BELOW TERMS & CONDITIONS IS APPLICABLE WHEN THE VENDORS INTEND TO REGISTER THEIR ENTITY WITH TAHALUF AL EMARAT TECHNICAL SOLUTIONS L.L.C

 Vendors are required to complete registration process on Tahaluf’s online registration portal and must read the terms and conditions carefully prior to clicking ‘’Submit’’

 It is mandatory for Vendor authorised representative to complete their company registration in Tahaluf portal to participate and submission of their proposals to open tenders, RFQ’s, RFI’s and submission of invoices for the completed scope for payment processing. No un-registered Vendor shall be entitled to any payment (if due to completed services) if have not successfully registered on the portal.

 For registration purposes, Tahaluf shall request the Vendor to submit their legal incorporation documents such as “valid trade license, manager/ authorised signatory passport, VAT certificate if applicable, articles of association, Power of Attorney and any other document as required by Tahaluf.

 The Vendor understand that the success of business relation with Tahaluf is based on true information and accurate description therefore, the Vendor acknowledge and confirm that Tahaluf shall relay on the information provided by the Vendor on the portal
and any held discussions or submissions. If any information is found not updated, misleading, incorrect, does not reflect reality then Tahaluf reserves the right to remove the Vendor from the registration portal, terminate agreement if any.

 Tahaluf approved vendors will have an access for 1 Year (or) until their trade license expiry date whichever comes early. Approved vendors are responsible to provide the updated documents to Tahaluf within 7 days from its expiry date to keep their registration active in the portal, if the vendor failed to provide the updated supporting documents (or) notifying their organization changes, Tahaluf shall terminate the vendor from its portal.

 Tahaluf reserves the right to keep records and information submitted by all Vendors and shall disclose those information’s to its Shareholders and appointed auditors as & when needed

 The Vendor shall- upon demand- return any document handed or delivered by Tahaluf and shall keep any and all obtained information received from Tahaluf as confidential regardless of whether or not such information is marked or notified as a confidential information.

 Tahaluf shall demand a non-disclosure agreement to be signed by the Vendor’s authorised representative prior to any discussion or engagement.

 The vendor acknowledge and confirm that: successful registration in Tahaluf portal, discussions or signing preliminary documents with Tahaluf (such as NDA), submission of technical or commercial proposals, submissions of drawings or plans, DOES NOT indicate a promise or an acceptance or appointment by Tahaluf to the vendor. Unless and Until Tahaluf officially appoints the Vendor in writing and a definitive agreement is signed related to the scope of work/ project, Tahaluf shall not be under any obligation whatsoever to negotiate or conclude the definitive agreement or enter into any form of obligations with the vendor at any stage prior to executing the definitive agreement. Any termination of discussions or negotiations shall be as per Tahaluf’s sole discretion without liability to Tahaluf.

BELOW TERMS AND CONDITIONS IS APPLICABLE WHEN THE TRANSACTIONAL OBLIGATION HAS BEEN REACHED BETWEEN BOTH PARTIES

1. DEFINITION AND INTERPRETATION

 In these Conditions (unless the context otherwise requires), the following words and phrases shall have the following meanings:

“Tahaluf” means Tahaluf Al Emarat Technical Solutions LLC. a company established in the Emirate of Abu Dhabi and whose registered office is at 5 Floor, Al Bustan offices, Rabdan Street, PO Box 39892, Abu Dhabi, U.A.E.

“Agreed Delivery Date” means as set out Purchase Order;

“Conditions” means these terms and conditions set in this contract and set out in the Purchase Order;

“Contract” means these conditions along with the Purchase Order;

“Contract Price” means the total amount payable to the Supplier as set out in the Purchase Order;

“Delivery Date” means a specified delivery date in the Purchase Order or as agreed between the Parties;

“Goods” means the goods described in a Purchase Order;

“Intellectual Property Rights” means patents, inventions, know-how, processes, registered designs, copyrights, database rights and design rights, semiconductor topography rights, trademarks, service marks, brands, logos, domain names, business names, trade names, moral rights, and all registrations or applications to register any of the aforesaid items, rights in the nature of unfair competition rights and rights to sue for passing-off, rights in the nature of any of the aforesaid items in any country or jurisdiction, and whether existing now or in the future;

“Purchase Order” means an order in writing bearing title subject “Purchase Order” issued on Tahaluf’s letter head to the Supplier -to which these Conditions are included- after receiving the Supplier’s offer for the Goods and/or Services;

“Sales VAT” means value added tax or any other sales tax imposed on the Goods and/or Services from time to time (including any tax of a similar nature);

“Services” means the services described in a Purchase Order;

“Site” means the location where the Goods are to be delivered and/or the Services performed, as specified in Purchase Order or instructed by Tahaluf;

“Specified Delivery Date” means as set out in Purchase Order;

“Supplier” means the person, entity or company as set out in the Purchase Order;

“Valid Invoice” means a commercial / tax invoice provided by the Supplier to Tahaluf accompanied by the relevant Purchase Order and reference number along with delivery note evidencing that the Goods were delivered if related to Goods, otherwise, a completion certificate or other document confirming that the services were duly performed if related to services;

“Working Day” means any day from Monday to Friday (inclusive) which is not a public holiday in the Emirate of Abu Dhabi, UAE;

“Working Hours” means the hours of 08:00 to 18:00 (inclusive) in the UAE.

“Delay Penalty” means the penalty applied by Tahaluf on the Supplier in event of delay in delivery or completion of works as described under Delivery, Performance and Remedies clause.

“Remedies” means the procedures and measures which Tahaluf will be entitled to take against the Supplier following the delay penalty in event the Supplier fails to remedy his breach within the cap as described under Delivery and Performance clause.

“Parties” means Tahaluf and the Supplier jointly.

 In these Conditions (unless the context otherwise requires):

 The words “including”, “include”, “for example”, “in particular” and words of similar effect shall not limit the general effect of the words which precede

 Words importing the singular shall include the plural (and vice versa) and is intended to use masculine to male and female.

2. CONTRACT PRICE

 The parties agree that the Contract Price specified in Purchase Order shall include all costs, both direct and indirect, of providing the Goods and/or Services including all relevant Sales VAT required by applicable laws to be charged on the relevant Goods or Services.

3. PAYMENT

 Tahaluf shall pay only for the Goods and/or Services specified in the Purchase Order at the Contract Price stated in the Purchase Agreed prices of this Purchase Order is not subject to any changes whatsoever, unless written approved statement is signed by both parties.

 The Supplier shall provide Tahaluf with a Valid Commercial / Tax Invoice relating to a Purchase Order after accomplishment and completion of works as agreed in Purchase Order, in the case of an international shipment the Supplier should attach the following documents to a Valid Invoice:

 the master airway

 the packing list; and

 the commercial shipping

 Payment shall be released as agreed provided always that the Goods and Services have been accepted by Tahaluf in accordance with the Contract and the Supplier issue a Valid invoice.

 Tahaluf may set-off any amounts, fines, interest payable by the Supplier against any outstanding amounts payable to the Supplier via valid invoice.

 Upon receiving the final payment, the Supplier is not entitled to any financial and/or legal claims against Tahaluf Al Emarat

4. INTELLECTUAL PROPERTY RIGHTS

 If the Supplier, its employees, agents create any Intellectual Property Rights pursuant to, or to fulfill, a Purchase Order, ownership of such Intellectual Property Rights shall vest in Tahaluf, and the Supplier shall do or procure the doing of all such further acts and execute or procure the execution of all such documents as may from time to time be necessary to give full effect to this clause 10.

 Ones amounts paid to the Supplier all outputs of any works and/or services related to the contract which shall be executed by Supplier and/or the subcontractors are a fixed right and part of the Intellectual rights owned exclusively unconditionally by Tahaluf only. The Supplier shall not have the right in any way to sell and/or take any action without a prior written consent of Tahaluf. This clause shall remain in force and shall have full legal effect even in event of termination or expiry of the contract.

5. WARRANTY

 The Supplier warrants, represents and undertakes that:

 the Goods and/or Services will conform to the specifications referred to in the Purchase Order as to quantity, quality and description and any other specifications, requirements or instructions made known to the

 the Goods will be of satisfactory quality, fit for purpose, of good materials and workmanship and free from

 the Supplier has full and unencumbered title to the Goods which pass to Tahaluf in accordance with clause “Risk and Title”.

 the design, construction and quality of the Goods and/or provision of the Services will comply with any relevant applicable laws, rules or regulations in force at the time of delivery or performance; and

 it will provide the Goods and/or Services in accordance with the terms of the Purchase Order and these Conditions, using a level of care, skill and diligence reasonably expected from a world-class supplier of goods or services similar to the Goods or Services using highly experienced and qualified

 The Supplier will pass on to Tahaluf the benefit of any additional warranties secured from the Supplier’s suppliers or The rights and remedies of Tahaluf provided in these Conditions are cumulative and are not exclusive of any rights and remedies availed by law or otherwise.

6. APPLICATION

 These Conditions shall govern and be incorporated into the Contract and  prevail over any terms or conditions (whether or not inconsistent with these Conditions) contained or referred to in any correspondence or documentation submitted by the Supplier or elsewhere or implied by custom, practice or course of

 Unless otherwise agreed in writing between the Parties, no terms or conditions endorsed upon, delivered with or contained in the Supplier’s quotation, acknowledgement or acceptance of a Purchase Order, specification or similar document shall form part of the Contract and the Supplier waives any right to rely on such terms and conditions unless such terms are mentioned in Purchase Order or agreed in writing by both Tahaluf and Supplier.

7. FORMATION OF THE CONTRACT

 Upon receipt of the Supplier’s proposed offer for the provision of the relevant Goods and/or Services, Tahaluf may send a Purchase Order along with the Conditions to the Supplier’s.

 A copy of the signed Purchase Order bearing the Supplier’s initials and signature and stamp must be sent by email at the email address provided by Tahaluf to the Supplier (from time to time) within forty-eight (48) hours of receipt of the signed Purchase Order. The Supplier’s offer shall be deemed to be accepted, and the Contract formed, upon return of the signed Purchase Order by the Supplier.

8. DELIVERY, PERFORMANCE and REMEDIES

 The Supplier shall deliver the Goods and/or provide the Services at the time, date and place specified on the relevant Purchase Order (“Specified Delivery Date”), such delivery to always be carried out during Working Hours.

 In the event that there is no Specified Delivery Date, the parties shall discuss and agree on a delivery time and date upon which the Supplier shall deliver the Goods and/or perform the Services at the Site (“Agreed Delivery Date”). If agreement cannot be reached, then without prejudice to any other rights or remedies of Tahaluf, it shall have a right to terminate the

 Delay Penalty: Unless otherwise agreed in writing, in event the Supplier fails to deliver the entire Goods and/or perform the Services (or any part thereof) on the Delivery Date, such failure shall constitute a material breach to the Contract and, without prejudice to any other rights and remedies of Tahaluf, it shall be entitled to apply a delay penalty.

 Remedies: Without prejudice to Tahaluf’ other rights and remedies availed by law, once the cap is reached and the Supplier failed to remedy his breach Tahaluf will have the right to apply one or all or combine any of the following remedies: a) terminate the Contract. b) confiscate the security Cheque/bank guarantee provided by the Supplier. c) appoint another Supplier at the expense of the defaulted Supplier and demand 10% of contract amount as penalty on the defaulted Supplier. d) demand refund monies paid to Supplier. e) demand compensation for all the damages incurred due to breach of contract.

 The Supplier agrees that partial delivery and/or performance shall constitute a failure to deliver and/or perform whereas penalties along with remedies in this clause shall apply, unless Tahaluf confirms in writing that partial delivery is

 Where Tahaluf considers that the Supplier has, or is likely to, abandon the performance of the Services or the delivery of the Goods (or any part thereof), Tahaluf may issue a notice to the Supplier requesting the Supplier to confirm their intention to comply with the Contract (“Confirmation Notice”). Where the Supplier fails to provide such confirmation to Tahaluf within 3 three days after the date of the Confirmation Notice:

 Tahaluf may by written notice to the Supplier immediately terminate this Contract; and/ or Without prejudice to Tahaluf’s other rights and remedies availed by law or under this Contract, Tahaluf may apply the remedies as mentioned in this clause.

 If a license or consent of any government or other authority is required for the supply or carriage of the Goods or performance of the Services, the Supplier shall obtain such license or consent at its own expense and produce evidence of it to Tahaluf on demand unless such is required by Tahaluf.

 For the avoidance of doubt, any breach by the Supplier of its obligations under this clause shall constitute a material breach of the Contract.

9. INDEMNITY

 The Supplier shall indemnify and keep Tahaluf indemnified against all losses, damages, costs and expenses (including legal and other professional fees and expenses) of whatever nature incurred or suffered by Tahaluf arising out of or in relation to this Contract including:

 defective workmanship, quality or materials;

 the Supplier’s delivery of the Goods and/or provision of the Services at the Site;

 any fines or penalties levied on Tahaluf as a result of the Supplier’s failure to comply with the conditions in the contract or procure any required license or consent;

 abandoning the performance of the Services or supply of the Goods; and

 any infringement or alleged infringement of a third party’s Intellectual Property Rights caused by the receipt, use or otherwise of the Goods and/or

 The Supplier shall hold Tahaluf harmless for any claims, allegations or demands made against the Supplier as a result of Tahaluf’ receipt, use or otherwise of any Goods and/or

10. IMMEDIATE TERMINATION

 Tahaluf may terminate the contract along with confiscating the security Cheque without incurring any liability for such termination and without the need for notice or warning or for any prior judicial action, if the Supplier has breached any of the below substantive obligation in the contract:

 Withdrawal or delay in commencement of work (10) days without written notice and Tahaluf considers that it cannot be completed within the duration specified in the contract.

 If the work under this contract is wholly or partly assigned to the Subcontractor without notice and obtaining the written consent of Tahaluf.

 Any act of fraud or malpractice by the Supplier.

 If a bribe is made explicit or disguised or initiated by one of the employees related to this contract or if any of them is offered or given or agreed to give them any gifts, bonuses or gifts and was intended to entice them to act or refrain to Tahaluf.

 If the Supplier is bankrupt or his commercial license is not renewed when it expires.

 If the Supplier, employees, subcontractors, affiliates disclosed any confidential information without notifying and obtaining the written approval of Tahaluf.

11. CONFIDENTIALITY
 The supplier may have access to the Confidential Information of the Tahaluf. In this regard, “Confidential Information” may include without limitation: trade secrets, inventions, techniques, software, projects, processes, schematics, theories of operation, data, documentation, photographs, customer lists & contacts, financial information and business and marketing plans and data,
business, technical, financial, operational, legal, administrative, marketing and economic information and other material and data in connection with the dealings and the business of the Tahaluf, may be disclosed, directly or indirectly, to supplier, its representatives and advisers provided that it has been categorized as a “confidential information” explicitly by the Tahaluf to the Supplier.

 Confidential Information will not apply to any Confidential Information that: (I) was publicly available at the time of its disclosure or became publicly available through no fault or breach of the Supplier; (ii) was in the supplier’s possession free of any obligation of confidence at the time of disclosure; (iii) was communicated to the supplier free of any obligation of confidence subsequent to the time of disclosure thereof, or (iv) it was independently developed by or for the supplier.

 The supplier will not, at any time, disclose any Confidential Information to any other person or entity in any way nor will the supplier use the Confidential Information for any purpose other than for what is agreed upon with the Tahaluf. The supplier shall not make any statement, comment, public or private announcement, or any release to trade publications, the media, or the press, or make any statement to any competitor or customer, with respect to the Confidential Information without the prior written consent of Tahaluf.

 The supplier will not, at any time, or in any way, take or reproduce Confidential Information unless required by the Tahaluf in writing. Supplier will, upon ceasing to be engaged by the Tahaluf, return to the Tahaluf all Confidential Information in the supplier’s possession or under their control.

 The supplier shall on request return all Confidential Information in its possession or promptly destroy or erase the Confidential Information in its possession and shall if required by the Tahaluf supply such evidence of destruction.

 The supplier hereby undertakes to practice the utmost degree of care to protect the confidentiality of the Tahaluf Confidential Information -as if it is his own- taking into consideration the circumstance and nature of the Confidential Information and in no event less than reasonable care.

 The supplier shall not request any customers of any business being conducted or contemplated by the Tahaluf to cancel their business with the Tahaluf.

 The supplier shall not induce or attempt to influence any employee of the Tahaluf to terminate employment with the Tahaluf unless such employee has applied a normal job advertisement.

 The Supplier undertake and acknowledge that any unauthorized disclosure of Confidential Information or another breach of the provisions of this undertaking will cause definite and irreparable damages of all kinds to the Tahaluf, and accordingly in the event of any breach by the Supplier, the latter shall be liable to civil claims under the laws of UAE for all the liabilities, damages, costs, expenses and compensation, in addition to any other legal remedies which may be available to the Tahaluf by law provided always that: (i) Tahaluf shall forthwith give written notice to the supplier of the loss and damage and (ii) the supplier shall be furnished with satisfactory documentary evidence of such actual loss and damage.

 The Supplier undertake that this Confidentiality and Non-Disclosure undertaking, and information security policy embedded below with its terms and conditions shall be valid and in force from the effective date vendor registration approval and for period of five years.

12. NON-COMPLIANT GOODS AND SERVICES

 The Supplier shall, at no additional cost to the relevant Contract Price, ensure that all Goods are packaged and transported in a manner that protects such Goods against damage in transit and storage. If any Goods and/or Services (or any part of them) are damaged, defective, degraded, do not comply with the relevant manufacturer’s specification or otherwise do not comply with the requirements of the relevant Contract, Tahaluf may elect to either accept such Goods and/or Services at a discounted Contract Price to be agreed between the parties or reject such Goods and/or

 If Tahaluf rejects any Goods in accordance the Supplier must replace such Goods within (5) five days from receiving the notice. If the Supplier fails to replace any rejected Goods Tahaluf shall have the right to apply the “Delay Penalty” and then after the “Remedies” as stated under Delivery and Performance clause.

13. Non-Conflict of Interest

 Supplier certifies that to the best of its knowledge and belief there is no economic, beneficial, employment, matrimony, or managerial relationship exists between the Supplier (and any of its agents, managers, shareholders or employees) and Tahaluf Al Emarat Technical Solutions L.L.C (Tahaluf), which would tend in any way to influence in the performance of the duties the Supplier in connection with the project and the agreement entered/ to be entered with Tahaluf. It is understood that the exchanges or offer of any money, gift item, personal service, entertainment, promise, or exceptional hospitality by the Supplier (including any of its agents, managers, shareholders, or employees) to the employees and representatives of Tahaluf (including their immediate family members) are expressly prohibited. Any violation of this provision constitutes a breach of the agreement. Tahaluf may by written notice to the Supplier disqualify and reject its proposal and terminate the agreement without any liability whatsoever on Tahaluf or any of its agents and confiscate any security Cheque or amounts paid by the Supplier if it found (a) that the Supplier violated the declaration contained in this paragraph regarding any conflict of interest; or (b) that gifts were offered or given by the Supplier to any of Tahaluf employees, agents, or representatives, officers or their immediate family members to influence them to award, make and/or amend the tender document or agreement or to secure favorable treatment with respect to the performance of the agreement. (c) during the term of the Agreement with Tahaluf the Supplier has not reported to Tahaluf of such Non-conflict of interest when discovered or aroused immediately to Tahaluf.

14. IMPORTS AND EXPORT

 The Supplier shall adhere to all export and trade restrictions, policies, rules and regulations applicable.

15. TITLE

 The Parties agree that title deed to all Goods or Services shall pass to Tahaluf upon payment by Tahaluf or as agreed between the Parties in writing.

16. ASSIGNMENT

 The Supplier may not assign, transfer or deal in any way with all or any part of the benefit of, or its rights or benefits under, the Contract. The Supplier may not subcontract the performance of the whole or any part of a Contract without Tahaluf’ prior written consent.

17. NOTICES

 Any notice given by one Party to the other in connection with a Contract must be in writing and addressed to the address(es) as set out in the Purchase Order or to any other address notified in writing by one party to the other for the purpose of receiving notices in connection with the Contract and delivered personally or by fax transmission, email or courier.

18. SEVERANCE

 If any provision in these Conditions is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions which shall remain in full force and effect. If such provision would cease to be invalid or unenforceable if it were to be modified, the provision in question shall apply with such modification as may be necessary to make it valid and enforceable.

19. THIRD PARTIES

 A person who is not party to this Contract shall have no rights to enforce any term of, or any benefit under, such Contract.

20. WAIVER

 The rights and remedies provided by any Contract may be waived only in writing, and any failure to exercise or any delay in exercising a right or remedy by Tahaluf shall not constitute a waiver of that right or remedy or of any other rights or remedies. A waiver of any breach of any of the terms of a Contract or of a default under a Contract shall not constitute a waiver of any other breach or default and shall not affect the other terms of such Contract.

21. VARIATION

 No variation or alteration of any of the provisions of a Contract or these Conditions shall be effective unless it is in writing and signed by or on behalf of each party.

22. FORCE MAJEURE

 Neither party is liable for any delay in meeting, or failure to meet, its obligations under this contract due to a Force Majeure Event. Any party in breach of this contract as a result of a Force Majeure Event will not be deemed to be in breach if: it promptly notifies the other party in writing of the nature and the extent of the Force Majeure Event causing its delay or failure in performance; and it has
used all reasonable endeavors to mitigate the effect of the Force Majeure Event, to carry out its obligations under this contract in any way that is reasonably practicable and to resume the performance of its obligations as soon as reasonably possible. If the Force Majeure Event continues for a continuous period of more than 40 Business Days, either party may terminate this contract by giving 15 Business Days written notice to the other party.

 For avoidance of doubt Force Majeure Event means any delay or failure in performance of this contract, which results from any act of terrorism, fire, flood, act of government or regulatory authority, lightning, war, revolution, riot or civil commotion, global pandemic or any other act or event which is similar in nature or any other circumstance beyond the reasonable control of the defaulting or failing Party.

23. GOVERNING LAW AND JURISDICTION

 This Contract and any matter arising from or in connection with it shall be governed by and construed in accordance with the Federal laws of the UAE and the laws of the Emirate of Abu Dhabi as applicable therein. Each party irrevocably agrees to submit to the exclusive jurisdiction of the courts of the Emirate of Abu Dhabi.