Terms and Conditions

1- The order set out in the Purchase Order (the “Order”) constitutes an offer by the Purchaser as named on the Order (“Purchaser”) to purchase the goods set out in the Order (the “Goods”) and/or the services set out in the Order (the “Services”) in accordance with and subject to these terms and conditions (the “Conditions”).

2- Except in respect of fraudulent misrepresentation or as set out in this paragraph 2, these Conditions alone govern and are incorporated in every contract or other course of dealings made or undertaken by Purchaser with the person, firm or company to whom the Order is addressed as named on the Order (“Vendor”). Where there is an agreement in place between the Vendor and the Purchaser regulating the placing of orders by the Purchaser with the Vendor, such agreement shall apply instead of these Conditions unless stipulated otherwise in the agreement. In all other situations, these Conditions apply in place of and prevail over any terms or conditions (whether or not in conflict or inconsistent with these Conditions), contained or referred to in any quotation or other documentation submitted by the Vendor or in correspondence or elsewhere or implied by trade custom, practice or course of dealing and any purported provisions to the contrary are hereby excluded and/or extinguished and the Vendor agrees that any similar provision in its own terms and conditions shall be of no effect.

3- Any variation of these Conditions is valid only if it is in writing and signed by or on behalf of each of the Vendor and Purchaser. No other action on the part of Purchaser, whether by accepting Goods or Services or otherwise, shall be construed as an acceptance of any other conditions.

4- Each Order is deemed to be an offer by Purchaser to purchase Goods or Services from the Vendor subject to these Conditions. For the avoidance of doubt, no relationship of exclusivity nor any minimum purchase or future purchase obligations are assumed by Purchaser pursuant to these Conditions.

5- All Goods must be delivered DAP (as defined by Incoterms 2010) to the address stated on the Order (“Delivery Address”). All prices include packing, crates, packaging and delivery. Goods remain at the Vendor’s risk until delivered to the Delivery Address during Purchaser’s normal working hours. Title in the Goods passes to Purchaser on proper delivery to the Delivery Address, whether or not Purchaser has made payment in respect of them, unless payment of the Goods is made prior to delivery, in which case title passes to Purchaser once payment has been made.

6- If the Vendor fails to deliver the Goods or perform the Services ordered by Purchaser in full within the period specified, then the Vendor shall indemnify Purchaser on demand against any losses, costs, expenses, claims or damages, directly or indirectly attributable to the delay or failure to deliver or perform.

7- The Vendor warrants to Purchaser that the Goods will be of satisfactory quality and fit for any purpose held out by the Vendor or made known to the Purchaser in writing at the time the Order is placed, will be free from defects in design, material and workmanship, will correspond with any relevant specifications and will comply with all statutory requirements and regulations relating to the sale of the Goods. The Vendor further warrants to Purchaser that the Services will be provided with the highest level of professional skill, care and diligence, in a good and workmanlike manner, and in accordance with best industry practice and in compliance with all statutory requirements and regulations relating to the supply of such Services. Purchaser’s rights under these Conditions are in addition to any conditions implied under statute or common law in favour of Purchaser.

8- No increase in the price set out in the Order may be made, whether on account of increased material, labour or transport costs or otherwise, without the prior written consent of Purchaser. The Vendor may invoice Purchaser on or at any time after proper delivery of the Goods or proper performance of the Services (as applicable). Purchaser will pay the price within 60 days from the date of receipt of the invoice but time for payment is not of the essence. Without prejudice to any other right or remedy, Purchaser is entitled to set off against the price any sums owed to Purchaser by the Vendor. If Purchaser fails to pay the price within 60 days from the date of receipt of the invoice other than in the case of a bona fide dispute, Purchaser shall pay interest on the overdue sum for the period from and including the date of receipt of the invoice up to the date of actual payment at a rate of 1% above the base rate from time to time of LIBOR.

9- If within 12 months of delivery of the Goods or performance of the Services Purchaser gives written notice to the Vendor of any defect in the Goods or Services arising under proper use from faulty design, materials or workmanship, the Vendor shall, at its own cost, immediately and without prejudice to any right of the Purchase, replace or repair the defective Goods and/or re-perform the applicable Services.

10- Purchaser may terminate any Order without liability which has, in whole or in part, not been fully and properly performed by the Vendor or if Purchaser is subject to a “Force Majeure” event (which expression shall include any default under these Conditions or any inability to perform which is caused by circumstances outside of Purchaser’s control including, without limitation, war, fire, flood, labour dispute, strikes, riot, drought, act of terrorism, governmental action or act of God). Furthermore, Purchaser may cancel an Order, even following acceptance, without cause, in which event Purchaser’s sole liability shall be to pay a reasonable sum towards the Vendor for work performed up to the date of termination.

11- Purchaser shall not be liable for any consequential or indirect loss or loss of profits, business, revenue, goodwill, expectations or anticipated income or savings incurred by the Vendor directly or indirectly as a result of any breach of these Conditions by Purchaser or of the operation of any of the provisions of these Conditions. Nothing in this agreement shall exclude or limit either party’s liability for fraud or for death or personal injury. For avoidance of doubt, any liabilities and obligations of Purchaser arising under or in connection with these Conditions, and any Order shall be the liabilities and obligations of Purchaser only and not any other related or affiliated entity.

12- No waiver by Purchaser of any breach of these Conditions by the Vendor will be considered as a waiver of any subsequent breach of the same or any other provision and no other action by Purchaser in respect of a breach will be deemed to bind Purchaser to take the same action in respect of future breaches.

13- Notwithstanding anything contained herein to the contrary, any price quoted by the Vendor for the provision of the Services or Goods in connection with this PO, includes all sales, use or similar taxes imposed by any governmental authority.

14- If any provision of these Conditions is held to be invalid or unenforceable by any judicial or other competent authority, all other provisions of these Conditions will remain in full force and effect and will not in any way be impaired. If any provision of these Conditions is held to be invalid or unenforceable but would be valid or enforceable if some part of the provision were deleted, the provision in question will apply with the minimum modifications necessary to make it valid and enforceable.

15- Vendor shall, before proceeding with this P.O., obtain insurance and continue to maintain insurance with limits and coverages which shall be acceptable to Purchaser, and shall furnish Employer, at Vendor's expense, with: (a) certificates of insurance requested by, and satisfactory to, the Purchaser; and (b) all certificates, permits and/or licenses required for the performance of Vendor's obligations hereunder. The furnishing of the insurance required hereunder shall in no way relieve or limit, or be construed to relieve or limit, any liability, responsibility or obligation, whatsoever imposed on the Vendor or any of its subcontractors and/or material suppliers, at any tier.

16- Vendor shall not assign any of its rights or obligations under this P.O. without prior written consent of Purchaser. Purchaser may assign its rights and obligations pursuant to this P.O. without the consent of Vendor.

17- This Agreement and the relationship between the parties shall be governed by and construed in accordance with Moroccan laws. The Parties agree unconditionally and irrevocably that the courts of Casablanca shall have exclusive jurisdiction to settle any disputes, which may arise out of or in connection with this Agreement. Each Party further unconditionally and irrevocably renounces any right it may have to challenge in any other jurisdiction or arbitral system or the ruling of the Courts.