"The Company" means It is PRISM International Solutions W.L.L
"The Purchaser" means the person, firm or company to be supplied with the goods and services by the Company.
"Goods" means the goods, materials and/or other items to be supplied pursuant to the Contract.
“Services” means the services to be supplied pursuant to the Contract.
"The Contract" means the contract for sale and purchase of the Goods and supply of the Services made between the Company and the Purchaser to which these Conditions apply.
These Conditions apply to all sales of Goods and supplies of Services by the Company and shall prevail over any terms or conditions referred to in the Purchaser's order or in correspondence or elsewhere unless specifically agreed to in writing by the Company and expressed to form part of the Contract and any conditions or stipulations to the contrary are hereby excluded or extinguished.
A quotation by the Company does not constitute an offer and the Company reserves the right to withdraw or amend the same at any time prior to the Company's acceptance of the Purchaser's order.
4.1. Unless the prices quoted are stated to be fixed the prices payable for the Goods or Services shall be those charged by the Company at the time of dispatch or supply of the Services so that the Company shall have the right at any time to revise quoted prices to take account of increases in cost including (without limitation) costs of raw materials or labor and any variation in exchange rates.
4.2. Quoted prices for the Goods are "ex-works" and exclusive of Value Added Tax and other duty levy or tax assessed against the Goods or Services by any Government or other authority.
5. TERMS OF PAYMENT
5.1. Payment of invoices shall, unless otherwise agreed in writing, be made in full in cash
5.2. Any extension of credit allowed to the Purchaser may be changed or withdrawn at any time.
5.3. Unless otherwise agreed the price of the goods shall be secured by an irrevocable letter of credit or the advance payment.
6.1. Delivery or performance dates mentioned in any quotation or acceptance form or elsewhere are approximate only and not of any contractual effect, and time for delivery shall not be made of the essence by notice. The Company shall not be under any liability to the Purchaser in respect of any delay in deliveryhowsoever arising.
6.2. In the event of the Purchaser returning or failing to accept any delivery of the Goods in accordance with the Contract the Company shall be entitled at its option to invoice the Purchaser for such Goods and either to deliver and invoice the Purchaser for the balance of Goods then remaining undelivered or to suspend or cancelfurther deliveries under the Contract. The Company shall be entitled to store at the risk of the Purchaser any goods which the Purchaser refuses or fails to accept and the Purchaser shall in addition to the invoice price payall costs of such storage and any additional costs or carriage incurred as a result of such refusal or failure. TheCompany shall be entitled after the expiration of 3 months from the date upon which the price became payableto dispose of the goods in such manner as the Company may determine.
6.3. Unless otherwise specified delivery shall be "ex-show room" so that the goods shall be deemed to have beendelivered and the risk therein to have passed to the Purchaser upon the Company notifying the Purchaser that the goods are available for collection.
6.4. Unless otherwise expressly agreed the Company may effect delivery in one or more instalments. Wheredelivery is effected by instalments each instalment shall be treated as a separate contract.
6.5. If the Contract involves more than one delivery and any default is made in payment the Company shallhave the right to suspend all or any further deliveries pending payment or to terminate the Contract in itsentirety by notice in writing to the Purchaser.
The Purchaser represents and warrants that it will not violate Kingdom of Bahrain, GCC, U.S., E.U., or other applicable local country export-related laws with respect to the Goods
8.1. The Goods shall remain the sole and absolute property of the Company as legal and beneficial owner untilsuch time as the Company has received in cleared funds all sums due to it in respect of: (a) the Goods, and (b)all other sums which are or which become due to the Company from the Purchaser on any account.
8.2. Until such payment the Purchaser shall be in possession of the goods solely as bailee for the Company and in fiduciary capacity and the Purchaser shall store the goods in such a way as to enable them to be identified as the property of the Company.
8.3. The Company reserves the immediate right of re-possession of any Goods to which it has retained title asaforesaid and thereafter to re-sell the same and for this purpose the Purchaser hereby grants an irrevocable right and license to the Company's employees and agents to enter upon all or any of its premises with or without vehicles during normal business hours. The right shall continue to subsist notwithstanding the termination of the Contract for any reason and is without prejudice to any accrued right of the Company.
8.4. The Purchaser agrees immediately upon being so requested by the Company to assign to the Company allrights and claims which the Purchaser may have against its customers arising from sub-sales of Goods untilpayment is made in full.
8.5. Notwithstanding the foregoing provisions of this Condition 8 the Purchaser shall be entitled to use theGoods in the ordinary course of its business, provided that this does not diminish their value and that itaccounts to the Company for any revenue received in connection with such use.
The Company shall be deemed to have fulfilled its contractual obligations in respect of any delivery though the quantity may be up to ten per cent more or less than the quantity specified in the Contract and in such event the Purchaser shall pay for the actual quantity delivered.
10. SPECIFICATIONS BY THE PURCHASER
The Purchaser shall indemnify and keep indemnified the Company against all claims, costs, damages and expenses incurred by the Company or for which the Company may become liable as a direct or indirect result of the carrying out of any work required to be done on or to the goods in accordance with the requirements of specifications of the Purchaser involving any infringement or claim or infringement of any intellectual propertyright vested in another person, firm or company.
11.1. The Company shall not be liable for any visible defects or non-conformities and/or for any shortage in thequantity delivered unless a claim in writing shall have been received by the Company from the Purchaser within 7 days of delivery of the Goods. Where liability for any shortage is accepted by the Company, the Company's only obligation shall be to make good such shortage.
11.2. The Company will provide the warranty for all the materials as per the standard warranty terms of manufacturer of the Goods.
11.3. The Company makes no warranty that software will operate uninterrupted or error-free.
11.4. The warranties in Condition 11.2 do not cover wear and tear and shall not apply to Goods which havebeen subjected to misuse or abuse, neglect, accident, damage, improper storage, improper installation or maintenance.
11.5. The Company shall not be liable to the Purchaser for loss of profit, loss of business or depletion of goodwill in each case whether direct, indirect or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with the Contract, whether such loss or claim was foreseeable or in the contemplation of the parties and whether arising in or caused by breach of contract, tort (including negligence and breach of statutory duty), indemnity or otherwise.
11.6. Subject to the foregoing all conditions, warranties, representations and other terms expressed or implied by statute, common law or otherwise are, to the fullest extent permitted by law, hereby excluded.
11.7. In the event of death or personal injury arising from the acts or omissions of the Company in relation toits performance of this Contract, the liability of the Company and its employees will be limited accordingly. To the extent permitted by law, the Company will not accept any liability whatsoever for any direct, indirect, incidental, special or consequential damages, whether due to its negligence or any other cause.
12. LICENCES AND CONSENTS
12.1. The Contract is conditional upon the obtaining of all licences or consents necessary for its performance (other than for the importation of the Goods by the Purchaser) in which connection the Purchaser shall sign all such forms and documents and render such other assistance to the Company as may be necessary.
12.2. The Purchaser shall obtain at its own expense any licence or consent required for the importation of the Goods by the Purchaser and if necessary or so required, shall produce evidence of the same to the Company on demand.
13. FORCE MAJEURE
13.1. The Company shall not be liable to the Purchaser for any loss or damage which may be suffered by thePurchaser as a direct or indirect result of the supply of the Goods or Services by the Company being prevented, hindered or delayed by reason of any force majeure circumstances.
13.2. In this Condition "force majeure circumstances" shall mean any act of God, riot, strike, lock-out, trade dispute or labour disturbances, accident, breakdown of plant or machinery, fire, flood, difficulty in obtaining workmen, material or transport or other circumstances whatsoever outside the control of the Company affecting the provision of the Goods or of raw materials therefor by the Company's usual source of supply or the manufacture of the Goods by the company’s normal means or the delivery of the Goods by the Company's normal route or means of delivery
If the Purchaser enters into a deed of arrangement or commits an act of bankruptcy or compounds with his creditors or if a receiving order is made against him or (being a company) it passes a resolution or the Court makes an order that the Purchaser be wound up (otherwise than for the purpose of amalgamation or reconstruction) or if a receiver, administrator or administrative receiver is appointed of any of the assets or undertaking of the Purchaser or if circumstances arise which entitle the Court or a creditor to appoint a receiver, manager or administrator or which entitle the Court to make a winding-up order or if the Purchaser takes or suffers any similar action in consequence of debt or commits any breach of any part of this or any other contract between the Company and the Purchaser the Company may stop any Goods in transit and suspend further deliveries and by notice in writing to the Purchaser may immediately terminate the Contract without prejudice to the provisions of Condition 5.3 and to existing claim.
The failure on the part of either party to the Contract to exercise or enforce any rights conferred by the Contract shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement there of at any time or times thereafter.
Any notice required to be given hereunder in writing shall be deemed to have been duly given if sent by prepaid first-class post or facsimile or email addressed to the party concerned at its principal place of business or last known address.
Headings to any of these Conditions are included to facilitate reference only and shall not affect the construction hereof.
If any Condition of the Contract (or part of any Condition) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that Condition or part-Condition shall, to the extent required, be deemed not to form part of the Contract, and the validity and enforceability of the other Conditions shall not be affected.
19. GOVERNING LAW
The Contract shall be governed by and construed and interpreted in accordance with the laws of Kingdom of Bahrain and for the purposes of settlement of any disputes arising out of or in connection with the Contract the parties hereby submit themselves to the jurisdiction of the Board of Grievances in Bahrain.