TERMS AND CONDITIONS FOR PURCHASE & THIRD PARTY VENDORS
Vendors are advised to read these terms and conditions carefully. Unless notified in writing to the contrary, by accepting these terms and conditions it is assumed that they are understood and agreed by your company or institution and will be fully complied with.
DREC THE DREC GROUP OF COMPANIES (THE COMPANY”) SPECIFICALLY FOR THE PURPOSES OF THIS DOCUMENT HEREIN WASL LLC ARE DEDICATED TO THE BETTERMENT OF THE COMMUNITY WE SERVE AND LIVE IN.
AS A RESPONSIBLE CORPORATE CITIZEN, ALL SUPPLIERS AND THIRD PARTIES PROVIDING GOODS AND/OR SERVICES TO DREC AND ITS GROUP OF COMPANIES MUST ACT FULLY IN ACCORDANCE WITH THE DREC CORPORATE CODE OF CONDUCT AND CORPORATE SOCIAL RESPONSIBILITY GUIDELINES THROUGHOUT THE CONTRACTUAL TERM.
The vendor or any third party services providers agrees to the information security policy (the “Policy”) of DREC its subsidiaries and affiliates, including, but not limited to wasl LLC, wasl Properties LLC, wasl Hospitality LLC, wasl Owners Association Management LLC and Dubai Golf LLC (collectively “DREC”).
WE ACKNOWLEDGE HAVING RECEIVED THE COMPANY’S CODE OF ETHICS AND CSR GUIDELINES FOR ITS SUPPLIERS AND THIRD PARTY VENDORS WHICH IS AVAILABLE ON THE FOLLOWING ADDRESS:
1. Goods and Services
The goods and services (“works”) described in this Purchase Order (the "PO") will be provided by the Supplier subject to the following terms and conditions. The Supplier agrees to be bound by and to comply with all such conditions.
2. Purchase Price and Terms of Payment
All payments will be made in AED or as otherwise specified. All prices shown in this PO are firm and are not subject to adjustment except as provided for in this PO. Payments will be made by wasl within (40) days of receipt of the Vendor’s invoice provided the works are completed and delivered in compliance with this PO. The Vendor will be responsible for all taxes, fees and duties related to the works delivered under this P.O.
3. Packing and Delivery
The goods/services will be completed and delivered on the dates and at places specified in this P.O. The Vendor will ensure that goods are packed where necessary in a manner which ensures that they are protected against deterioration and contamination. The Vendor will be responsible for and bear the cost of packing, loading and/or carriage of the goods. All goods will be delivered to the F.O.B. (FREE ON BOARD) point specified in the PO. Title and risks will remain with Vendor until actual delivery.
4. Inspection and Rejection
The goods and services are subject to inspection and test by wasl at any time and place. If the goods and services delivered or any part thereof are found to be defective in any way, wasl may reject them fully or partly or require the Vendor to correct or replace them without charge, or require a reduction in price which is equitable under the circumstances. If the Vendor is unable or refuses to correct or replace such goods/services within a time deemed reasonable by wasl, wasl will have the right to terminate this PO in whole or in part. The Vendor bears all risks as to rejected goods/services. Inspection, testing or acceptance of the goods/services will not relieve the Supplier from any obligations under this P.O. or otherwise, including without limitation, responsibility for any defects subsequently found in materials and/or workmanship. In the event that any such defect is discovered after testing, acceptance or inspection, as the case may be, by wasl then the Warranty Period referred to below will be extended by a period equal to the time taken to rectify or replace the defective work or material from the date such defect was notified to the Vendor.
The Vendor will perform any changes to the goods/services required by wasl which may include additions to, or reductions in the quality and/or quantity of the goods/services. If such changes affect the cost of or the time required for performance of this PO, an equitable adjustment in the price or date of delivery or both will be agreed upon between the parties. No change by the Vendor will be accepted unless authorized in writing by wasl.
6. Maintenance and Operation
The Vendor will provide wasl with all instructions for installation, operation, maintenance and repair of the goods. The Vendor will also furnish wasl with all the warranties related to the goods/services at the time of delivery or completion of the goods/services.
1. The Vendor warrants to wasl that goods/services supplied under this PO conform strictly as to the quality and description with particulars stated in the P.O., are free from deleterious materials, free from defects in material, workmanship and design suitable for the purposes intended or implied, in compliance with all applicable specifications and free from any lien or encumbrance on title. The Vendor warrants that all services are executed with reasonable skill and care in accordance with current, sound and generally accepted industry practices by qualified personnel trained and experienced in the appropriate fields and that such goods and/or services are in full compliance with the wasl LLC Corporate Social Responsibility guidelines. The Vendor warrants that it is authorized by the laws of the United Arab Emirates to carry out the service.
2. If the Vendor purports to be an incorporated company, it warrants that it is a properly constituted company and that it is fully empowered by the terms of its Memorandum and Articles of Association (either expressly or by implication) to comply with the terms of the PO.
Without prejudice to any other terms of this PO, the warranty period is 12 (twelve) months from the date of acceptance of the works by wasl for the specified use (the "Warranty Period"). The Vendor will be responsible for remedying at its expense any defects that may arise in the works during the Warranty Period. The Vendor will guarantee for a further period of twelve (12) months all remedial work carried out under this warranty. Where a defect arises within the Warranty Period but does not become apparent until the Warranty Period has expired, the Vendor’s liability will not cease merely because wasl has been unable to give notice of the defect to the Vendor within the Warranty Period. If any defects which the Vendor is obliged to remedy under this Clause is not remedied within a reasonable time or circumstances render it impracticable for the Vendor to do the same, wasl may do it itself or authorize others to do the same, and the Vendor will indemnify and reimburse wasl for all costs arising there from. wasl’s remedies hereunder are in addition to wasl’s other rights and remedies available under the applicable laws of the UAE.
The Vendor will defend, indemnify and hold wasl harmless against any action, claim, liability, cost, loss, expense, demands, proceedings, damages or liabilities whatsoever arising by reason of:
a. The breach of any applicable provisions of these terms and conditions
b. Any infringement of the intellectual property rights of any person relating to the works
c. Injury to, or death of, any persons caused or contributed to by the negligence or breach of these terms and conditions by the Vendor or loss or damage to any property (whether real or moveable) belonging to wasl or any third party and
d. All consequential or indirect losses incurred by wasl irrespective of the negligence or breach of duty of the Vendor.
This PO is assignable by wasl. The PO should not be assigned by the Vendor without written approval of wasl. In such case, the Vendor remains liable as if no such assignment has been made.
11. Suspension and Termination
wasl shall be entitled to terminate or suspend the P.O. by giving notice in writing to the Vendor at any time prior to the delivery of the goods/services in which event wasl’s sole responsibility will be to pay the Vendor for all works satisfactorily performed up to the date of termination or suspension specified in such notice. wasl will not be liable for any consequential loss or loss of profits or damages suffered by the Supplier as a result of termination or suspension of the P.O. pursuant to this clause. wasl will be entitled to terminate or suspend the P.O. by giving notice to the Vendor at any time if:
a. The Vendor is in default of any obligations hereunder including without limitation compliance with any delivery date and such default is not cured within (15) days of the Vendor receiving a written notice in this respect; or
b. The Vendor becomes insolvent, makes any voluntary arrangement with its creditors, becomes bankrupt, becomes subject to an administration order, goes into liquidation whether compulsory or voluntary (otherwise than for the purposes of amalgamation or reconstruction), commences an action for protection from its creditors, compounds with its creditors or a receiver appointed over any of the property or assets of the Vendor. Such right of termination will be without prejudice to any other right available to wasl under the applicable laws of the UAE.
12. Force Majeure
The Vendor will give wasl prompt notice in writing when any cause beyond its reasonable control and not due to its fault or negligence appears likely to delay deliveries and/or performances of goods/services and will take all appropriate action to avoid or minimize such delay. If any such default or delay threatens to impair the Vendor’s ability to meet delivery requirements for its materials, supplies and services, wasl will have the right, without any liability to the Vendor, to cancel the PO wholly or partly at the sole discretion of wasl. wasl will not be liable for default or delay in the performance of its obligations due to causes beyond its reasonable control.
13. Intellectual Property Rights
The Vendor irrevocably assigns its entire rights, title and interest to any intellectual Property Rights it may have at any time in the goods/services to wasl including the right to initiate court or other proceedings or to take any other action against any person for infringement of the Vendor’s intellectual property rights in the goods/services. All patterns, tools, drawings or documents, whether in hard copy or otherwise supplied by wasl will remain wasl’s property and will not be used by the Vendor for the benefit of any other company. All such items will be returned to wasl upon completion of the services or as per wasl’s instructions.
14. Information Security Policy
Key information security rules and regulations applicable to:
1. all information disclosed to them;
2. the use/access of any systems, networks or equipment made available to any third party vendor: and/or
3. physical access to any physical area within DREC’s business premises.
Please note that this is not an exhaustive list of all the applicable rules and regulations which apply to DREC’s third party service providers, suppliers, their respective employees, officers, subcontractors, consultants and affiliates (“you”), but is merely intended to be indicative of the nature of such requirements you have undertaken to comply. In the event there is any doubt or question about the applicability of this policy, please contact Mr. Ahmed Atiq Balhelli at 043986666
14.1 Proper Use
All users of DREC information resources are responsible for the proper use:
1. and care of information resources under their direct control; and
2. and maintenance of confidentiality of any information or data they may have access to as per job requirements in accordance with this Policy specifically and DREC’s instructions and information security policies generally, (collectively to be deemed “Acceptable Usage”)
14.2 Third Party Accounts
All third party accounts allocated to you and/or your personnel for [any DREC project shall be subject to the following:
1. each third party account allocated shall be used only for the business purpose defined by the assigned individual; and
2. if the your personnel uses his/her personal laptop when accessing the third party account, it must be checked to ensure it is updated with the latest anti-virus software and definitions.
14.3 Handling DREC Information
1. All information assets including data and documents are to be processed and stored strictly in accordance with the classification levels assigned to each. This is to protect the integrity and confidentiality of information.
2. The designated owners of documents which contain sensitive information are responsible for ensuring that the measures taken to protect their confidentiality, integrity and availability, during and after transportation / transmission, are adequate and appropriate.
14.4 Access Control Policies
1. Clear Screen & Clear Desk
Personal computers and computer terminals should not be left logged and unattended. Users should lock the workstation using Ctrl+Alt+Del key when they leave their computer terminals.
2. Mobile Computing
(a) Authorised mobile devices (e.g. laptop computers; personal digital assistants; and mobile phones such as BlackBerry, iPhone, and Android devices) issued by DREC shall be used mainly for business purposes only.
(b) Laptop users shall be responsible for information held in their laptops and protect them against unauthorized access and modification
14.5 Business Continuity Planning Policy
All the backup media onsite and offsite will be stored in lockable fireproof cabinets, access to which will be available to authorized personnel only. Backup tapes shall be encrypted and archived, where feasible.
14.6 Data Encryption
Restricted/confidential information transmitted over any communication network must be sent in an encrypted form
14.7 Physical & Environmental Security Policy
1. All employees, contractors and/ or outsourced personnel deployed at DREC/ wasl shall wear the official identification card at all times while on premises
2. Visitors shall be provided with Visitor Badges which should be worn by them at all times while in the DREC/ wasl premises
14.8 Acceptable Usage Policy
Use of the information assets including information technology systems (“IT Systems”) at DREC must at all times be conducted in a professional and responsible manner and in accordance with the following provisions:
A. It shall be considered an offence for an employee, or a group of employees, to be involved in acts that disrupt DREC’s ability to pursue its business objectives as per the laws of the UAE. Actions such as the deliberate disruption of DREC’s IT Systems, theft and/or destruction of equipment or data services, shall be considered as offences.
B. DREC system and application accounts (log in IDs and passwords) shall be used only for business purposes for which they are requested and authorized. Passwords must never be shared for any reason.
a. Under no circumstances shall a user account be used to participate in a personal financial activity, investments, promotional contests, etc.
b. Users are responsible for protecting any information used and/or stored /accessible through their individual user accounts.
c. Users are responsible for securing desks, workstations, working areas and electronic user devices under their control.
d. Users shall not attempt to access any data or programs contained on any system for which they do not have authorization or explicit written consent.
e. Users shall report any weaknesses they discover in systems and any incidents of possible misuse or violation of DREC / wasl policies to the proper authorities by contacting the “Service Desk” or DREC’s IT Department. No user shall engage in an activity to assess the weaknesses of a system.
f. Users shall not purposely engage in activity with the intent to: harass other users; degrade the performance of systems; deprive an authorised user access to a DREC/wasl resource; obtain extra resources, beyond those allocated; circumvent security measures or gain access to a DREC system for which proper authorization has not been given.
g. Electronic communication facilities (such as email, internet browsing) are for authorized business use, however limited personal use is allowed. Fraudulent, harassing or obscene messages and/or materials or material that breaks the law or discredits DREC/wasl and/or governing authorities shall not be sent from, to or stored on DREC systems. This policy explicitly prohibits browsing obscene web sites or messages on DREC facilities.
h. Users shall not activate mobile code such as ActiveX controls unless they are certain they can trust the source and its acceptability.
i. Users must avoid direct disk sharing with read/write access unless there is absolutely a business requirement to do so.
2 For routine security and network maintenance purposes, with pre-approved authorization from DREC’s management, DREC’s IT Department personnel may monitor IT equipment, systems and network traffic statistics at any time.
3 The following activities are strictly prohibited, without exception:
a. The installation of software such as instant messaging technology, internal relay chat and peer-to-peer services; and
b. Sending or posting information that is defamatory to DREC, its products/services, colleagues and/or customer(s).
4 Unless explicitly permitted in this Policy, the following activities are strictly prohibited, without exceptions:
a. Effecting security breaches or disruptions of network communication.
b. Security breaches include, but are not limited to, accessing data of which the employee is not an intended recipient or logging into a server or account that the employee is not expressly authorized to access, unless these duties are within the scope of regular duties.
For purposes of this policy, "disruption" includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes
This P.O. constitutes the entire agreement between the parties and supersedes all prior agreements and understanding written or oral.
A failure or delay in exercise or partial exercise of a right arising from a breach of any provision of these Terms and Conditions will not be considered as a waiver of such right.
17. Governing Law
This PO will be governed by the laws of Dubai and of the United Arab Emirates. The Courts of Dubai will have exclusive jurisdiction to settle any disputes that might arise between the parties.