1. DEFINITIONS
1.1. "Buyer" refers to [Your Company Name].
1.2. "Seller" refers to the vendor or supplier named in the Purchase Order (PO).
1.3. "Goods" or "Services" refer to the products or services specified in the PO.
2. ACCEPTANCE
2.1. This PO constitutes an offer to purchase Goods or Services from Seller, subject to these Terms and Conditions.
2.2. Acceptance of this PO, either by acknowledgment or by performance, constitutes Seller’s agreement to comply with these terms.
3. PRICE, PAYMENT & SECURITY
3.1. The price shall be as stated in the PO, inclusive of all applicable taxes and fees unless otherwise agreed in writing.
3.2. Unless otherwise specified in a separate agreement, payment shall be made within 60 days from the date of a valid and accepted invoice.
3.3. If the Goods or Services are related to a specific project, payment shall be made back-to-back, subject to Buyer’s receipt of payment from its client for the corresponding Goods or Services included in this PO.
3.4. Project-Related Costs: If the delivered Goods or Services are related to a project, the PO price includes the cost of installation, dismantling, reinstallation, and all required logistics, including transportation to every designated event location for all project phases and events. No additional charges shall apply unless mutually agreed in writing.
3.5. Down Payment Security: If a down payment is required or agreed upon, the Seller must provide a security against the down payment to the satisfaction of the Buyer. The type, value, and validity of the security must be approved by the Buyer before the down payment is processed. Failure to provide satisfactory security shall result in the withholding or cancellation of the down payment.
3.6. Buyer reserves the right to withhold payment for non-conforming Goods or Services.
4. DELIVERY, INSPECTION & OWNERSHIP
4.1. Time is of the essence regarding delivery. Seller must deliver the Goods or Services on or before the agreed delivery date.
4.2. Buyer reserves the right to change the delivery date and/or location at any time before the scheduled delivery date, with a minimum of one (1) day written notice to the Seller.
4.3. Late Delivery Fee: If Seller fails to deliver on time, a penalty of 100 SAR per hour of delay shall apply, unless the delay is due to Force Majeure (as defined in Clause 10).
4.4. No Delivery Hold: Seller shall not withhold, delay, or suspend delivery for any reason, including but not limited to pending payments, disputes, or other commercial considerations. Any such action will be considered a breach of contract.
5. WARRANTY, QUALITY & INTELLECTUAL PROPERTY (IP)
5.1. Quality Standard: Seller warrants that the Goods or Services provided shall meet the highest market-level quality standards, ensuring best-in-class performance, durability, and compliance with industry best practices.
5.2. Intellectual Property (IP) Warranty: Seller warrants that all Goods and Services provided under this PO do not infringe on any third-party intellectual property rights. Seller shall indemnify and hold Buyer harmless against any claims, liabilities, damages, or costs (including legal fees) arising from any IP infringement claims related to the delivered Goods or Services.
6. NON-SOLICITATION, CLIENT & EMPLOYEE PROTECTION
6.1. Non-Solicitation of Clients & Employees: Seller agrees that, during the term of this PO and for a period of [X] months/years thereafter, it shall not directly or indirectly solicit, approach, engage, or attempt to establish a business relationship with any of the Buyer’s clients, employees, customers, or affiliates to provide similar goods or services, unless explicitly authorized in writing by the Buyer.
7. TERMINATION
7.1. Unilateral Termination by Buyer: Buyer reserves the right to unilaterally terminate this PO at any time before the delivery of Goods or completion of Services, without incurring any liability, penalty, or further obligations to the Seller.
7.2. Refund Obligation & Penalty for Late Refunds: If the PO is terminated by the Buyer, the Seller shall immediately refund any payments received under this PO, without deductions or conditions, within 14 days from the termination date. If the Seller fails to process the refund within the 14-day period, a penalty of 2% of the total refunded amount per day of delay shall apply until the full refund is completed.
8. GOVERNING LAW
8.1. This PO shall be governed by and construed in accordance with the laws and regulations of the Kingdom of Saudi Arabia.
9. FORCE MAJEURE
9.1. If either party is unable to perform its obligations due to an event of Force Majeure, it must notify the other party in writing within five (5) days of becoming aware of such event.
9.2. Maximum Force Majeure Protection: If a Force Majeure event continues for a period exceeding 20 days, or if it is deemed likely to continue beyond 20 days, the Buyer shall have the right to terminate the PO immediately, without liability or further obligation, and demand a full refund for any payments made. The Seller shall process the refund within 14 days from the termination notice, subject to the same 2% per day penalty for late refunds.
10. DISPUTE RESOLUTION
10.1. Negotiation: In the event of any dispute, claim, or disagreement arising out of or in connection with this PO, the parties shall first attempt to resolve the dispute amicably through direct negotiations.
10.2. Mediation: If the dispute is not resolved within 10 business days of written notice by either party, the parties agree to attempt mediation through a mutually agreed third-party mediator in Saudi Arabia.
10.3. Arbitration Procedure:
If the dispute remains unresolved after mediation, the matter shall be referred to binding arbitration under the Saudi Commercial Arbitration Law.
The arbitration shall be conducted by one arbitrator nominated by the Buyer.
If the Seller does not confirm the nominated arbitrator within 7 days, the arbitration shall proceed with three arbitrators, where each party appoints one arbitrator, and the two appointed arbitrators shall jointly appoint the third arbitrator.
10.4. Arbitration Seat & Language:
The seat of arbitration shall be Riyadh, Saudi Arabia.
The arbitration shall be conducted in English.
10.5. Jurisdiction: If arbitration is not applicable or enforceable, the courts of Saudi Arabia shall have exclusive jurisdiction over any disputes arising under this PO.
10.6. Legal Costs: The prevailing party in any arbitration or legal proceedings shall be entitled to recover reasonable legal fees and costs incurred.
11. ENTIRE AGREEMENT
11.1. This PO, along with any referenced documents, constitutes the entire agreement between the parties.