GENERAL TERMS AND CONDITIONS: Certificate having the same Acceptance Date is issued by

TAHAKOM.
1. SCOPE D. “Delivery Date” means the date, mentioned in the PO,
1.1. The SAUDI TECHNOLOGY & SECURITY Delivery Schedule upon which the Supplier has an
COMPREHENSIVE COMPANY LLC (“TAHAKOM”) obligation to delivery Products and/or to have Services.
General Terms and Conditions of Purchase (hereinafter E. “Delivery Schedule” means the schedule for delivering
“General Terms and Conditions” or “GTC”) shall the Products and/or Services as mentioned under the
constitute the terms and conditions governing PO.
TAHAKOM’s acceptance of Supplier offer or Products or
Services, and shall apply exclusively to transactions F. “Deficiency/Defect” means: (a) in case of Services,
relating to or arising out of orders of a value less than failure of Services to comply with the PO, Delivery
SAR /500,000/, placed for the purchase of Products Schedule including any error, omission or inadequacy in
and/or Services by TAHAKOM on any Supplier or to Services; and (b) in case of the supply of Products,
1.2. TAHAKOM rejects any additional terms and when the Products:
conditions, in conflict with the GTCs. (i) are not the ones specified in PO, Delivery
1.3. Any reference to Supplier’s quotation, bid or Schedule; or
proposal does not constitute an acceptance from (ii) do not conform to the Specifications,
TAHAKOM of any clause or condition included within requirements, warranty, samples, time frame, or
that Supplier’s document. other descriptions Delivery Schedule; or
1.4. Supplier’s shipment of Products or commencement (iii) the manufacture, packaging, and transportation
of performance of Services, pursuant to issuance of of which do not comply with the provisions of PO,
Purchase order, shall constitute a de facto acceptance of Delivery Schedule; or
these GTC without modification. (iv) are non-compliant with applicable international
1.5. The following documents form part of the PO, or local laws, rules, regulations; or
Delivery Schedule and are interpreted as an integral (v) are delivered in a quantity that is different than
part of one order dealing with purchase of Products the quantity required to be delivered under PO,
and/or Services. However, in the event of any conflict Delivery Schedule, or contract.
among the documents, the following shall be the order G. “Intellectual Property” means any and all now known
of precedence: or hereafter known tangible and intangible: Patents,
(i) PO, Delivery Schedule designs, logos, copyrights, trademarks and trade name
(ii) This General Terms and Conditions rights, trade secrets and other legal interests recognized
(iii) Incoterms 2020 specified in the PO or protected as intellectual property of every kind and
(iv) TAHAKOM’s RFP/RFQ nature, worldwide and however designated under the
(v) Supplier’s Proposal/Quotation applicable law.
(vi) any other documents mutually agreed by
TAHAKOM and Supplier. H. “License(s)” means grant, permit or allow using,
1.6. To the extent that a provision in the relevant PO, providing products or performing services.
Delivery Schedule explicitly identifies and states its I. “Party” refers to either TAHAKOM or the Supplier
intention to supersede or amend a provision in these singularly and “Parties” collectively to both TAHAKOM
General Terms and Conditions, such provision in the and Supplier.
General Terms and Conditions shall stand superseded or J. “PO” means purchase order issued by TAHAKOM to
amended as the case may be. Supplier incorporating these General Terms and
Conditions by reference.
2. DEFINITIONS
K. “Products” means any and all items including but not
The following capitalized terms shall have the meanings limited to equipment, materials, Software, systems that
assigned to them below : have been mutually agreed to be supplied by Supplier to
A. “Acceptance Certificate” means the certificates that TAHAKOM under PO, Delivery Schedule.
confirms acceptance of Products as per the Acceptance
Criteria and Procedures as per the TAHAKOM’s PO L. “Proof of Delivery” (POD) means the document, in a
Acceptance Certificate Form . form acceptable to TAHAKOM, to be signed and issued
by TAHAKOM’s competent personnel, proofing delivery
B. “Acceptance Criteria and Procedures” means the of Products to the relevant warehouse.
criteria, tests and procedures set by TAHAKOM or as
may be defined in the relevant PO, Delivery Schedule so M. “Purchase Price” means the total price of each
as to determine if the Products adhere to the Product/Service accepted by TAHAKOM and as defined
Specifications, requirements, and meet the acceptable in the PO, Delivery Schedule.
standards.
N. “Supplier” means a person or entity registered as a
C. “Acceptance Date” means the date when the vendor with TAHAKOM.
Acceptance Criteria and Procedures are successfully
implemented and as a result of which an Acceptance O. “Services” means all the services and the services that
are incidental or supplementary thereto, to be furnished
TAH/Temp/PO/500K/EN/LDPD/20210901/V11 Page 1 of 8
to TAHAKOM by Supplier as specified in the relevant PO, and catalogues specifications and Supplier’s proposal
Delivery Schedule. that is accepted by TAHAKOM. and not prevailing over
the conformity documents set in this Clause, which are
P. “Specifications” means the functional, technical and
the basis of the PO, be of the best available design,
operational specifications of the Products or Services in
quality, material and workmanship; be fit for the
the form of documentation, instructions and drawings
purpose made known to the Supplier by TAHAKOM
that may form part of PO, Delivery Schedule and/or
prior to issuance of the PO be free from encumbrances
statement of work and request for proposals or other
and third party rights and security interests and comply
documents including manuals and quotations. It defines
with all applicable laws.
functionality, design, criteria, content, format, brand,
If any Products and/or Services delivered do not comply
mode, structure or any other feature or requirement
with the requirements of the PO, TAHAKOM shall inform
meant for the creation or development of further
the Supplier and the Supplier shall immediately take
Products or for consumption. It may also include service
such remedial action as is necessary to ensure
levels, samples,
compliance, If remedial actions are not satisfactory to
Q. “TAHAKOM” means Saudi Technology & Security TAHAKOM, then TAHAKOM shall be entitled to: (a)
Comprehensive Control Co. LLC (TAHAKOM), PO Box reject the Products and/or Services and require the
45628, Riyadh 11522, Kingdom of Saudi Arabia and Supplier to replace non-compliant Products and/or
includes any of its subsidiaries, affiliates and successors . Services at the Supplier’s risk and expense within a
timeframe to be agreed by the Parties; (b) if the repair
3. DELIVERY or replacement is not possible, then reject the Products
3.1 The Products and/or Services subject of a specific PO and/or Services and require the Supplier to repay the
shall be delivered/ performed on or prior to the Delivery part of the Price that relates to the rejected Products
Date and as per the Incoterms and Delivery Schedule and/or Services in full; (c) refuse to accept any further
designated in the PO, where applicable. Products and/or Services; and (d) terminate the PO
3.2 Failure to deliver the Products and/or Services in without any additional liability on TAHAKOM, and in
accordance with the PO and the General Terms and addition TAHAKOM shall be entitled to purchase the
conditions, Supplier Proposal will entitle TAHAKOM to: Products and materials which are substantially similar
(a) refuse to accept any subsequent attempted delivery to the Products from an alternative source and any costs
of the Products and/or Services; (b) terminate the PO incurred by the TAHAKOM in excess of the price agreed
without any liability on TAHAKOM; (c) obtain substitute to be paid for those Products shall be reimbursed by the
products/services from another supplier and recover Supplier to TAHAKOM on demand.
from the Supplier any actual resulting costs and If on delivery, and where the PO involves Products, any
expenses. Product is found to have proven latent defects (with
3.3 In cases where the PO scope involves Products, and evidence of such defects) that could not have been
until delivery and acceptance by the TAHAKOM of the discovered during inspection under Acceptance Criteria
Products in accordance with the PO, the Supplier shall and Procedures but only during any subsequent tests to
insure the Products against all risks for their full be performed by the TAHAKOM, the TAHAKOM may
replacement value and the Supplier shall be liable for refuse to accept delivery of the defective Products by
any loss of or damage to the Products prior to such providing written notice of such defect to Supplier.
delivery and acceptance. Products may be returned to the Supplier. Subject
3.4 In cases where the PO scope involves Products, title thereto any Products returned to the Supplier due to
of the Products shall pass to TAHAKOM only upon latent defects of quality or condition which would not be
delivery of the Products to the place of delivery specified apparent on inspection shall either be replaced free of
by TAHAKOM. charge or refund or shall be credited to the TAHAKOM
3.5 Prior to delivery, the risk of damage to or loss of the the price of such defective Products.
Products shall remain with the Supplier.
3.6 License(s): Supplier provide/ grant TAHAKOM 5. PRICE
perpetual right(s) to use and provide products or 5.1 Supplier shall supply Products and/or Services at
perform services and permit it sublicense use right or the prices/rates stated in the relevant PO, Delivery
services for third party. License should be free of any Schedule. Unless otherwise specifically agreed to in the
encumbrances, or other rights. The Supplier shall PO, Delivery Schedule , the prices shall be inclusive of all
obtain, and maintain throughout the duration of this PO, packaging, storage, handling, marking, product testing,
all the consents, approvals, licenses and permissions freight to the specified delivery point, insurance, and
(statutory, regulatory contractually or otherwise) it may other government charges, taxes, bank charges and
require in its jurisdiction and which are necessary for other incidental costs
the provision of the PO. 5.2 Unless otherwise expressly specified in the PO,
Delivery Schedule, Supplier shall anticipate and absorb
4. PRODUCTS CONFORMITY any pricing fluctuations and thus offer prices and rates
The Products and/or Services shall conform with the to TAHAKOM that are stable, firm and fixed for the term
specifications and/or requirements of the PO, Delivery of the PO, Delivery Schedule.
Schedule and/or statement of work, RFP/RFQ, manuals
TAH/Temp/PO/500K/EN/LDPD/20210901/V11 Page 2 of 8
5.3 Supplier shall give TAHAKOM the transferable and Arabia, Supplier invoice shall, in addition to the
irrevocable right to use the Products that it has documents mentioned under 7.3 a) and b), be
delivered. TAHAKOM’s right of use shall not be subject accompanied by the following document(s)
to any restrictions in terms of time and place of use and (wherever applicable) or similar documents
shall cover all forms of use known at the time of entering evidencing receipt of shipment:
into the PO, Delivery Schedule. (i) Bill of Lading
5.4 Supplier represents that all of the prices, (ii) Air Waybill
discounts, warranties, benefits and other terms offered (iii) Packing lists
to TAHAKOM in the PO are equivalent to, or more
favorable than, what is offered by Supplier to any of its 7.4. Unless otherwise specified in PO, Delivery
other customers for similar volumes. Schedule, the original invoice and/or copies shall be
sent directly and to the address given below:
6. TAXES Procurement Department, TAHAKOM
6846 King Fahd Road - Al Olaya Dist.
6.1. Unless otherwise agreed to in the PO, Delivery Unit No 20
Schedule, all prices and rates quoted hereunder shall be Riyadh 12331 - 4624
Kingdom of Saudi Arabia
inclusive of all taxes including value added tax (VAT), Email: [email protected]
excise and customs duties, charges, levies, costs, [email protected]
expenses, and other similar taxes imposed by any
governmental authority relating to the export, import
and use of Products. 8. PAYMENT OF SUPPLIER’S INVOICES
6.3. TAHAKOM reserves the right, without prior consent 8.1. The payment term is sixty (60) days commencing
of the Supplier, to deduct any amount of the amounts from the date of receiving a duly submitted invoice,
owed to the second party related to withholding taxes in unless otherwise explicitly stated in the PO. The date of
accordance with the regulations of the Kingdom of Saudi invoice shall not be earlier than the Acceptance Date of
Arabia, or recover from Supplier as a debt such sums the Products by TAHAKOM.
and all other relevant losses incurred by TAHAKOM. 8.2. In the event of Defective or delayed
6.4. Supplier shall be responsible for promptly settling delivery/performance by Supplier, TAHAKOM shall be
all such taxes and charges and all costs assessed in entitled, subject to a 15 days’ notice, to withhold
connection therewith and will indemnify and hold payment proportionate to the value of the Defective or
TAHAKOM against the same. delayed delivery/performance until proper delivery has
been affected and TAHAKOM shall have the right to
7. INVOICING deduct amounts according to Clause 13 Liquidated
7.1. Supplier shall invoice TAHAKOM for the amounts Damages.
due for the supply of Products and/or Services subject 8.3. On notice to Supplier, TAHAKOM may deduct from
to TAHAKOM’s acceptance of the Products and/or any payments due under the PO, Delivery Schedule, or
Services through issuing an Acceptance Certificate. contract any amounts that Supplier owes to TAHAKOM.
Invoices shall be billed in the currency as stated in the TAHAKOM may correct or modify any sum previously
relevant PO, Delivery Schedule or contract and shall be paid in any or all of the following circumstances, if
submitted in duplicate. TAHAKOM can substantiate that: (i) any such sum was
7.2. Invoices raised on TAHAKOM by the Supplier shall incorrect; or (ii) any such sum was not properly payable
be original and contain, where applicable, the following to Supplier; or (iii) any Product/Service in respect of
information: which payment was made does not comply with the
(i) Name and address of Supplier and the Supplier code terms of the PO, Delivery Schedule.
(ii) Name of shipper (if different from Supplier) 8.4. Payment of invoice shall not constitute acceptance
(iii) Country of export of Products and/or Services and shall be subject to
(iv) Country of origin (manufacture) of the Products adjustment for Deficiencies/Defects or for other failure
(v) Shipment terms used of Supplier to meet the Acceptance Criteria and
(vi) Payment terms Procedures. TAHAKOM is entitled to withhold payment
(vii) Relevant PO number in respect of a consignment, the delivery of which is not
(viii) Part numbers or line item number
complete in accordance with the provisions of the PO,
(ix) Detailed description of item
(x) Sizes Delivery Schedule.
(xi) Unit of measure and quantities 8.5. Advanced payment (if applicable): TAHAKOM is
(xii) Unit prices entitled, subject to its absolute discretionary powers, to
(xiii) Net price after discounts grant the Supplier an advanced payment for a value to
be decided by TAHAKOM, on condition that it may not
7.3. Supplier’s invoice shall be accompanied by the exceed 20% of the PO value, and subject to the Supplier’s
following: submission of an unconditional irrevocable bank
a) Proof of Delivery (POD) guarantee to be issued from a bank licensed by the Saudi
b) Acceptance Certificate. Central Bank, equal to the value of the advance payment,
c) Where the PO involves Products, In respect of that must remain in effect until the entire advance
Products imported into the Kingdom of Saudi
TAH/Temp/PO/500K/EN/LDPD/20210901/V11 Page 3 of 8
payment is recovered, subject to the general provisions Defective or nonconforming Products and/or Services
mentioned in the GTC. at Supplier’s expense; or replace them with Products
8.6. TAHAKOM deducts the value of the advance and/or Services from another supplier and charge the
payment from the dues of the Supplier in installments Supplier the cost thereof, including any incidental and
on pro-rata basis starting from the first invoice. ancillary costs; or terminate the PO, Delivery Schedule.
8.7. TAHAKOM shall inform the bank issuing the 9.5. Where the PO involves Products, If TAHAKOM
advance payment guarantee of the reduction value of performs any additional inspection, other than the
the same for each amount recovered against a deduction standard inspection and test as per the Acceptance
from a due invoice. Criteria and Procedures, due to discovery of Deficiencies
in Products, any additional inspection costs shall be paid
9. INSPECTION AND ACCEPTANCE by Supplier. No inspection, tests, approval, design
approval, or acceptance of the Products relieves
9.1. TAHAKOM or its clients (via TAHAKOM) may
Supplier from responsibility for warranty or any latent
inspect and otherwise evaluate the Services and/or
defects, fraud, or negligence and should any latent
Products at any reasonable time and place. Such review
defect, negligence or fraud by Supplier force TAHAKOM
or approval is for TAHAKOM’s sole benefit and shall not
to resort to Products recall, Supplier shall reimburse
relieve Supplier from its representations and
TAHAKOM all the costs in relation to such products and
obligations set forth in this GTCs. If any of the Services
such recall and compensate for any direct damages.
and/or Products fail to meet the requirements hereof,
TAHAKOM shall notify Supplier of such fact, stating the
10. WARRANTY
nature of the deficiency. Supplier shall promptly correct
any such deficiencies at no additional cost to TAHAKOM. In addition and without prejudice to all warranties made
Supplier shall maintain complete and accurate working elsewhere herein or expressed or implied by law,
files, including but not limited to, calculations, Supplier warrants that all Services and/or Products
interpretations, assumptions, estimates, logs, drawings, hereunder will: be of good workmanship and free of
equipment calibrations and other records pertaining to defects; be of merchantable quality and fit for the
the Services and/or Products. purposes intended herein; utilize only new and good
9.2. Notwithstanding any prior inspection or payment: materials; that prices charged hereunder are not in
(a) where the PO involves Products, all the Products violation of law or regulation; and that Supplier’s
shall be subject to final inspection and acceptance test assigned technical and management personnel are
upon or following Delivery date as mentioned in the completely qualified to perform the Services and/or
relevant PO; and (b) where the PO involves Services, all Products. Supplier shall promptly correct any defect or
Services may be subject to the terms of a services deficiency at its sole expense. The above warranties also
agreement that may be entered into by the Parties. The constitute conditions of sale, shall survive inspection,
manner and place of final inspection and acceptance by acceptance and payment hereunder, and shall extend to
TAHAKOM shall be as determined by TAHAKOM in its TAHAKOM ‘s applicable clients.
sole discretion. TAHAKOM may inspect 100% or a
sample, at TAHAKOM’s option, and may reject all or any 11. CORPORATE REPRESENTATIONS AND
portion of it found to be Defective. WARRANTIES
9.3. If the Products and/or Services are Defective or Supplier represents and warrants to TAHAKOM that :
otherwise not in conformity with the requirements of (i) where Supplier is either a corporation, partnership
the PO, Delivery Schedule, TAHAKOM may, by written or sole proprietorship, it is duly constituted and
notice to Supplier: validly existing under the laws of the jurisdiction of
(i) rescind the relevant PO, Delivery Schedule as to incorporation/registration, is qualified to carry on
such Products and/or Services; or business in the jurisdiction where the Products
(ii) accept such Products and/or Services at an and/or Services are provided, and has the
equitable reduction in price to be mutually agreed authority to fulfil obligations in the PO, Delivery
upon between the Parties; or Schedule.
(iii) reject such Products and/or Services and require (ii) it has the sufficient skills, knowledge, expertise and
the delivery of replacements; or resources, including qualified and competent
(iv) Order Products and/or Services from a different personnel, to provide the Products and/or Services
Supplier and charge the defaulting Supplier with in accordance with PO, Delivery Schedule;
the differential costs thereof including any (iii) it shall comply with all applicable laws and
incidental or ancillary costs and compensation for regulations in connection with the Products and/or
actual damages. Services;
9.4. Rejected Products and/or Services shall not be (iv) it is not involved in and is not aware of any actual
replaced or cured unless and until Supplier is in receipt or potential lawsuit or circumstance which would
of a replacement PO or call off from TAHAKOM. Delivery or could materially affect its ability to provide the
of replacements shall be accompanied by a written Products and/or Services hereunder and, upon
notice specifying that such Products are replacements. If becoming aware of such, it shall immediately notify
Supplier fails to deliver required replacements TAHAKOM and provide TAHAKOM with details of
promptly, TAHAKOM may correct any retained the nature of the lawsuit or circumstance;
TAH/Temp/PO/500K/EN/LDPD/20210901/V11 Page 4 of 8
(v) Entering into a business with TAHAKOM shall not pre estimate of the losses that would be caused to
cause Supplier to be in breach of any obligation of TAHAKOM due to Supplier’s failure to meet the Delivery
confidentiality which Supplier may owe to any Date(s). The payment or deduction of liquidated
third party or otherwise cause Supplier to be in damages shall not relieve Supplier of its obligation to
breach of any agreement or undertaking with any perform in accordance with the PO, Delivery Schedule
third party; and does not exempt the Supplier of its obligations and
(vi) It shall protect the confidential information of the liabilities under the PO, Delivery Schedule.
TAHAKOM using not less than the same standard of 13.4. The following types of losses are agreed to be non-
care to its own confidential information. For the exhaustive, direct and recoverable losses under this
purposes of billing, preventing and detecting fraud, agreement: (i) additional and/or administrative costs
and marketing TAHAKOM's services, TAHAKOM and expenses incurred by TAHAKOM arising from a
may process and record in an internal Product failure, where the PO involves Products, or any
computerized directory the confidential material breach in the provision of the Services by the
information. TAHAKOM shall have the right to Supplier; (ii) additional costs of maintaining the
examine, from time to time, the use to which the Services and/or transferring the Products to a
Supplier complies with confidentiality in replacement Supplier arising from a failure or material
transmitting or receiving the Products. Where such breach in the provision of the PO by the Supplier.
examination is necessary.
(vii) acknowledges and agrees that it has entered into 14. FORCE MAJEURE
this PO in reliance on its own due diligence alone
14.1 For the purposes of the PO, "Force Majeure" means
and in entering into this PO has not relied on any
any event or circumstance not within the reasonable
representation, warranty, condition or other term,
control of a party and which, by the exercise of due
express or implied statutory or otherwise
diligence and the level of skill, prudence and foresight
(including as to condition, quality, performance or
generally expected of a person in the party's position,
fitness for purpose), save for those expressly
that the party is not reasonably able to foresee, prevent,
provided in this PO; and
avoid, control, or overcome. If a party is unable to
(viii) TAHAKOM shall not be liable to the Supplier in
comply with its obligations under the PO as a result of
respect of any failure to disclose or make available
force majeure, performance of such obligations shall be
to the Supplier (whether before, on or after the
suspended in whole or in part to the extent that, and for
Acceptance Date) any information, documents or
the duration which, the ability to perform those
data nor any failure to inform the Supplier
obligations is affected by force majeure.
(whether before, on or after the Acceptance Date)
14.2 The Supplier may request an adjustment to the
of any inaccuracy, error, omission, defects or
Delivery Date if his performance is affected by Force
inadequacy in any information, document or data
Majeure.
provided by the TAHAKOM.
14.3 A party which is, or expects to be, unable to perform
any obligation under the PO by reason of force majeure
12. PAYMENT TERMS
shall:
Payment shall be made by TAHAKOM, against actual i) notify the other party of the force majeure event as
delivery of the Services and/or Products and in soon as possible but not later than (2) days after the
accordance with the PO and GTCs. occurrence;
ii) give full details of the force majeure event, proposed
13. LIQUIDATED DAMAGES mitigation measures, estimated period of force majeure
13.1. Delivery shall be made in accordance with the PO, event and requested adjustment to the Delivery Date
Delivery Schedule, where applicable. In this respect time within (7) days after the occurrence; and
shall be of the essence. Any delay or anticipated delay in iii) Resume performance as quickly as possible after the
the timely performance of PO, Delivery Schedule from force majeure event has abated to an extent which
the agreed schedule shall be notified promptly in permits resumption of performance and notify the other
advance to TAHAKOM so that TAHAKOM can mitigate party of the same.
the losses that may be incurred due to such delay. 14.4 A party affected by force majeure shall use its best
13.2. In case of delay in delivery not attributable to force endeavors to avoid or remove the circumstances
majeure, TAHAKOM shall be entitled to payment of constituting the force majeure and to mitigate the effect
liquidated damages from Supplier, at the rate of 1% of of that force majeure. The other party shall co-operate
the delayed Products and/or Services value for each and provide such assistance as the party affected by the
completed week of delay up to a maximum of 10% of the force majeure may reasonably request. The Supplier
total contracted value. In the event of the Supplier’s shall not be relieved from liability where the force
delay continuing after the maximum amount of the majeure event is caused by its (or its consented
liquidated damages has been incurred, TAHAKOM shall subcontractors) neglect, failure to take reasonable
be entitled to terminate the PO, Delivery Schedule with precautions against the relevant Force Majeure event,
immediate effect. willful act or omission, or is caused by its employee(s),
13.3. For the avoidance of doubt, the Supplier confirms subcontractors or suppliers.
that liquidated damages referred to above are a genuine
TAH/Temp/PO/500K/EN/LDPD/20210901/V11 Page 5 of 8
15. CONFLICT OF INTEREST fees, losses, damage, cost or expense asserted
against and alleged to be caused or arising out of,
Supplier is responsible to avoid and immediately
resulting from or occurring in connection with
disclose any possible conflict of interests and must
Supplier's:
discuss it with TAHAKOM prior to issuing the PO, or as
(ii) act or omission including any negligence, unlawful
soon as he becomes aware of potential or existing
conduct, or willful misconduct; or
conflict. The Supplier shall abide by TAHAKOM’s Code of
(iii) failure to perform any of its obligations under the
Conduct and its updates.
PO, Delivery Schedule; or
(iv) Deficiencies/Defects of the Products performed by
Supplier under PO, Delivery Schedule; or
(v) Neglect of health and safety aspects by the
16. IMPORT RESTRICTIONS
Supplier.
Whenever importation is involved in connection with 19.1. The foregoing shall apply, without limitation, to
the performance of Supplier’s obligations under the PO, injury to or death of any person including, without
and where the PO involves Products, the Supplier limitation, employees of TAHAKOM, of Supplier, or of a
acknowledges that the import and customs laws and subcontractor of Supplier. To the extent Defects of the
regulations of the Kingdom of Saudi Arabia shall apply Products supplied by the Supplier lead or might lead to
to the furnishing and shipment of any Products and an injury to person and/or a damage to the property of
components to the Kingdom of Saudi Arabia. The TAHAKOM, or employees of TAHAKOM or any other
Supplier specifically acknowledges that those import third parties, the Supplier undertakes to indemnify
and customs laws and regulations prohibit, among other TAHAKOM against claims for damages upon initial
things, the importation into the Kingdom of Saudi Arabia request by TAHAKOM .
of products or components originating or manufactured 19.2. Supplier shall defend, indemnify and hold
in locations debarred by Kingdom of Saudi Arabia. harmless TAHAKOM against any damages (including
Supplier shall ensure that the Products are shipped with costs) that may be awarded or agreed to be paid to any
all documentation required by Saudi customs including third party in respect of any claim or action that is
but not limited to duly authorized certificates of origin brought against TAHAKOM in connection with the
for the Products and commercial invoice . normal operation, possession or use of the Products or
Services by TAHAKOM including the claim that it
17. PUBLICITY infringes the patent, copyright, registered design, or
Due to the sensitive nature of the Suppliers’ products, materials trademark rights of the said third party (an
the Supplier shall not advertise, publicize, or release “Intellectual Property Infringement Claim”) .
statements in connection with the PO without 19.3. In the event of an Intellectual Property
TAHAKOM’s prior written consent which TAHAKOM Infringement Claim, the Supplier shall forthwith make
may give, withhold or condition at its sole discretion. without charge to TAHAKOM such alterations
modifications or adjustment to the Products or Services
18. INDEPENDENT CONTRACTOR as shall be necessary to make it non-infringing.

The Parties relationship under the PO is that of 20. TERMINATION

independent contractors dealing at arm's length . 20.1. Termination for Convenience by TAHAKOM:
Nothing in the PO or the General Terms and Conditions TAHAKOM shall have the right to terminate the PO,
shall constitute either of the Parties as partners, joint Delivery Schedule at any time and without cause by
ventures, co-owners or as the agent, employee or serving thirty (30) days written notice to the Supplier
representative of the other or empower either of us to without incurring liability of any kind to TAHAKOM
act for, bind or otherwise create or assume any provided that the PO, Delivery Schedule shall continue
obligation on behalf of the other and neither of us shall to remain in effect with respect to any orders placed and
hold ourselves out as having authority to do the same. in respect of which the Supplier has conveyed its
and neither of us shall hold ourselves out as having acceptance in writing as of the date of such termination,
authority to do the same. TAHAKOM at its own until such orders are themselves either completed or
discretion, reserves the right to make the final, terminated.
unilateral, and specific selection of any proposed 20.2. Termination for Cause by TAHAKOM: TAHAKOM
carriers, insurers, suppliers of services to be performed shall have the right to terminate the PO, Delivery
of specific Products and/or Services to be furnished in Schedule with immediate effect upon written notice to
accordance with this PO. the Supplier in the event of Supplier’s:
(i) failure to cure a breach of its obligations hereunder
19. INDEMNITY within fifteen (15) days of receipt of a written
(i) Supplier agrees to and shall defend, indemnify and notice specifying such breach; or
hold harmless TAHAKOM, its shareholders, (ii) insolvency or bankruptcy or agreements with its
officers, director, employees, agents or successors creditors for relief from debt or taking advantage
and assigns from and against any and all claims, of any law for the benefit of insolvent debtors or
fines, penalties, lawsuits, including those brought liquidation or receivership whether compulsory or
by third parties, including reasonable attorneys' voluntary.
TAH/Temp/PO/500K/EN/LDPD/20210901/V11 Page 6 of 8
(iii) submission to TAHAKOM of a statement that has a Supplier shall not subcontract all or part of the supply of
material effect on the rights, obligations, or Products unless Supplier obtains TAHAKOM’s prior
interests of TAHAKOM and which the Supplier written consent, which may be granted or withheld at
knew to be false; or TAHAKOM’s sole and absolute discretion. Supplier shall
(iv) Inability to perform a material portion of the remain responsible for the conduct and performance of
supply of Products and/or Services due to Force each approved subcontractor as if Supplier had
Majeure for a period of not less than Thirty (30) performed all the subcontracted work. In all
days. circumstances, Supplier shall remain responsible and
20.3 Consequences of Termination or expiry: In the liable to all subcontracted parties for payments due to
event that the PO, Delivery Schedule is terminated for subcontractors.
convenience or by cause, as the case may be, TAHAKOM,
in consideration of all efforts expended and expenses
incurred by the Supplier pursuant to the engagement up 24. ASSIGNMENT AND NOVATION
to and including the termination date, shall pay the Supplier may not assign, transfer any of its rights,
Supplier the applicable Purchase Price of undisputed interests or obligations under the PO, Delivery Schedule
Products and/or Services up to the termination date. On without the prior written consent of TAHAKOM. No
termination of this PO, the Supplier shall repay to novation will be permitted or granted under this PO.
TAHAKOM any amount which it may have been paid in
respect of the Products and/or Services not provided or 25. NOTICE
procured by the Supplier as at the date of termination.
20.4 Termination or expiry of Rights and Obligations: In Any notice to be served under the PO, Delivery Schedule
the event the PO, Delivery Schedule is terminated or shall be in writing and either delivered as follows :
expired in accordance with this Clause, all the rights and (i) Personal delivery by hand against a signed delivery
obligations of the Parties hereunder shall terminate receipt and will be deemed delivered on the second
immediately upon the effective termination date, day of date of actual delivery.
except:(i) such rights, obligations and liabilities as shall (ii) Via courier and will be deemed delivered on the
have accrued on or prior to the termination date; and (ii) second day of confirmation of delivery by courier .
any right which a party may have under applicable laws (iii) The address of each Party for the service of notices
and regulations in relation to the other party’s breach shall be as set out in the PO, Delivery Schedule
upon or prior to the termination date of any agreement, unless that address is changed by notice given
covenant, representation or warranty contained in the under this clause.
PO, Delivery Schedule . (iv) Via TAHAKOM’s official electronic channels such as
20.5 Termination of Supply of Products of batches: Upon THAKOM’S officially designated personnel’s e-mail
termination of the PO, Delivery Schedule, the Supplier or communications within TAHAKOM’S resource
shall, immediately upon receipt of termination notice, management system (SAP Ariba)and will be
take all necessary steps to bring the deal to a close in a deemed delivered on the day of delivery to the
prompt and orderly manner. designated personnel’s email or the resource
management system (SAP Ariba), subject to receipt
21. INSURANCE of proof of delivery.
(v) The notification shall be effective from the date
The Supplier warrants that for the duration of this PO, it falling on which such notification is, in accordance
has and will maintain appropriate insurance cover with this Clause, deemed to have been delivered or
appliable to the Products and/or Services it is providing on such later date as may be specified in the
including but not limited to Commercial Liability, notification.
Product Liability, Third party liability, workmen’s
compensation/ employer’s liability and any other 26. RISK OF LOSS
insurance applicable by law or customary for the
industry in which Supplier is engaged, having a limit of Where the PO involves Products and in case of delivery
indemnity of not less than SR10,000,000 (ten million without installation or assembly, Supplier shall bear all
Saudi Riyals for each separate event or occurrence or risk of loss or damages to the Products until delivered to
services of events or occurrences. Supplier’s insurance TAHAKOM at the place of delivery indicated in the PO,
shall not be deemed to limit Supplier’s liability. Delivery Schedule or any other place of delivery agreed
to by the Parties. In case of delivery with installation or
22. GOVERNING LAW assembly, risk passes on to TAHAKOM upon successful
The PO, Delivery Schedule is governed exclusively by the completion of the installation or assembly and
laws of the Kingdom of Saudi Arabia . TAHAKOM issuance of Acceptance Certificate. Supplier
Any dispute that is not settled amicably within 30 days shall be fully responsible for the safe storage,
of delivery of a notice of dispute by either party shall be warehousing, security, delivery, unloading, protection
settled exclusively by the courts of Riyadh, the Kingdom and insurance of the Products. The Supplier may not
of Saudi Arabia. have and shall not acquire any right, title or interest
therein after a satisfactory passing of ownership.
23. SUBCONTRACTING
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27. VARIATION purpose confined to the supply and use of the
The PO, Delivery Schedule may only be varied by written Products/Services under the PO.
agreement signed by a duly authorized representative of
each of the Parties. The Supplier may not unreasonably 32. AMENDMENT
refrain from approving a variation in a timeframe No amendment to this PO will have any effect unless it is
reasonable and acceptable to TAHAKOM. made in writing and signed by a duly authorized
TAHAKOM shall have the right to request an increased representative of each of the Parties .
quantity not exceeding 10% and decrease quantities not
more than 20%from the PO’s total value.

28. SEVERABILITY
If any part of the PO, Delivery Schedule, the General
Terms and Conditions is invalid, illegal, or
unenforceable, such part will not apply, and the other
parts shall not be affected and continue in full force and
effect.

29. WAIVER
Clauses and rights in the General Terms and Conditions,
PO, Delivery Schedule can only be waived in writing
signed by the waiving party. Failure or delay of a party
in exercising a right under the Contract does not waive
the party’s right. A waiver will only waive a particular
right in the particular circumstances and will not waive
any other right(s), or the same rights in other
circumstances .

30. SURVIVAL
The expiration or termination of the PO, Delivery
Schedule for any reason will not release either party
from any liabilities or obligations set forth herein or
therein which :
(i) by their nature would be intended to be applicable
following any such expiration or termination, such
as warranties and indemnification.
(ii) the Parties have expressly agreed will survive any
such expiration or termination
(iii) Remain to be performed.
(iv) pertains to ownership or license of Intellectual
Property

31. CONFIDENTIALITY
Any and all information that includes but is not limited
to, technical or non-technical information (regardless of
form) including information related to data, ideas,
orders placed, concepts, formulae, methods, patterns,
manuals, compilations, specifications, programs,
devices, trade secrets, techniques, processes, software,
know how, financial and business plans and methods
that derives economic value, actual or potential,
conveyed orally or in writing or in any other material
form, and is collected, used or learned during the entire
period that the business relationship subsists between
the Supplier and TAHAKOM or is communicated to each
other shall be held by TAHAKOM and the Supplier in
strict confidence and maintains and preserve the
confidentiality of the Confidential Information using at
least a reasonable degree of care to preserve the
confidentiality of such Confidential Information and use
Confidential Information only in connection with the
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