Terms and Conditions – Purchase Order

1. General Preliminaries

1.1. This Purchase Order (“PO”) is based on the Vendor’s quotation.

1.2. PO Acknowledgement: The Vendor must acknowledge receipt of this PO by email to procurement@musanadah.com.sa within 7 days of the PO issue date. The PO is automatically cancelled if no acknowledgement is received within the stated timeline.

1.3. PO Assignment: The Vendor shall not assign, transfer, or novate any rights or obligations under this PO without Musanadah’s prior written consent. (Refer also to Clause 2.8 regarding subcontracting restrictions.)

2. Delivery

2.1.The Vendor shall NOT deliver any goods/services to Musanadah without an approved PO.

2.2.Musanadah will arrange site access and/or gate passes as required.

2.3.Delivery must be at the agreed time/date unless otherwise advised by Musanadah.

2.4.The Vendor shall issue a Delivery Note (“DN”) for each delivery of goods or services.

2.5. Delivery Note Requirement – DNs must include:

2.5.1.Signature of Musanadah receiving person;

2.5.2.PO number related to the delivery;

2.5.3.Description and quantity of items delivered;

2.5.4.Receiving date and time;

2.5.5.Receiver’s full name and Employee ID;

2.6.Musanadah will not sign or accept the Delivery Note if the Vendor fails to deliver in accordance with the PO requirements, including but not limited to the agreed delivery schedule, scope, specifications, or quality standards set out in these Terms and Conditions.

2.7.If the Vendor becomes unable or likely unable to supply/execute, the Vendor shall immediately notify Musanadah and provide a substitute within 5 Business Days at the same or lower cost unless otherwise agreed in writing.

2.8.Subcontracting: The Vendor may not subcontract the performance of any part of this PO without Musanadah’s prior written consent. Approved subcontractors must comply with these Terms and Conditions; the Vendor remains primarily responsible. (Refer also to Clause 1.3 regarding assignment of contractual rights.)

2.9.Vendor accepts back-to-back penalties passed down from Musanadah’s client in the event of a KPI breach.

3.Quality and Warranty

3.1.Goods/Services must conform to the PO, be fit for purpose, and benefit Musanadah.

3.2.Goods/Services must be of satisfactory quality, sound materials/workmanship, and free from defects.

3.3.Goods/Services must comply with Vendor’s published specifications (if any), be at least equal to provided samples, and comply with all Applicable Laws.

3.4.Vendor warrants performance in accordance with good industry practice by trained and competent practitioners, consistent with Musanadah’s requirements.

3.5.Non-conforming Goods/Services are deemed non-conforming, and Musanadah retains all rights and remedies, including rejection, replacement, or refund.

3.6.If services are defective, Vendor shall promptly re-perform within 14 Business Days at no charge; failing which, Vendor shall refund amounts paid for the deficient service.

3.7.For new equipment installs/commissioning, Vendor shall provide warranty during the defect liability period in line with industry best practice and rectify notified issues.

4.Health, Safety, Environment and Site Rules

4.1.Vendor shall comply with all applicable health, safety, environmental and security laws, and with Musanadah’s EHS/site rules. Failure to comply shall be treated as a material breach.

4.2.Vendor shall ensure that all personnel performing work on Musanadah or client sites are trained, medically fit, and properly equipped with required PPE.

4.3.Vendor shall immediately report to Musanadah any incident, injury, or environmental spill occurring during the performance of services.

5.Insurance and Liability

5.1.Vendor shall maintain adequate insurance (including but not limited to public liability, employer’s liability/workmen’s compensation, and professional indemnity where applicable) with minimum cover levels acceptable to Musanadah, and shall provide evidence of such insurance upon request.

5.2.Vendor shall defend, indemnify, and hold harmless Musanadah, its Affiliates, and their directors, employees, representatives, agents, successors and assigns against third-party claims and associated losses arising out of:

5.2.1.Vendor’s gross negligence or wilful misconduct;

5.2.2.Any material breach by Vendor of its representations, warranties, covenants, or agreements under this PO.

6.Invoice and Payment

6.1.NO PO – NO PAY: Musanadah has no financial obligation for Goods/Services delivered without an approved PO. Invoices without a valid PO will be rejected and deemed null/void.

6.2.Invoice Submission:

6.2.1.Vendors must submit their invoices directly to the Musanadah Finance department by email to accountpayable@musanadah.com.sa.

6.2.2.Invoices submitted outside the Musanadah Finance department will not be deemed formally received and may cause payment delays.

6.3.Invoice Requirement – Invoices must:

6.3.1.Be ZATCA-compliant (see https://zatca.gov.sa/en/E-Invoicing);

6.3.2.Include the PO Number;

6.3.3.Include a copy of the DN;

6.3.4.Include the main contact’s name and details in Musanadah.

6.4.Musanadah shall pay undisputed invoices as per the agreed payment terms stated in the PO.

6.5.No payment will be issued if any of the following apply:

6.5.1.Invoice requirements are not fulfilled;

6.5.2.Delivery Note requirements are not fulfilled;

6.5.3.If Musanadah disputes the correctness of the invoice or supporting paperwork, Musanadah may withhold payment until resolved.

6.6.Any amounts due to Musanadah may be set off against Vendor’s receivables.

6.7.No fees beyond those in the PO are payable.

7.Termination

7.1.Failure to acknowledge the PO within 7 days as per Clause 1.2 results in automatic cancellation.

7.2.Any PO not honoured by the Vendor within 60 Business Days of issue, or as per the agreed Delivery Schedule, shall be deemed cancelled.

7.3.If the Vendor breaches these Terms and Conditions or the Agreement, Musanadah may issue a written notice specifying the breach. If the Vendor fails to remedy the breach within five (5) Business Days of receiving such notice, Musanadah may cancel the PO with immediate effect by written notice.

7.4.Termination for Convenience: Musanadah may terminate this PO in whole or part at any time for convenience by giving Vendor 30 days’ written notice. Musanadah shall pay only for Goods/Services duly delivered and accepted up to the termination date.

8.Compliance, Ethics and Data Protection

8.1.Upon acceptance of the PO, the Vendor acknowledges that no personal favours or gain shall be extended to any person associated with Musanadah. Any failure constitutes attempted bribery and may result in legal and contractual remedies under applicable law.

8.2.Confidentiality: Vendor shall treat as confidential all information and data received from Musanadah and shall not disclose it to third parties without Musanadah’s prior written consent, except as required by law.

8.3.Data Protection: If Vendor handles any personal data of Musanadah employees or clients, Vendor shall comply with applicable data protection laws and Musanadah’s privacy policies.

9.Governing Law and Dispute Resolution

9.1.This PO shall be construed and governed by the laws, rules, and regulations of the Kingdom of Saudi Arabia.

9.2.Parties shall attempt in good faith to resolve disputes amicably. If unresolved within 30 Business Days, either party may refer the matter to the competent courts of Riyadh, KSA.

10.Force Majeure

10.1.Neither Party shall be liable for delay or failure to perform obligations under this PO due to events beyond its reasonable control, including but not limited to acts of God, government actions, natural disasters, pandemics, strikes, or war. The affected Party shall notify the other in writing within 5 Business Days of becoming aware of such event.

11.Entire Agreement / Variation

11.1.This Purchase Order and its referenced documents, including any applicable contract or purchase agreement, collectively form the entire agreement between the Parties for the subject goods and/or services.

11.2.In the event of inconsistency, the terms of the executed contract or purchase agreement shall prevail over these PO Terms and Conditions.

11.3.Any variation must be in writing and signed by authorised representatives of both Parties.