VHPL Contract PDF Print E-mail

Key Terms and Conditions that govern the contract

1. The Client (as defined in the section 1.2) is expected to enter into a contract with Supplier (as defined in section 1.1).
2. The Supplier is expected to provide the products and quantities selected in section 3.1 to the Client.
3. The duration of the contract has been defined in section 4.1.
4. Payment terms and condition are selected/ defined in section 6.1. Further details regarding the payment terms and conditions are listed in schedule 3.
5. The Client is expected to raise P.O. within the timeframe defined in section 6.5.
6. The Client is expected to e-mail the P.O. to the e-mail addresses listed in section 6.6.
7. Client will only make the payments to the account details defined in section 6.4. In an event where the Supplier’s banking details change, clients will be informed by (1) phone and (2) by a letter.
8. Delivery options has been selected/ defined in section 5.1 and 5.2.
9. This contract shall be governed by and construed in accordance with the laws of the Republic of Maldives.
10. The Client would make purchases of Products based on the terms and conditions of the Contract. Client is expected to examine the Contract, and clarify any queries before the submission of the singed contract.



11. The Supplier is expected to provide the products and quantities selected in section 3.1 to the Client.

12. The prices quoted in section 3.1 shall be inclusive of all taxes.

13. Delivery Terms and conditions:

a. The delivery of the products are limited to the location defined section 5.1 and 5.2

b. Prices quoted in section 3.1 shall be inclusive of delivery fees (up to the location defined in section 5.2).

c. Client is fully responsible for the product once Client’s representative signs and accepts the goods receive note (G.R.N.)

d. Client is responsible for loading and unloading of the product at the delivery location

14. Order Placement Terms and Conditions:

a. The Client shall place orders for the Products based on the prices quoted in section 3.1.

b. The Client Shall place the order by submitting a purchase order (“Purchase Order”) by email or facsimile to the Supplier.

c. The Purchase Order shall include the quantity of Products ordered and the time and date of delivery of the Products to location defined in Section 5.1.

d. If the Supplier is unable to commit to Client’s Purchase Order, a written notification must be submitted to the email address defined in section 1.2 or 2.3. within Forty-eight hours of receiving the Purchase Order.

15. The Supplier will not be liable for any delay in or failure of delivery caused by:

a. Delay of Client’s supply vessel at the port agreed by the parties,

b. provide the Supplier with adequate instructions, for delivery or otherwise relating to the Product;

c. an event of Force Majeure.

16. The Supplier shall issue an invoice for each completed Purchase Order. Such invoice shall clearly state the Products, the quantity, the price, the date of delivery, and any other relevant information.

17. The Client shall pay the Supplier within the time frame defined in section 6.7.

18. Client must provide valid contact details listed in section 6.8. Client must inform the Supplier in writing if the contact details change within 3 days.

19. The Supplier warrants that it has title to the Products free of any lien or encumbrance and that the Products are fit for the intended use (which has been described in section 3.1).

20. All Products are subject to the Clients inspection when the Products arrive at the delivery destination defined in section 5.2. The Client may, at the Client’s option, return any defective or unsatisfactory Products to the Supplier, whereupon the Supplier shall, either replace the defective or unsatisfactory Products with Products satisfactory to the Client, or retain the Products. The Client shall return the products to the Supplier in substantially the same condition received (normal wear and tear excepted).

21. Either party in this contract may terminate this Contract without cause by providing two months’ notice in writing to the concerned party.

22. All the Supplier’s cylinder(s) (whether LPG or Oxygen) provided under this contract shall remain a property of Supplier. The Client must ensure that the cylinder(s) are kept with sufficient care. And in an event where any of the party decides to terminate the contract, the Client should return all the Suppliers Gas cylinder(s) back to the Supplier within 30 (thirty) days from the written date of termination.

23. Specific details regarding cylinder(s):

a. The Client must ensure the cylinder(s) issued to them are handled safely and properly

b. All Gas cylinder(s) (LPG/ Oxygen) are subject to inspection on every refill

c. Gas cylinder(s) that fail the inspection must be replaced

24. Without prejudice to any other remedies that either party may have against the other, each party shall have the right at any time by giving notice in writing to other party to forthwith terminate this Contract. Contract termination event can take place (but not limited to) due to due to the following reasons:

a. If either party shall commit a breach of any of the conditions of this Contract, and fail to remedy such breach. If such breach is capable of remedy, the issue needs to be remedied within twenty (20) days of receiving notice in writing. or

b. If either party enters into liquidation whether compulsory or voluntarily otherwise than for the purpose of amalgamation or re-construction or compounds with its creditors or takes or suffers any similar action in consequence of debt.

25. No amendment or modification of this Contract shall be effective unless agreed in writing and signed by both parties.

26. If the Supplier needs to revise the prices listed in section 3.1, the Supplier will inform the Client in writing.

27. In the event any part or provision of this Contract becomes, for any reason, unenforceable or is declared invalid by a competent court of law or tribunal, the rest of this Contract shall remain in full force and effect as if the unenforceable or invalid portions had not been part of this Contract.

28. Any dispute arising out of the performance of this Contract shall be settled by mutual discussion. In any case if the Parties involved fail to settle the dispute by mutual discussion the matter shall be settled through the Courts of Law of the Republic of Maldives.

29. The risk involved with the Products shall remain with the Supplier until delivery at the location defined in section 5.2. The title of the Products shall not pass to the Client and shall be retained by the Supplier until full payment of all monies due on any account has been received by the Supplier from the Buyer.

30. The parties represent that it has taken all necessary corporate action to authorise the execution and consummation of this Contract.

31. Neither party may set off any amount the other owes it against any amount it owes the other [in relation to this Contract]. All payments hereunder will be made without set-off or counterclaim, free and clear of and without deduction for all taxes, levies, duties, charges, and withholdings unless a party is compelled by law to deduct or withhold any such amounts, in which case it will pay to the other such additional amount as will ensure that the other is paid the full amount it would have received but for such deduction or withholding.

32. Authority to Sign: Each of the Parties herein represents and warrants that the execution, delivery, and performance of this Agreement has been duly authorized and signed by a person who meets statutory or other binding approval to sign on behalf of its business organization as named in this Agreement.

33. Confidentiality: Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to

34. Partial Invalidity: If at any time any provision of this Security Agreement is or becomes illegal, invalid or unenforceable in any respect under the law or any jurisdiction, neither the legality, validity or enforceability of the remaining provisions of this general purchase agreement nor the legality, validity or enforceability of such provision under the law of any other jurisdiction shall in any way be affected or impaired thereby.


Payment Terms and Conditions

35. The Client shall pay all invoices of the Supplier in full, without deduction or set-off, in cleared funds within the set time frame defined in section 6.7., from of date of taking delivery of the Products.

36. Credit limit, currency of the limit and credit duration has been defined in section 6.3. The Client must pay the Supplier within the term set out in section 6.3

37. The payment for the transaction shall be made in the currency selected in section 3.1.

38. Where sums due with the invoices raised are not paid in full by the due date:

a. The Supplier has the right not to make any further sale to the Client until all outstanding payments are fully settled.

b. Good and Services Tax (GST) or any other applicable taxes will be charged by the Supplier and shall be paid by the Client at the then applicable rate.

Last Updated on Sunday, 21 May 2017 13:41
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