EN
TERMS AND CONDITIONS
1. GENERAL
1.1 In these Conditions the following words have the meanings shown:
"Buyer" means the person, firm or company purchasing Goods and/or Services from TNA;
"Contract" means any agreement between TNA and the Buyer for the sale of Goods and/or provision of Services, incorporating these
Conditions;
"Goods" means goods agreed to be supplied by, under or in relation to Contract (including any goods supplied without charge);
“Orders” means existing and/or future orders placed by the customer with TNA.
"TNA" means Tarek Nasser Al Abdullah Al Akeel Company
“Personnel” means the employees, servants, directors, agents, consultants, or other personnel of TNA or any of their subcontractors; and
“Services” means the services to be supplied by TNA under or in relation to the Contract (including any services supplied without charge).
1.2 Headings do not affect the interpretation of these Conditions.
2 MAKING THE CONTRACT
2.1 Any written quotation, estimate and/or advertised price for the Goods shall be an offer and no binding contract shall be created by placing an order on TNA’s website or otherwise until TNA has sent an acceptance of order to the Buyer or (if earlier) TNA delivers the Goods to the Buyer, whereupon a Contract shall be formed. In the event that TNA has not provided an acknowledgement of order, these Conditions provided, the Buyer shall have had prior notice of them, shall nonetheless apply to the Contract. Any order shall be accepted entirely at the discretion of TNA. Any order shall be accepted entirely at the discretion of TNA.
2.2 Any quotation made by TNA is given subject to these Conditions and is valid for 30 days from its date (or until any other date shown on the quotation), provided that TNA has not previously withdrawn it.
2.3 Unless agreed otherwise in writing, these Conditions shall be incorporated in the Contract to the exclusion of all other terms, conditions or other representations (including any terms and conditions which the Buyer may purport to apply under any order, confirmation of order, specification or other document whatsoever and whenever).
2.4 These Conditions shall prevail unless expressly varied in writing and signed by an authorized person for and on behalf of TNA.
2.5 TNA reserves the right to modify these terms and conditions at any time. The modified terms and conditions will be disclosed to the Buyer in writing and shall be deemed to be accepted by the Buyer, if not refused by the Buyer in writing within fifteen days of its receipt. After becoming effective such modifications shall be applicable to all Goods and Services.
2.6 Any discrepancy in the delivery notes or invoice, needs to be notified to TNA by Buyer within 48 hours from receipt of such delivery note or invoice.
2.7 TNA may collect and store details by utilizing third-party storage whether inside or outside the Kingdom of Saudi Arabia. In these cases, our processing of your data is supported by your own consent. You have the right to access, rectify or delete your personal data. In certain cases, you are also entitled to other rights, such as, for example, to object to us using your data, or to transferring your data by opting out using the following: TNA@talakeel.com.
2.8 TNA may send from time to time information about TNA products and services to you via electronic communication. You hereby give your consent to the usage of electronic communication for this purpose. You shall have the right to opt out from any further electronic communication.
3 DESCRIPTION OF GOODS AND SERVICES
3.1 The quantity, quality, description of and any specification for the Goods shall be as set out in TNA's acknowledgement of order or, in its absence, TNA's quotation.
3.2 All descriptive matter, specifications and advertising issued by TNA and any descriptions, details or illustrations contained in TNA’s website, catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Goods or Services described in them and they will not form part of the Contract unless otherwise agreed in writing.
3.3 TNA reserves the right, without liability to the Buyer, to make any changes in the specification of the Goods and/or Services which are required to conform to any applicable national or international laws and regulations and/or safety requirements which do not materially affect the quality or performance of the Goods and/or Services.
3.4 No statement, description, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication or made verbally by any of the agents or employees of TNA shall be construed to vary in any way any of these Conditions under this Contract.
4 PRICE
4.1 Subject to Condition 4.2 below, the price payable for Goods and/or Services shall, unless otherwise stated by TNA in writing and agreed on its behalf by an authorized representative, be the price determined by TNA current at the date of delivery or deemed delivery and in the case of an order with partial delivery, the price payable for each delivery shall be TNA’s current price list at the date of the delivery
4.2 Unless otherwise agreed in writing, TNA’s prices for the Goods and/or Services may be subject to variation to take account of such variations in wages, materials or other costs of manufacture or supply since the date of TNA’s quotation or if no quotation is issued the Buyer’s order. TNA accordingly reserves the right at any time, by notifying the Buyer in writing to adjust the invoice price payable by the amount of any increase or decrease in such costs after the price is quoted by TNA or the Buyer’s order without any liability on the part of TNA. The invoice so adjusted shall be payable as if it were the original Contract price.
4.3 All prices for the Goods and/or Services are exclusive of value added tax, other similar taxes and all other applicable duties. The Buyer shall be liable for all and any local taxes or charges as appropriate.
4.4 TNA shall invoice the Buyer for the price of the Goods and/or Services in the currency stated on the invoice
4.5 TNA has the right to invoice the Buyer for the costs of any packaging, transportation of the Goods or any additional costs resulting from any other alteration made by the Buyer on or at the time of delivery or upon notification by TNA that the Goods are awaiting collection. Any such additional costs shall be invoiced by TNA in the currency stated on the invoice.
5 CARRIAGE AND INSURANCE
5.1 The price of the Goods shall be exclusive of carriage and insurance which shall be in accordance with the charges laid out in TNA’s current price list.
5.2 The charges for carriage and insurance shall be payable by the Buyer and added to the price of the Goods.
6 ADDITIONAL COSTS
6.1 Without prejudice to any other rights and remedies which TNA may have, if the Goods are submitted to TNA or its agent for repair, TNA shall be entitled to keep the Goods in its possession until all overdue debts owed by the Buyer to TNA (including the costs of the repair) are paid off, and if the Goods are not collected and paid for by the Buyer within the agreed payment terms of the Buyer being informed that the Goods are ready for collection, the Buyer agrees that TNA shall be entitled to dispose of the Goods as TNA thinks fit.
7 TERMS OF PAYMENT
7.1 Unless agreed otherwise in writing by TNA, all payments due under any Contract shall be in the currency stipulated in the invoice and must be made by the Buyer within the agreed payment terms from the date of the invoice sent by TNA to the address provided by the Buyer. Time for payment shall be of the essence.
7.2 The Buyer shall not be entitled to exercise any set off, lien or any other similar right or claim unless the Buyer has a valid court order requiring an amount equal to such deduction to be paid by TNA to the Buyer. TNA may set off any claim of any kind whatsoever which the Buyer may have against TNA under the Contract or any other contract against any sum which would otherwise be due from the Buyer to TNA under the Contract or any other contract.
7.3 Notwithstanding any other provision all payments payable to TNA under the Contract shall become due immediately upon termination of the Contract for whatever reason.
7.4 If the Goods are partially delivered, TNA shall be entitled to invoice each delivery as and when delivery thereof has been made and payment shall be due in accordance with Condition 7.1 above in respect of each invoice.
7.5 Any failure by the Buyer to either pay any dues related to partial delivery in accordance with this Contract or failure to give delivery instructions in respect of any Goods shall cause the whole of the price for Goods already manufactured at the time of such a default, to become due forthwith without any notice.
7.6 Prompt payment shall be a condition precedent to future deliveries of the Goods or to repair under Condition 12.1 due under any Contract.
8 DELIVERY AND ACCEPTANCE OF GOODS
8.1 TNA shall deliver the Goods to the location set out in the order form or as the parties may agree in writing at any time after TNA notifies the Buyer that the Goods are ready. Delivery of the Goods shall be completed on the Goods’ arrival at the relevant location. The unloading of deliveries and packages at Buyer’s premises is the responsibility of the Buyer.
8.2 The period for delivery shall be calculated from the date of the Contract or the date of receipt of all necessary information to enable TNA to manufacture or procure the manufacture of the Goods whichever shall be the later. If no period is stipulated by TNA, then delivery will be at such time after receipt of instructions from the Buyer as TNA thinks reasonable.
8.3 All times or dates given for delivery of the Goods are intended to be estimates only and time for delivery shall not be of the essence. TNA shall not be liable for any loss, costs, damages, charges or expenses caused directly or indirectly by any delay in the delivery of the Goods (unless caused by TNA’s gross negligence or fraud).
8.4 If for any reason the Buyer does not accept delivery of the Goods in accordance with Condition 8.6, or TNA is unable to deliver the Goods on time because the Buyer has not provided appropriate instructions, documents, licenses or authorizations, then the Goods will be deemed to have been delivered, risk passing to the Buyer (excluding for loss or damage caused by TNA’s gross negligence or fraud) and TNA may at its sole discretion:
8.4.1 store the Goods until actual delivery and take all reasonable steps to safeguard and insure them at the cost of the Buyer, provided that the Buyer shall be immediately informed thereof; or
8.4.2 sell the Goods at the best price readily obtainable and (after deduction of all reasonable storage and selling expenses) charge the Buyer for any shortfall below the Contract price.
8.5 TNA shall have the right to make partial deliveries of goods and at such intervals as it may decide. Any defect in any such delivery shall not be a ground for cancellation of the remainder of the deliveries and the Buyer shall be bound to accept further deliveries thereof.
8.6 Without prejudice to the warranties in Condition 13 below, the Buyer will be deemed to have accepted the Goods as being in accordance with the Contract and no liability for non-delivery, late delivery, loss of or damage to the Goods occurring post-delivery or for any claim that the Goods are not in accordance with the Contract will attach to TNA unless:
8.6.1 Within forty-eight hours after the Buyer has taken delivery of the Goods the Buyer has notified TNA in writing of any defect of other failure of the Goods to conform with the Contract (which would be apparent upon reasonable inspection and testing of the Goods within forty-eight hours); or
8.6.2 the Buyer notifies TNA in writing of any defect or other failure of the Goods to conform with the Contract within a reasonable time where the effect or failure would not be so apparent within forty-eight hours of the date of delivery or collection, failing which the Buyer shall not be entitled to reject the Goods and TNA shall have no liability and the Buyer shall be bound to pay the Contract price as if the Goods has been delivered in accordance with the Contract.
8.7 In all cases where the Buyer notifies TNA of defects or shortages, TNA shall be afforded an opportunity to inspect the Goods (including when relevant by the Goods being returned to TNA at the Buyer’s cost) before any use is made thereof or any alteration is made thereto by the Buyer.
8.8 All requests for proof of delivery must be made within a period of forty-eight hours following the date of the invoice.
9 RETURNS AND CANCELLATIONS
9.1 Subject to Condition 8.6 above, goods supplied pursuant to the Contract cannot be returned without TNA’s prior written authorization, and subject to proof of purchase. Duly authorized returns:
9.1.1 shall be sent to the designated premises by TNA at the Buyer’s expense;
9.1.2 may be subject to a handling and freight charge of the Goods payable by the Buyer; and
9.1.3 must be in the same condition as originally supplied to the Buyer.
9.2 The Buyer may not cancel an order of the Goods and/or Services including but without limitation to, any Goods and/or Services that involve special requirements of the Buyer once the order has been inputted onto TNA’s ordering system, without the prior written consent of TNA and then only on terms stipulated by TNA in writing.
9.3 Non-Standard Goods cannot be cancelled after the Buyer’s official confirmation has been received
9.4 Goods that are temperature sensitive, chemicals, or with a shelf life expiry date cannot be returned after delivery.
9.4 Returns up to thirty days from date of delivery can be accepted by TNA subject to all conditions under these Condition 9.
10 PASSING OF TITLE AND RISK
10.1 The Goods are at the risk of the Buyer from the time of delivery by TNA, collection of the Goods by the Buyer, or receipt by TNA of payment in full for the Goods, whichever is earlier.
10.2 Full legal, beneficial and equitable title to and property in the Goods shall not pass to the Buyer until TNA has received in full (in cash or cleared funds) all sums due to it in respect of:
10.2.1 the Goods; and
10.2.2 all other sums which are or which become due to TNA from the Buyer on any account.
10.3 Until full legal, beneficial and equitable title to and property in the Goods has passed to the Buyer, the Buyer shall:
10.3.1 store the Goods (at no cost to TNA) in a proper manner in conditions which adequately protect and preserve the Goods, and comply with all product handling requirements published by TNA;
10.3.2 keep the Goods separately from all other goods of the Buyer or any third party in such a way that they remain readily identifiable as TNA’s property;
10.3.3 not destroy, deface or obscure any identifying mark or packaging on or relating to the Goods; and
10.3.4 maintain the Goods in satisfactory condition and keep them insured on TNA’s behalf for their full price against all risks to the reasonable satisfaction of TNA. On request the Buyer shall produce the policy of insurance to TNA and shall specifically add TNA as a beneficiary under the insurance policy.
10.4 TNA shall be entitled to examine any such Goods in storage at any time during normal business hours upon giving reasonable notice to the Buyer of its intention to do so.
10.5 The Buyer may use the Goods in the ordinary course of the Buyer’s business before title has passed to it.
10.6 The Buyer’s right to possession of the Goods shall terminate immediately upon the occurrence of any of the events specified in Condition 16.1 below.
10.7 TNA shall be entitled to recover payment for the Goods notwithstanding that title of any of the Goods has not passed from TNA to the Buyer. The Buyer grants TNA, its agents and employees an irrevocable license at any time to enter any premises where the Goods are or may be stored in order to inspect them, or, where the Buyer’s right to possession has terminated, to recover them, and the Buyer acknowledges that TNA shall have the right to intercept and repossess Goods in transit where the Buyer's right to possession has terminated.
10.8 Where TNA is unable to determine whether any Goods are the goods in respect of which the Buyer’s right to possession has terminated, the Buyer shall be deemed to have sold all goods of the kind sold by TNA to the Buyer in the order in which they were invoiced to the Buyer.
10.9 On termination of the Contract, howsoever caused, TNA’s (but not the Buyer’s) rights contained in this Condition shall remain in effect. TNA’s rights and remedies set out in this Condition 10 are in addition to and shall not in any way prejudice, limit or restrict any of TNA’s other rights or remedies under the Contract or in law.
11 SUPPLY OF SERVICES
11.1 TNA shall provide the Services to the Buyer in accordance with the Contract applying reasonable skill and care.
11.2 TNA shall use its reasonable endeavors to meet any performance dates for the Services, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services. TNA shall not be liable for any loss whatsoever or howsoever arising caused by its failure to provide the Services on the due date.
11.3 Where TNA is to perform the Services at the Buyer’s premises, the Buyer shall:
11.3.1 procure safe and unhindered access to the premises for all the Personnel to carry out the Services at all relevant times;
11.3.2 ensure that all consents, permissions, or licenses required to allow the Services to be provided are in place;
11.3.3 ensure the provision of adequate power, lighting, heating and other such facilities or supplies required for the provision of the Services;
11.3.4 provide adjacent to where the Services are to be provided storage for the materials required for the Services;
11.3.5 ensure that the site where Services are to be provided are adequate for that purpose, clear and free from all health and safety hazards and possesses such facilities for the Personnel to comply with any applicable legislation and as TNA shall reasonably require; and
11.3.6 be responsible for the death or personal injury suffered by Personnel or damage to or loss of TNA property (including property of any Personnel or TNA's subcontractors) whilst on the Buyer’s premises except to the extent any such death or personal injury results from the negligence of TNA or its subcontractors.
11.4 The Services will be deemed to be completed and the relevant element of the Contract price to be due and payable forthwith:
11.4.1 when TNA issues a written notice to the Buyer confirming such completion; or
11.4.2 if TNA is available to perform the Services but is prevented from doing so by reason of:
(a) the lack of relevant assistance from the Buyer (such as lack of availability of test components or parts from the Buyer); or
(b) the condition of the Buyer’s premises on the site at which the Services are to be provided and/or the facilities at or the services available at those premises at the time agreed for the provision of the Services; or
(c) the failure by the Buyer to comply with the Contract.
12 TNA’S EXTENDED SERVICE
12.1 TNA No Cost Coverage includes no costs of repair for up to one (1) year from the date of purchase of the Goods or as per contract. This includes:
labor costs, transport costs, faulty parts subject to wear and tear, servicing when indicated by the service indicator on the tool, functional checks and adjustment and safety checks.
12.1.1 After the initial No Cost Coverage period has expired the repair costs shall be charged in accordance with the prices set out in the repair cost limit as listed in the contract. TNA reserves the right to only commence repair works of the tools upon receipt of the Buyer's acceptance; If TNA and the Buyer have entered into a service maintenance contract, TNA will carry out any repairs in accordance with that contract.
12.1.2 In the event the cost of the repair remains below the TNA Repair Cost Limit, the Buyer shall only pay the actual cost of repair.
12.2 Subject to TNA’s discretion, the Buyer may after every paid repair, for one month, be entitled to a repair of the Goods at no additional cost subject to the Contract.
12.3 As part of the TNA Manufacturer Warranty, TNA repairs or replaces, all Goods that suffer from defects as a result of faulty materials or manufacturing defaults for a period of 20 years.
12.4 Tools sent for repair that are subject to unapproved or expired quotations will be returned to the Buyer in a disassembled state.
13 WARRANTIES
13.1 Where Goods and/or Services are supplied with a specific written warranty produced by TNA, such warranty shall apply instead of the warranty set out in Condition 13.2 below where no specific warranty is supplied in relation to the Goods and/or Services. The exclusions in Condition 13.3 shall apply to every such specific warranty except for the "manufacturer's warranty" set out in any operating instructions supplied with the Goods.
13.2 If the Buyer establishes to TNA’s reasonable satisfaction within two years of the date of purchase of the Goods or performance of the Services that there is a defect in the materials or workmanship of the Goods or Services that are supplied not in accordance with the Contract then TNA shall at its option, at its sole discretion and within a reasonable time:
13.2.1 repair or make good such defect or failure in such Goods free of charge to the Buyer (including all costs of transportation of any Goods or materials to and from the Buyer for that purpose); or
13.2.2 replace such Goods with Goods which are in all respects in accordance with the Contract or re-perform such Services: or
And provided that the liability of TNA under Condition 13 shall in no event exceed the purchase price of such Goods or services and performance of any one of the above options shall constitute an entire discharge of TNA’s liability under this warranty.
13.3 TNA shall not be liable for breach of the warranty at Condition 13.2 above or any other warranty, guarantee or condition:
13.3.1 arising from any defect in Goods, or from any defect in the performance of Services (or in any work product resulting from performance of Services) arising from any drawing, design, information, instruction or specification supplied by the Buyer; or
13.3.2 arising from any acts, omissions negligence or default of the Buyer or arising from willful damage, unsuitable storage, handling, treatment, installation, maintenance, repair or application, abnormal use or use under abnormal conditions; or
13.3.3 arising from any non-compliance with the safety, training, usage and maintenance requirements (including, but not limited to, excessive or heavy use), method statements, data sheets, instructions or recommendations (whether oral or in writing) communicated to the Buyer by TNA and/or any of its employees, agents, suppliers or subcontractors; or
13.3.4 arising from incorporation, alteration, modification or conversion of the Goods with any other goods, products or systems outside the intended purpose of the Goods, or as a result of non-compatibility of the Goods with any other goods, products or systems or use of consumables, components or spare parts other than those manufactured by TNA without TNA's prior written approval; or
13.3.5 if the total price for the Goods and/or Services has not been paid by the due date for payment; or
13.3.6 unless any claim by the Buyer which is based on any defect in the quality or condition of the Goods and/or Services or their failure to correspond with their description or specification shall (whether or not delivery is refused by the Buyer) be notified to TNA within Seven days after the Buyer discovers or ought to have discovered the defect or failure; or
13.3.7 unless TNA is given a reasonable opportunity of examining such Goods or location at which the Services were performed and the Buyer (if asked to do so by TNA) returns such Goods or materials relating to the Services to TNA's place of business for the examination to take place there.
13.4 Save as expressly provided in these Conditions, all warranties, conditions, guarantees or other terms implied by law, custom usage or otherwise are excluded to the fullest extent permitted by law.
14 BUYER’S RESPONSIBILITY
14.1 The selection of the Goods and/or Services suitable for the Buyer’s purposes depends on a range of factors. These factors include, but are not limited to, on-site conditions or other circumstances of the proposed application of the Goods known only to the Buyer. The Buyer is solely responsible for satisfying itself that the data supplied to TNA on which information or recommendations made by TNA are based is correct and that any assumptions made by TNA to supplement that data are suitable for the Buyer’s purposes.
14.2 Any advice, representation or recommendation given by TNA or its Personnel to the Buyer or its employees or agents as to the Goods and/or Services, their fitting or use, or as to the incorporation or compatibility of the Goods with other goods, is therefore followed or acted upon entirely at the Buyer’s own risk and the Buyer acknowledges that it does not rely on and waives any claim for breach of any such representation. Accordingly, the Buyer must rely on its own judgement and if necessary seek expert advice in relation to the following:
14.2.1 the suitability and compatibility of the Goods for the intended use;
14.2.2 the training necessary for the Buyer and its employees;
14.2.3 the required level of ongoing maintenance for the Goods; and
14.2.4 the adequacy of the premises in which the Goods are to be used.
14.3 The Buyer acknowledges that it is responsible for ensuring it and its employees, agents, contractors and end-users of the Goods:
14.3.1 store, handle, use, construct, maintain, and repair the Goods at all times in accordance with good practice and in accordance with the applicable method statements and data sheets, as well as all other relevant safety, training, usage and maintenance instructions and guidelines supplied to the Buyer from time to time by TNA, its employees, agents or contractors; For temperature sensitive and perishable products, the Buyer must always comply with product handling requirements and expiry date published by TNA.
14.3.2 receive the necessary training in respect of Goods supplied;
14.3.3 in connection with the hiring of the Goods or the Goods being otherwise used by third parties, that the Goods are supplied in the original packaging including all method statements, data sheets, labelling and warnings as are supplied with the Goods by TNA;
14.3.4 use the Goods with the recommended safety equipment in accordance with all applicable method statements and data sheets, and other relevant Company safety, training, usage and maintenance instructions and guidelines supplied from time to time.
15. LIMITATION OF LIABILITY
15.1 The Buyer agrees that the provisions of Conditions 13 and this Condition 15 set out the entire financial liability of TNA (including for the acts and omissions of its employees, agents and sub-contractors) to the Buyer and the exclusive remedies of the Buyer against TNA in respect of:
15.1.1 any breach of these conditions; and
15.1.2 any use made by the Buyer of any of the Goods.
15.2 TNA shall not be liable to the Buyer for any economic loss of whatever nature (direct or indirect), including without limitation loss of anticipated profits, loss of actual profits (direct or indirect) loss of turnover or revenue, loss of business, loss of production or opportunity, loss of data, depletion of goodwill or otherwise.
15.3 TNA shall not be liable for any indirect, special or consequential loss or damage howsoever arising.
15.4 Notwithstanding any other provision contained in these Conditions, TNA does not in any manner whatsoever exclude or limit its liability if and to the extent that such liability:
15.4.1 arises out of the fraud or fraudulent misrepresentation of TNA; or
14.4.2 is in respect of death or personal injury caused by gross negligence of TNA; or
15.4.3 cannot be legally excluded or limited.
15.4 The total aggregate liability of TNA arising out of or in connection with performance or contemplated performance of the Contract, whether for negligence or breach of contract or any case whatsoever, shall in no event exceed one hundred per cent (100%) of the amounts actually paid by the Buyer to TNA under the Contract.
16 BUYER’ S INDEMNITY
16.1 The Buyer shall be liable for and indemnifies TNA and shall keep TNA indemnified in respect of all damage or injury to any person or loss of or damage to any property and against all actions, demands, costs (including legal costs), charges, expenses or other loss suffered by TNA arising:
16.1.1 at law or under regulations detailed in Condition 13.4 or otherwise under statute; and/or
16.1.2 in respect of any act, omission, negligence, and/or breach of the terms of these Conditions or otherwise through the default of the Buyer; and/or
16.1.3 in respect of any infringement or alleged infringement of any patent, registered design, copyright, trade mark or other industrial or intellectual property rights resulting from compliance by TNA with the Buyer’s instructions whether express or implied.
16.2 Where Goods supplied by TNA are used by a third party (including the Buyer’s employees, agents, contractors) in a manner not previously agreed in writing by TNA to be suitable, or in a manner not in accordance with these Conditions, including (but not limited to) Condition 13.3, TNA shall not be liable for any costs, loss, damage, liability or expenses suffered or incurred by the Buyer or any third party arising directly or indirectly from or in respect of such Goods or such use (including for loss of revenue, profits, production, opportunity, business, goodwill and/or of any contract) and the Buyer shall indemnify and keep indemnified TNA from and against all such costs, loss, damage, liability or expenses suffered or incurred by TNA as a result of any claim or demand in respect thereof by any third party.
17 TERMINATION
17.1 Without prejudice to any rights that have accrued under the Contract or any other rights or remedies, TNA may immediately suspend performance of the Contract, cancel any outstanding delivery of Goods and/or the supply of Services, stop any Goods in transit or by notice in writing to the Buyer terminate the Contract without liability to TNA in the event that:
17.1.1 the Buyer fails to pay any sum payable under the Contract, or any other agreement between the Buyer and TNA within the agreed payment terms; or
17.1.2 the Buyer commits a material breach of any of its obligations under the Contract which is incapable of remedy; or
17.1.3 the Buyer commits a material breach of its obligations under the Contract which is capable of remedy and fails to remedy or persists in such breach after Seven days of having been required in writing to remedy or desist.
17.2 The parties acknowledge and agree that a court order shall not be required to give effect to any termination of the Contract in accordance with its terms and these Conditions.
18 INTELLECTUAL PROPERTY
18.1 Any intellectual property created by TNA in the course of the performance of the Contract or otherwise in the design, manufacture or supply of or otherwise in relation to the Goods or the provision of the Services shall remain the property of TNA. Nothing in these Conditions shall be deemed to have given the Buyer a license or any other right to use any of the intellectual property of TNA.
18.2 All logos, trade name or trademarks (‘Marks’) owned or used by TNA in the course of its business are the property of TNA. TNA reserves all intellectual property rights in relation to the use of such Marks. The Buyer may not use, or permit the use of, such Marks or any similar Marks without the prior written permission of TNA.
19 FORCE MAJEURE
19.1 TNA shall not be in breach of the Contract or otherwise be liable for any failure or delay to deliver the Goods and/or supply the Services arising from circumstances outside TNA’s reasonable control including, but not limited to, acts of God, governmental actions or regulations, national emergency, acts of terrorism, protests, riot, civil commotion, strikes, lock-outs, other labor disputes (whether or not relating to either party’s workforce), accidents, war, fire, explosion, flood, epidemic, reduction in or unavailability of power at manufacturing plant, breakdown of plant or machinery, shortage or unavailability of raw materials from normal source of supply, or restraints or delays affecting carriers.
19.2 Should TNA be prevented from delivering the Goods or supplying the Services in the circumstances at Condition 19.1, it shall be entitled to delay or cancel the supply of the Services or cancel delivery or to reduce the amount of the Goods delivered.
20 WAIVER
20.1 The waiver by TNA of any right or the failure by TNA to exercise any right or to insist on the strict performance of any provision of this Contract shall not operate as a waiver of, or preclude any further exercise or enforcement of any other right or provision of this Contract.
21 SEVERABILITY
21.1 Each provision of this Contract is severable and distinct from the others. The parties intend that every such provision shall be and remain valid and enforceable to the fullest extent permitted by law. If in any particular case any of these conditions shall be held to be invalid or shall not apply to this Contract, the other conditions shall continue in full force and effect.
22 ASSIGNMENT
22.1 The Buyer shall not assign, charge, sub-contract or in any way dispose of its rights or obligations under the Contract without the prior written consent of TNA. TNA may at any time subcontract, transfer, mortgage, charge or deal with in any manner any or all of its rights and under the Contract to any third party.
23 NOTICES
23.1 Any notice required to be served under the Contract shall be served on TNA at its registered offices or such other address as TNA may from time to time notify to the Buyer and on the Buyer at the address notified to TNA in its registration application by personal delivery, an internationally recognized courier service or by email. The Buyer is responsible for notifying TNA in writing of any change of address, email address from those in the Buyer’s registration application.
24 ENTIRE AGREEMENT
24.1 The Contract sets out the entire agreement and understanding between the Buyer and TNA in connection with the sale of Goods and the provision of Services and shall supersede and replace all documentation previously issued by TNA purporting to set out its terms and conditions of sale of Goods and/or Services. The Buyer acknowledges that the Contract has not been entered into wholly or partly in reliance on, nor has the Buyer been given any warranty, statement, promise or representation by TNA or on its behalf other than as expressly set out in the Contract. The Buyer agrees that the only rights or remedies available to it arising out of or in connection with any warranties, statements, promises or representations will be for breach of contract and irrevocably and unconditionally waives any right it may have to any claim, rights or remedies including any right to rescind the Contract which it might otherwise have had.
24.2 The Buyer has been informed of the content of the provisions of this document. All provisions herein are accepted by the Buyer.
25 LAW & JURISDICTION
25.1 The Contract and any issues, disputes or claims arising out of or in connection with it (whether contractual or non-contractual in nature such as claims in tort, from breach of statute regulation or otherwise) shall be governed by, and construed in accordance with the laws of the Kingdom of Saudi Arabia.
25.2 All disputes or claims arising out of or in relation to the Contract shall be subject to the exclusive jurisdiction of Saudi courts to which the parties irrevocably submit.
Authorization
TNA representatives are not authorized to modify these terms and conditions.
Notes
Should you have any queries about the above terms and conditions,
please contact TNA (012 690 1230).