Each Purchase Order placed by the Keolis MHI for goods and/or services (Goods and/or Services) is subject to these standard purchase terms and the terms of the applicable Purchase Order, and is conditional upon Supplier’s agreement to such terms. Supplier shall be deemed to have agreed to be bound by such terms by accepting the Purchase Order, delivering the goods, and/or performing the services. No condition stated by Supplier in accepting or acknowledging this PO Agreement shall be binding upon Keolis MHI if in conflict with, inconsistent with, or in addition to the terms and conditions contained herein unless accepted by Keolis MHI’s written approval.
A. Presumption:
i. Nothing in these Conditions shall prejudice or override any condition or warranty expressly implied by statue
ii. The Supplier shall not assign, transfer, sublet or subcontract in whole or in part any of the Purchaser Order without the prior written consent of the Keolis MHI.
iii. No variation of or addition to these Conditions is effective without the Keolis MHI's prior written agreement.
iv. These Conditions prevail over and take the place of any other terms, conditions or provisions emanating from or referred to by the Supplier
B. Documents
i. All advice notes, invoices and packing notes issued by the Supplier shall be clearly marked by the Supplier with the Supplier's name and address, the Purchase Order number, the item code, date of despatch, a description of the Goods and/or Services, the address of their intended destination and the due delivery date
ii. Keolis MHI will not be liable for orders unless they are issued on its printed Purchase Order forms duly signed by an authorized signatory on behalf of the Keolis MHI and bearing an official order number issued by the Keolis MHI.
iii. Purchase Orders, its acknowledgement could be electronic or in hardcopy and the delivery date shall be of the essence of the arrangement.
iv. Supplier shall, at its own expense, pack, load, and deliver Goods to the Delivery Point and in accordance with the invoicing, delivery terms, shipping, packing, and other instructions printed on the face of the Purchase Order or otherwise provided to Supplier by Keolis MHI in writing. No charges will be allowed for freight, transportation, insurance, shipping, storage, handling, demurrage, cartage, packaging or similar charges unless provided for in the applicable Purchase Order or otherwise agreed to in writing by Keolis MHI.
C. Deliveries, Inspection and Packaging
i. Delivery to any carrier (which shall act as agent of the Supplier) shall not constitute delivery to the Keolis MHI.
ii. Keolis MHI may reject, and (a) return to the Supplier at the Supplier's risk and expense or (b) require the Supplier forthwith to collect and goods delivered in excess of the contract quantity.
iii. The expenses of delivery shall be borne by the Supplier.
iv. If a delivery time is specified overleaf, such time shall be of the essence, any delay should be duly informed to Keolis MHI- periodically.
v. Keolis MHI is not bound to accept delivery by installments, if the Keolis MHI does so, delivery shall be deemed not to have occurred until all the installments have been delivered.
vi. The Supplier must pack the goods securely in a suitable packaging and ensure that (a) on the outside there is a description in English of the goods, their quantity, any special handling and storage directions and (where applicable) the expiry date of the contents and (b) the goods and associated documentation.
vii. Keolis MHI may, upon notice to Supplier, cancel or change a Purchase Order, or any portion thereof, for any reason, including, without limitation, for the convenience of Keolis MHI or due to failure of Supplier to comply with this Agreement, unless otherwise noted.
viii. Title and risk of loss or damage shall pass to Keolis MHI upon receipt of Goods at the delivery Point, unless otherwise agreed to by the Keolis MHI in writing. Keolis MHI has no obligation to obtain insurance while Goods are in transit from Supplier to the Delivery Point.
x. In the event of rejection, Keolis MHI may return the rejected Goods to the Supplier at the Supplier's expense and risk of loss. Keolis MHI, at its discretion, may either request a full credit or refund for the rejected Goods or demand replacement Goods to be delivered within a specified timeframe. Title to rejected Goods will transfer back to the Supplier upon delivery. The Supplier may only replace rejected Goods upon receiving written instructions from Keolis MHI. Furthermore, the Supplier is prohibited from delivering previously rejected Goods unless approved in advance by Keolis MHI, accompanied by written disclosure of the prior rejection.
xi. The Supplier must ensure that all Goods strictly conform to any representations, descriptions, brochures, specifications, or samples provided or agreed upon with Keolis MHI. Goods must:
a. Be fit for the explicitly or implicitly stated purpose,
b. Be of merchantable quality and durability,
c. Match the quality of any previously approved supplies, and
d. Comply with applicable national or international standards.
xii. If any Goods are found to be defective within the warranty period or any extended period specified in the Purchase Order, the Supplier is obligated to promptly replace or repair the Goods at its own expense, without causing disruption to Keolis MHI’s operations.
xiii. Non-Conforming Goods and Remedies:
Should any Goods be found defective or non-compliant upon delivery or during the warranty period, Keolis MHI reserves the right, in addition to other legal remedies, to:
a. Reject or refuse acceptance of the Goods, demanding either their replacement or reimbursement of payments made.
b. Require the Supplier, at its own expense, to repair the defective Goods or reimburse Keolis MHI for the cost of third-party repairs.
c. Keolis MHI may also demand that the Supplier collect the defective Goods or return them at the Supplier's risk and expense.
xiv. Amendments to Orders:
Any modifications to the original Purchase Order must be made in writing through a formal order amendment. If the amendment affects the price, the Supplier must inform Keolis MHI within 14 days of receiving the amendment. No price increases or additional expenses will be accepted unless explicitly agreed upon in writing by Keolis MHI. A revised Purchase Order will be issued, and no further costs or claims will be honored without prior written approval from Keolis MHI.
D. Price
i. The prices for Goods and/or Services will be as specified in the applicable Purchase Order. Any price increases or additional charges not explicitly stated in the Purchase Order will only be valid if agreed upon in writing by Keolis MHI prior to invoicing.
ii. Unless otherwise stated in writing by Keolis MHI, the prices specified in the Purchase Order for the Goods are firm and fixed. These prices include carriage, insurance, delivery to the specified delivery port, royalties, license fees, taxes, duties, and all other applicable charges. The price is for delivery in accordance with the contract and is not subject to alteration.
iii. Keolis MHI reserves the right to deduct from any payments due in line with its reasonable instructions. If the Goods or their transport, handling, storage, or use are hazardous or toxic, the Supplier must ensure they are marked with appropriate international danger symbols. All relevant information regarding any potential hazards must be promptly provided to Keolis MHI in writing.
iv. In the event of failure by the Supplier to deliver within the stipulated time or failure to comply with the terms of the order, or in the case of repeated delivery of defective goods or materials, Keolis MHI reserves the right to cancel the whole or part of any order and related contract terms.
v. The Goods remain at the Supplier's risk until delivery is effected in accordance with the Purchase Order and the terms of the contract.
vi. Packing cases, boxes, drums, and/or packing materials shall be included in the quoted price and not charged separately. They are considered non-returnable unless otherwise agreed in writing by Keolis MHI.
vii. Purchase Orders containing more than one item should be identified as separate line items, and invoices must be submitted accordingly
E. Warranties
a) Product Warranties. Supplier warrants to Keolis MHI that during the Goods Warranty Period all Goods provided hereunder shall be: (i) of merchantable quality; (ii) fit for the purposes intended; (iii) unless otherwise agreed to by Keolis MHI, new; (iv) free from defects in design, material and workmanship; (v) in strict compliance with the Specifications; (vi) free from any liens or encumbrances on title whatsoever; (vii) in conformance with any samples provided to Keolis MHI; and (viii) compliant with all applicable federal, provincial, and municipal laws, regulations, standards, and codes.
b) Service Warranties. Supplier shall perform all Services: (i) exercising that degree of professionalism, skill, diligence, care, prudence, judgment, and integrity which would reasonably be expected from a skilled and experienced service provided providing services under the same or similar circumstances as the Services under this Agreement; (ii) in accordance with all Specifications and all Keolis MHI policies, guidelines, by-laws and codes of conduct applicable to Supplier; and (iii) using only personnel with the skills, training, expertise, and qualifications necessary to carry out the Services. Keolis MHI may object to any of the Supplier’s personnel engaged in the performance of Services who, in the reasonable opinion of Keolis MHI, are lacking in appropriate skills or qualifications, engage in misconduct, constitute a safety risk or hazard or are incompetent or negligent, and the Supplier shall promptly remove such personnel from the performance of any Services upon receipt of such notice, and shall not re-employ the removed person in connection with the Services without the prior written consent of Keolis MHI.
c) Intellectual Property Warranty. Supplier further warrants to Keolis MHI that at all times all Goods and or Services (including any Deliverables) will not be in violation of or infringe any Intellectual Property Rights of any person.
d) Manufacturer Warranties. Supplier shall assign to Keolis MHI all manufacturer’s warranties for Goods not manufactured by or for Supplier, and shall take all necessary steps as required by such third-party manufacturers to effect assignment of such warranties to Keolis MHI.
e) The Supplier also represents and warrants that:
· It has the right to sell the Goods and that the Goods will be delivered to the Keolis MHI with full legal title, free from any charge, lien, or encumbrance.
· The Keolis MHI will enjoy quiet possession of the Goods, free from any third-party claims.
· All licenses, clearances, consents, and authorizations necessary for the sale, delivery, and use of the Goods by the Keolis MHI have been or will be obtained by the Supplier before delivery.
f) The Supplier shall indemnify and hold harmless Keolis MHI, its personnel, and agents from all liabilities, losses, damages, costs, charges, expenses, actions, proceedings, claims, and demands arising directly or indirectly out of or in connection with any breach of the Supplier's obligations, negligence, or willful default concerning the goods, including but not limited to their material, workmanship, design, and safety.
g) At its own expense, the Supplier shall take any action requested by Keolis MHI to contest any claims, actions, proceedings, or demands related to any alleged or actual defect in the goods’ materials, workmanship, design, or safety.
h) The Supplier shall indemnify and hold harmless Keolis MHI from any liabilities, losses, damages, costs, charges, or expenses arising from any claims, actions, or proceedings related to alleged or actual infringement of intellectual property rights (including patents, copyrights, designs, trademarks, or other monopoly rights) resulting from the goods, their use, or resale.
i) In the event of a breach of any warranties, and without prejudice to any other remedy available to Keolis MHI, the Supplier shall, at Keolis MHI’s option and the Supplier’s expense, within 10 days of notification, either refund the purchase price, correct or replace the goods, or re-perform the affected services. All associated costs, including inspection, re-performance, transportation, and supply chain disruption costs, will be borne by the Supplier. Warranties will continue for a renewed period starting from the date of acceptance of the corrected or replaced goods.
j) If the goods provided are subject to any claim or allegation of intellectual property infringement, the Supplier shall, at its expense and without prejudice to other rights of Keolis MHI, promptly provide a commercially reasonable alternative. This may include procuring the right for Keolis MHI to continue using the goods, replacing them with a non-infringing alternative, or modifying them to ensure non-infringement, without affecting their functionality.
F. Payment
F(a). Invoicing Requirements:
a. The Supplier must issue all invoices on a timely basis.
b. Invoices must meet the Keolis MHI's requirements and reference the relevant Purchase Order.
c. Invoices must be paid in the currency as mentioned on the PO for in bound goods/services. Outbound transactions will be addressed on a case-by-case basis.
d. Original invoices must be provided, and no manual corrections will be accepted.
e. The invoice is considered correctly addressed if it:
i) Follows the instructions of the Purchase Order.ii) Clearly identifies the Purchase Order.iii) Includes supporting documentation where clarification or explanation is required.iv) In cases of partial delivery and partial payment, terms must be detailed in or attached to the Purchase Order or agreed upon in writing between the parties.
F(b). Submission of Invoices:
a. The Supplier must submit invoices immediately upon delivery or, at most, within one working day.
b. Any failure or mismatch between the Delivery Order (DO) and the invoice will lead to delays in processing payments.
c. The invoice amount must match the Purchase Order amount unless otherwise agreed in writing.
F(c). Payment Terms:
a. The Keolis MHI will pay undisputed amounts within such time as agreed between the parties , the time to begin from the date the Keolis MHI’s finance department receives a properly rendered invoice.
b. If an invoice is disputed, the Keolis MHI may withhold payment of the disputed amounts until the issue is resolved. The withholding of disputed amounts will not constitute a breach of the agreement, and no interest will be charged on such amounts.
c. Notwithstanding this, the Keolis MHI will pay the undisputed portion of the invoice within the agreed-upon timeframe.
F(d). Electronic Payment: Upon request by the Keolis MHI, the Supplier shall accept payment by electronic funds transfer, which will discharge the Keolis MHI's payment obligations under the Purchase Order.
F(e). Interest on Late Payments: If undisputed amounts are not paid by the due date, the Supplier or Keolis MHI (as applicable) may charge interest on those amounts from 30 working days after the payment due date.
F(f). VAT Compliance:
a. All prices and rates stated in the Purchase Order are exclusive of VAT unless otherwise specified.
b. Invoices that require VAT must comply with the UAE VAT regulations.
G. Risk, Title, and Transit of Goods
Risk Transfer: Risk in the Goods shall transfer to the Keolis MHI only upon the Keolis MHI’s acceptance of the Goods at the delivery location specified in the Purchase Order, unless otherwise agreed in writing by the Parties. Delivery is deemed complete when the Goods are accepted by an authorized representative of the Keolis MHI.
Title Transfer:
2.1. Title to the Goods shall transfer to the Keolis MHI only upon full payment of the Goods, free of all charges, liens, or other encumbrances. The Supplier warrants that it has the absolute legal title and full rights to sell the Goods, and that upon payment, the Keolis MHI shall receive absolute and undisputed ownership of the Goods.
2.2. Ownership of the goods shall pass to the Keolis MHI on the first to occur of either, signed delivery note by an authorized representative of the Keolis MHI or any payment of, or on account, of the purchase price. The goods shall however remain at the Supplier's risk (including without limitation the risk of loss, damage or deterioration in transit) until they have been duly delivered at the delivery point. Nevertheless, if the Keolis MHI rejects any goods, the property and risk therein shall remain with or revert to the Supplier.
2.3. Supplier represents and warrants to Keolis MHI that it has in place with reputable insurers such insurance policies in coverage amounts that would be maintained by a prudent supplier of goods and services similar to the Goods and Services provided hereunder, including, as applicable, professional errors and omissions liability insurance and comprehensive commercial general liability insurance (including product liability coverage, all-risk contractors’ equipment insurance, and automobile liability insurance). In addition, Supplier will take out and maintain, at its own cost, such insurance policies and coverages as may be reasonably required by Keolis MHI from time to time. Supplier will promptly deliver to Keolis MHI, as and when requested, written proof of such insurance. If requested, Keolis MHI will be named as an additional insured under any such policies. If requested by Keolis MHI, such insurance will provide that it cannot be cancelled, or materially changed so as to affect the coverage provided under this Agreement, without the insurer providing at least 30 days prior written notice to Keolis MHI.
Keolis MHI's Right to Possession: The Keolis MHI reserves the right to take possession of any Goods for which it has acquired title, in the event of non-compliance by the Supplier with any contractual obligations.
Damage or Loss in Transit:
4.1. The Supplier shall bear all responsibility for Goods lost or damaged in transit until risk passes to the Keolis MHI. In such cases, the Supplier must, at its own expense, replace or restore the Goods to the Keolis MHI's satisfaction within a reasonable timeframe so as not to cause loss or delay to the Keolis MHI.
4.2. Delivery shall not be considered complete until the damaged Goods are replaced, or any necessary restoration has been completed to the satisfaction of the Keolis MHI.
4.3. Goods will be considered undelivered if the Supplier cannot provide a receipt signed by an authorized officer of the Keolis MHI confirming delivery.
H. TERMINATION
a. A purchase order may be cancelled at any time by the Keolis MHI giving the Supplier notice in writing. A fair and reasonable price shall be paid for all work in progress at the time of cancellation and subsequently received by the Keolis MHI. The Keolis MHI shall not be liable for any loss to the Supplier including consequential loss.
b. The Supplier shall be deemed to be in default and to have repudiated the contract if:
i. The Supplier is in material breach of that or any other contract with the Keolis MHI; or
ii. The Supplier or any of its assets is subject to any form of winding-up, administration or insolvency proceedings or arrangements with creditors generally.
c. If b. above applies, the Keolis MHI may at any time at its discretion and without prejudice to its other rights) by written notice to the Supplier.
i. Suspend any deliveries to be made under, or terminate, cancel or rescind, the relevant contract and any other contract with the Supplier.
ii. Become entitled to recover from the Supplier any amounts already paid by the Keolis MHI to the Supplier in relation to goods delivery of which is suspended or is no longer to take place.
iii. Declare (whereupon there shall forthwith become) immediately due and payable any indebtedness of the Supplier to the Keolis MHI on any other account whatsoever; and set off any indebtedness of the Keolis MHI to the Supplier against any indebtedness of the Supplier to the Keolis MHI, in each case, on any account whatsoever.
I. Penalties
In case the Supplier fails to supply within the agreed period, Keolis MHI shall have the right to take one or all of the following: -
i. Impose a delay penalty of 2% of the value of the delayed materials for each week of delay with maximum of 10% of the value of the said material.
ii. if the Supplier continues to be late until the fine reaches a maximum amount as per the opinion of Keolis MHI have the right to Purchase the material from the market at the expense of the Supplier and charge him with the deference plus 10% as administrative expenses.
iii. Confiscate the performance bond fully or partially.
J. Indemnities
Supplier shall indemnify, defend and hold harmless Keolis MHI, its Affiliates, and their respective officers, directors, employees, consultants, and agents (the “Keolis MHI Indemnified Parties“) from and against any claims, fines, losses, actions, damages, expenses, legal fees and all other liabilities brought against or incurred by the Keolis MHI Indemnified Parties or any of them arising out of: (a) death, bodily injury, or loss or damage to real or tangible personal property resulting from the use of or any actual or alleged defect in the Goods or Services, or from the failure of the Goods or Services to comply with the warranties hereunder; (b) any claim that the Goods or Services infringe or violate the Intellectual Property Rights or other rights of any person; (c) any intentional, wrongful or negligent act or omission of Supplier or any of its Affiliates or subcontractors; (d) Supplier’s breach of any of its obligations under this Agreement; or (e) any liens or encumbrances relating to any Goods or Services.
K. Limitation of Liability. EXCEPT FOR SUPPLIER’S OBLIGATIONS, AND EXCEPT FOR DAMAGES THAT ARE THE RESULT OF THE GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING ANY LOST PROFITS, DATA, GOODWILL, OR BUSINESS OPPORTUNITY FOR ANY MATTER RELATING TO THIS AGREEMENT.
L. Independent Contractors. Supplier will perform its obligations under the Agreement as an independent contractor and in no way will Supplier or its employees be considered employees, agents, partners, fiduciaries, or joint ventures of Keolis MHI. Supplier and its employees will have no authority to represent Keolis MHI or its Affiliates or bind Keolis MHI or its Affiliates in any way, and neither Supplier nor its employees will hold themselves out as having authority to act for Keolis MHI or its Affiliates.
M. Further Assurances. The parties shall sign such further and other documents, cause such meetings to be held, resolutions passed and do and perform and cause to be done and performed such further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement and every part thereof.
N. Severability. If any provision of this Agreement is determined to be unenforceable or invalid for any reason whatsoever, in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof and the remaining part thereof and all other provisions shall continue in full force and effect.
O. Waiver. No waiver of any provision of this Agreement shall be enforceable against that party unless it is in writing and signed by that party.
P. Force Majeure
If the Keolis MHI is prevented from taking any delivery by any cause beyond its reasonable control, the Keolis MHI shall be entitled without liability to cancel or delay the order in whole or in part.
Q. Law
These conditions and all quotations, the purchase order, related tenders, offers and acceptances shall be governed by and construed in accordance with the laws and courts of and applicable in the Emirate of Dubai, United Arab Emirates.