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Terms and Conditions of Purchase

The following Terms and Conditions of Purchase shall apply to all Purchase Orders issued by Emrill and the Supplier shall be
deemed to have accepted these Terms and Conditions of Purchase (unless specifically waived or varied by Emrill in writing) to
the exclusion of any other terms and conditions contained in any quotation, tender submission, acknowledgment or
acceptance of order or any other document issued by the Supplier.

Any variation to the Purchase Order or the Terms and Conditions of Purchase will not be valid unless first agreed in writing by
Emrill. Unless expressly stated otherwise, these Terms and Conditions or Purchase, together with a valid Purchase Order,
make up an agreement between you and us (an “Agreement”) in respect of the relevant Services.

1. Definitions and interpretation
For the purpose of this document, the following words
shall have the following meanings:
1.1 “Emrill” means Emrill Services LLC.
1.2 “Force Majeure” means events which are beyond
reasonable control including, but not limited to: strikes
and lockouts; riots; acts of or threats of war; atomic or
nuclear events; an outbreak of disease; terrorism;
essential equipment being destroyed by fire or an
explosion or natural disasters.
1.3 “Purchase Order” means an official order issued by
Emrill to the Supplier relating to the purchase of the
Services.
1.4 “Services” means the supply of goods, works or
services as appropriate and as specified within the
Purchase Order.
1.5 “Supplier” means the person, firm or company to who
the relevant Purchase Order is addressed.
2. Term
2.1 The Agreement (Terms and Conditions of Purchase
together with a Purchase Order) will begin on the date of
the relevant Purchase Order and will continue in force
until completion of the Services.
2.2 Emrill may at any time terminate the Agreement,
without the need for a court order, by giving the Supplier
at least 7 days’ notice.
2.3 Without affecting any other rights, you or we have,
either party may terminate the Agreement immediately,
without the need for a court order, by giving the other
notice if the other:
2.3.1 goes into receivership, administration or it ceases
to carry on business, or any steps or actions are taken in
connection with any of these procedures;
2.3.2 commits a material breach of this Agreement which
cannot be remedied, or which can be remedied but the
party in breach fails to remedy such breach within 14 days
of receiving notice from the other party requiring the
breach to be remedied.
3. Delivery and Acceptance
3.1 The Supplier shall not proceed with any Services
without a valid Purchase Order and Emrill shall have no
liability for costs incurred by the Supplier where this
clause has not been complied with.
3.2 The Supplier shall acknowledge the Purchase Order
upon receipt and confirm dispatch, delivery and or
completion dates within 48 hours of the Purchase Order
date. Failure to confirm will be considered acceptance.
3.3 The Services shall be delivered and/or performed
promptly on the date(s) specified within the Purchase
Order or on the date(s) subsequently specified by Emrill
and in accordance with all reasonable instructions.
3.4 The Supplier shall clearly mark all packing / advice /
delivery notes, completion certificates, invoices and such
other relevant documentation clearly with the full
Purchase Order number and any item numbers as
applicable.
3.5 The Supplier shall, upon delivery or completion of the
Services, provide all necessary documentation,
warranties, manuals etc to support the Services free of
charge.
3.6 The Services shall not be deemed to be accepted
(whether or not an advice or delivery note is signed) until
Emrill has had reasonable time to examine the Services.
3.7 If the Supplier fails to deliver the Services, on the
specified date(s), Emrill may terminate the Purchase
Order and will not be obliged to accept the Services.
4. Supplier Responsibilities
4.1 The Supplier shall provide the Services using
reasonable care and skill.
4.2 The Supplier shall be responsible for adequately
protecting any goods, materials, equipment and plant
that form part of the Services and shall be liable for any
loss, damage or delay of the same until completion of the
Services.
4.3 The Supplier is responsible for any materials and
equipment that they bring onto site and for the use and
maintenance of such in the performance of all obligations
under this Agreement.
4.4 The Supplier shall ensure that each member of the
Supplier’s team is suitably qualified, adequately trained
and capable of providing the Services of which they are
engaged.
4.5 The Supplier shall not assign, sub-contract or
otherwise transfer its obligations under this Agreement
without Emrill’s prior written permission (such permission
not to be unreasonably withheld).
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4.6 The Supplier will comply fully with all applicable laws,
policies and procedures.
4.7 The Supplier confirms that it has read and understood
and will comply with the principles contained within
Emrill’s Health, Safety and Environment Handbook and
Emrill’s Code of Conduct.
5. Warranties
5.1 The Supplier warrants that it has the right to provide
and sell the Services to Emrill and that all Services shall be
free from encumbrances.
5.2 The Supplier warrants that the Services shall in every
respect conform to the express and implied requirements
of the Purchase Order, be supplied in accordance with
good industry practice and standards and that they shall
be free from defects, be of good and satisfactory quality
and be fit for the purpose intended (as made known to
the Supplier by Emrill).
5.3 In the event that any part of the Services are defective
or do not confirm to specification at any time, the
Supplier shall immediately investigate and remedy the
situation at its own cost with all remedies and
rectifications being complete no later than 7 days
following the identification of the failure.
6. Charges
6.1 The Supplier shall provide the Services and submit to
Emrill a valid invoice together with any required
supporting documentation within 30 days of completion
of the Services. Failure to do so may result in payment
delays or non-payment.
6.2 Subject to clause 6.1 Emrill shall pay the Supplier for
all Services completed to Emrill’s satisfaction in
accordance with the payment terms stated on the
Purchase Order.
6.3 Emrill shall be entitled, to reasonably dispute all or
part of any invoice received from the Supplier by
providing notice to the Supplier of the reasons for
dispute.
6.4 The Fee(s) as stated in the respective Purchase
Order(s) and/or Agreement(s) will be exclusive of any VAT
which may be chargeable. VAT will be payable in addition
to the Fees in accordance with applicable law upon
delivery of a valid tax invoice.
7. Indemnity
7.1 The Supplier shall indemnify and keep indemnified
Emrill and each of its officers, employees and sub-
contractors, from and against all costs, regulatory fines,
expenses (including, but not limited to, legal and other
professional fees and expenses) losses, damages and
other liabilities (of whatever nature, whether contractual,
tortuous or otherwise) suffered or incurred by Emrill and
arising out of or in connection with:
7.1.1 any breach of this Agreement;
7.1.2 any breach of any Applicable Law;
7.1.3 any negligent act or omission;
any breach or infringement of confidentiality or
intellectual property rights;
8. Insurance
8.1 Without prejudice to the obligations under this
Agreement or otherwise at Law, the Supplier shall
maintain, for as long as may be necessary to cover
obligations and liabilities in connection with this
Agreement, appropriate insurances with limits of
indemnity that are required under law for occurrence(s)
arising out of any one event in respect of; employer’s
liability insurance; workmen’s compensation insurance;
public liability insurance; and product liability insurance.
8.2 All insurance certificates showing compliance by the
Supplier with the insurance requirements of this
Agreement shall be provided to Emrill within five days of a
request being made.
9. Confidential information
9.1 Both parties agree to keep confidential any
confidential proprietary information disclosed at any
time, by or on behalf of the other party. You and we shall
not use such confidential proprietary information for any
purpose other than for performing its obligations under
this Agreement.
9.2 The obligation of confidentially shall not apply to the
extent any confidential proprietary information is
required to be disclosed by law or generally available to
the public through no act or default.
10. Intellectual property
10.1 Any intellectual property rights we each have at the
start of this Agreement will not transfer to the other. The
Supplier hereby grants Emrill a royalty-free licence for
Supplier owned any intellectual property for the duration
of the Agreement.
10.2 If any intellectual property rights are created as a
result of the supply of the Services, then these rights of
ownership will belong to Emrill.
.
11. Force Majeure
11.1 Neither party shall be liable to the other for failure
to carry out our respective obligations under the
Agreement due to Force Majeure. If these events
continue for a consecutive period of 30 days, either party
may terminate this Agreement by giving written notice to
the other and without being liable to the other for any
costs, losses, claims or liabilities. Any pre-existing claims
will not be affected.
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12. Compliance with Anti-Slavery and Human
Trafficking Laws and Policies
12.1 In performing its obligations under the Agreement,
the Supplier shall:
12.1.1 comply with all applicable anti-slavery and human
trafficking laws, statutes, regulations and codes from time
to time in force (“Anti–Slavery Laws”); and
12.1.2 have and maintain throughout the term of the Sub-
Contract its own policy in place and implemented to
ensure compliance with Anti-Slavery Laws (“Anti-Slavery
Policy”); and
12.1.3 not
(i) engage in any activity, practice or conduct that
would result in a person being held in slavery or
servitude or would require a person to perform
forced or compulsory labour;
(ii) arrange or facilitate the travel of a person with
a view to that person being exploited; and
12.1.4 not engage in any activity, practice or conduct that
would constitute an offence under sections 1, 2 or 4, of
the United Kingdom’s Modern Slavery Act 2015 if such
activity, practice or conduct were carried out in the UK;
and
12.1.5 require that each of its subcontractors, agents,
service providers and suppliers shall comply with the Anti-
Slavery Laws.
12.2 The Supplier shall implement due diligence
procedures for its subcontractors, agents, service
providers and suppliers to ensure that there is no slavery
or human trafficking in its supply chains employed in
connection with the Agreement.
12.3 The Supplier shall notify Emrill as soon as it becomes
aware of any of the following in connection, in any way
whatsoever, with the Agreement:
12.3.1 any breach, or potential breach, of the Anti-Slavery
Laws; or
12.3.2 any actual or suspected slavery or human trafficking
by its subcontractors, agents, service providers and
suppliers.
12.4 The Supplier shall permit Emrill on reasonable notice
during normal business hours;
12.4.1 to have access to the Supplier’s records and to
meet with the Supplier’s personnel to audit the Supplier’s
compliance with the Supplier’s obligations under this
clause; and
12.4.2 to visit and inspect the accommodation and welfare
facilities for the staff and workmen of the Supplier and its
subcontractors, agents, service providers and suppliers to
ensure compliance with Emrill’s Supplier accreditation
policy
12.4.3 Emrill will have the right to visit Supplier offices and
accommodation proved by the Supplier for its employees
at its discretion. The Supplier shall facilitate any such visits
and cooperate in any way necessary to allow Emrill to
inspect the standards of the living and working standards
provided by the Supplier.
12.5 Emrill may terminate the Agreement with immediate
effect by giving written notice to the Supplier and without
the need or requirement for a judicial order if the Supplier
commits a breach of this clause.
13. Governing Law & Disputes
13.1 This Agreement shall be governed and construed in
accordance with the laws of Dubai, United Arab Emirates.
13.2 In the event of dispute, both parties agree that our
senior representatives will make every reasonable effort
to negotiate and settle the dispute within 30 days of it
arising. If the senior representatives are unable to resolve
the dispute either party may refer the matter to the
courts of Dubai International Financial Centre (DIFC).
14. General
14.1 Any notice given under this Agreement must be in
writing and delivered by email, hand or courier, If the
notice is delivered by email or by hand, you or we may
consider the other to have received it as soon as it has
been delivered. If the notice is sent by courier, you or we
may consider the other to have received it 48 hours after
it was posted.
14.2 If Emrill fails or delays in exercising any right or
remedy under this Agreement, it will not limit the right to
exercise that right or remedy in the future.
14.3 This Agreement does not create a partnership or
agency relationship.
14.4 If any provision of this Agreement is illegal or unable
to be enforced, it will not have any effect on the other
provisions set out in this Agreement.
14.5 No party who is not a party to the Agreement will be
entitled to enforce the Agreement (or any part of it).
14.6 Any term of this Agreement that by its nature is
meant to continue to be in force after this Agreement
terminates or expire, will continue to apply in full
following termination or expiry of this Agreement.
15. TAX / VAT Requirements
15.1 All Tax Invoices should include the following as a
minimum:
15.1.1 “TAX INVOICE” to be stated on the document.
15.1.2 Unique Tax Invoice number and Tax invoice date
15.1.3 Correct name and address of Emrill Services L.L.C
and the Supplier
15.1.4 Supplier and Customer (Emrill’s) Tax registration
number
15.1.5 Quantity, UOM, nature and description of goods/
services
15.1.6 Date of Supply/ Delivery
15.1.7 Amount of discount (if applicable)
15.1.8 Taxable amount per rate or exemption
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15.1.9 Rate of TAX
15.1.10 Total amount payable and total VAT chargeable
15.2 The Supplier must notify Emrill immediately in
writing, in the event of VAT registration or de-registration
15.3 If registered a copy of the VAT Certificate must be
submitted to the Emrill Procurement Department prior to
raising an invoice
15.4 Only VAT registered Suppliers have the right to
charge VAT on their invoices. Any TAX invoices submitted
where VAT has / is being claimed without prior
submission of a VAT Certificate to the Emrill Procurement
Department will be rejected

By signing this Agreement, you consent to be legally bound by this these Terms and Conditions of Purchase. You warrant that
you are the authorised representative for your company to sign this document.

Signed for and on behalf of

Signature:

Name: Manu Mohan

Position: Project Engineer

Date: 15-02-2021

Company Stamp: