFIDENTIALITY
9.1. The Supplier shall keep in strict confidence all the Confidential Information and shall restrict disclosure of such Confidential Information to its employees, agents or subcontractors on a strict need to know basis for the purpose of discharging the Supplier’s obligations under the Order, and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the Supplier. This confidentiality clause shall survive termination of the Order.
9.2. Clause 9.1 does not apply to Confidential Information which the Supplier can show by reference to documentary or other evidence, that it a) was rightfully in its possession prior to disclosure to it by the Customer; b) is already public knowledge or which becomes so at a future date (otherwise than as a result of breach of this Clause 9 or a breach of confidentiality by any third party); c) is received from a third party who is not under an obligation of confidentiality in relation to the information; d) is developed independently without access to, or use or knowledge of, the Confidential Information; e) is required to be disclosed by the Supplier in accordance with the Applicable Laws and orders from government or court; provided that, in such case, the receiving party shall provide prior written notice of such disclosure to the Customer and provide full cooperation to the Customer in procuring any order, decision or judgment preventing such disclosure; provided also that in all cases the Supplier shall take reasonable and lawful actions to avoid and/or minimise the degree of disclosure of Confidential Information.
10. TERMINATION
10.1. Without limiting its other rights or remedies, Customer may terminate the Order with immediate effect by giving written notice to Supplier if: (a) Supplier commits a material or persistent breach of the Order and (if such a breach is remediable) fails to remedy that breach within seven (7) days of receipt of such written notice; (b) Supplier makes any voluntary arrangement with its creditors or becomes the subject of any bankruptcy, winding-up, liquidation, administration or other insolvency proceedings (otherwise than for the purpose of amalgamation or reconstruction), (c) Supplier is unable, or threatens not, to pay its debts as they fall due, (d) any person(such as a mortgagee or other encumbrancer) enforces any security interest against the Supplier, (e) a receiver is appointed over any of the property or assets of Supplier, (f) Supplier ceases, or threatens to cease, to carry on business, or (g) the Customer reasonably believes that any of the foregoing events is/ are about to occur and notifies Supplier accordingly.
10.2. Customer shall also have the right to terminate the Order for convenience and without reasons, without any liability or cost to the Supplier: (a) in respect of Services, by giving Supplier fifteen (15) days written notice; and (b) in respect of Goods, with immediate effect by giving written notice to Supplier, in which case Customer shall pay Supplier fair and reasonable compensation for any work in progress on any other Goods at the date of termination but such compensation shall not include loss of anticipated profits or any consequential loss. No payment under (b) above shall be required in the event of a termination (i) within fifteen (15) days from the date of the Order; or (ii) on or before the date of Supplier’s notice to the Customer under Clause 10.3 or a mutually agreed longer period.
10.3. The Parties mutually agree that the Supplier shall notify the Customer when they start the production and agree to the mutually agreeable term as mentioned under Clause 10.2 above allowing the Customer to cancel the Order without any consequences.
10.4. In any of the circumstances in these Conditions in which Customer may terminate the Order, where both Goods and Services are supplied, Customer may instead terminate part of the Order in respect of the Goods, or in respect of the Services, and the Order shall continue in respect of the remaining supply.
11. CONSEQUENCES OF TERMINATION
11.1. On termination of this Order or any part of it for any reason:
(a) Supplier shall immediately deliver to Customer all Goods for which an order was placed prior to termination. Further any Deliverables, whether or not then complete, and any other Customer Materials shall be immediately delivered to the Customer. Until they have been returned or delivered, Supplier shall be solely responsible for their safe keeping and will not use them for any purpose whatsoever;
(b) Supplier shall refund immediately any advance payment made by Customer and shall immediately return to the Customer or destroy (if such destruction is required by the Customer in writing) all Confidential Information and ensure the same action is completed by all its agents, employees, directors, contractors or any other person with whom Confidential Information was shared, and shall confirm the same to the Customer in writing, once completed;
(c) the accrued rights and remedies of the parties as at termination shall not be affected, including the right to claim damages in respect of any breach of the Contract (if any) and/ or the Order which existed at or before the date of termination;
(d) Clauses including those relating to Intellectual Property Rights, indemnity, confidentiality, this clause, the general provisions in clause 13 and any other clauses which expressly or by implication have effect after termination shall continue in full force and effect; and
(e) Notwithstanding anything contained in this Clause herein, the Parties mutually agree that there will be absolutely no consequences and cost in the event of the Customer canceling the Order in accordance with Clauses 10.2 and 10.3 above.
12. REPRESENTATIONS AND WARRANTIES
12.1. Warranties against defect: Supplier hereby represents and warrants to the Customer that (a) the Goods and Deliverables (wherever applicable) will be new and previously unused (unless expressly brought to the Customer's attention otherwise), (b) title to the Goods and relevant Deliverables will pass to the Customer free of all liens, encumbrances or other interests, and (c) no misrepresentations have been made to the Customer. The foregoing warranties are in addition to and not in lieu of all other applicable warranties, whether express or implied.
12.2. Warranties for No-Conflict of Interest: Supplier hereby represents and warrants that: (a) Supplier or any of its shareholders, directors, officers or employees, or their relatives do not have any conflict of interest with any of the shareholders, directors, officers, employees of the Customer and/or its affiliates, or their relatives; and (b) Supplier does not have any influence, effect, and/or consequence over the competitive quotation of the other vendors for each Goods and/ or Services.
12.3. Other Warranties by Supplier: Supplier further represents and warrants that: (i) it has the right to disclose or use all information, ideas, inventions, creations, works, processes, designs, researches, know-how, methods and/or other technologies that Supplier will disclose or use in its performance hereunder; and (ii) it has the power to enter into this agreement and carry out its obligations under this agreement.
12.4. Warranties under Environmental Laws: The Supplier represents and warrants to the Customer that the Supplier currently possesses, and shall at all times during the term of the Order possess and be in full compliance with all permits, licences and consents which are required pursuant to all national, provincial and local applicable laws, regulations and other requirements of governmental bodies relating to pollution or protection of the environment, including without limitation laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants or hazardous or toxic materials or wastes or petroleum products, as defined in all applicable national, provincial and local laws, regulations or other requirements, into ambient air, surface water, ground water or lands, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of pollutants, contaminants or hazardous or toxic material or wastes (collectively, "Environmental Laws"). Supplier shall do all things necessary (including for avoidance of doubt compliance with any instructions, guidelines and/or rules issued by the Customer) to protect the environment and prevent environmental pollution. Supplier shall be solely responsible for complying with such Environmental Laws and shall fully indemnify the Indemnified Parties with respect to any claim, liability or obligation arising with respect thereto.
13. GENERAL
13.1. Force majeure: In the event that there is any delay in the supply and/or delivery of any Goods and/ or Services due to any unforeseeable causes beyond Supplier's reasonable control (as determined by the Customer in its sole and absolute discretion), the Customer may cancel the Order in whole or in part without any liability to Supplier.
13.2. Assignment and subcontracting:
(a) Supplier shall not assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Order without the prior written consent of Customer.
(b) Customer may at any time assign, transfer, charge, subcontract, or deal in any other manner with all or any of its rights under the Order and may subcontract, novate or delegate in any manner any or all of its obligations under the Order to any third party or agent.
13.3. Waiver and cumulative remedies:
(a) A waiver of any right under the Order is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy under the Order or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.
(b) Unless specifically provided otherwise, rights arising under the Order are cumulative and do not exclude rights provided by law.
13.4. Severance:
(a) if a court or any other competent authority finds that any provision (or part thereof) of the Order is invalid, illegal or unenforceable, that provision or part provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Order shall not be affected.
(b) If any invalid, unenforceable or illegal provision of the Order would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
13.5. Variation: Any variation, including any additional terms and conditions, to the Order shall only be binding when agreed in writing and signed by the Customer.
13.6. Unless explicitly agreed otherwise between the Parties, these Conditions shall supersede any and all prior agreements, arrangements, understandings, obligations and liabilities between the parties relating to the subject matter hereof, except the Contract and any amendments thereto.
13.7. Governing law and jurisdiction: Unless otherwise agreed in writing and signed by the parties, the Order, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the laws in force in the Emirate of Dubai, United Arab Emirates and the parties irrevocably submit to the exclusive jurisdiction of the courts of Dubai. Nothing contained herein shall limit the right of the Customer to proceed against the Supplier in any other courts of competent jurisdiction outside Dubai, with respect to payment or other monetary claims.
13.8. Notices. Any notice which either Party is required or authorised by this Order to give or make to the other shall be given in writing via. email and through post or hand delivery addressed to the other Party at their last known business address. In case of the Customer, all notices must be sent via. Email to legal@namshi.com.