Standard Terms & Conditions of Sale

Transcription

1

2

3 Index 1. Placing Orders 2. Acceptance of Orders 3. Standard Payment Terms 4. Approval of Zamil Steel Drawings 5. Design Calculations (Optional) 6. Design Certificates 7. Change Orders 8. Jobs on Hold 9. Material Dispatch 10. Erection Drawings 11. Specification Changes & Material Substitution 12. Design and Supply Exclusions 13. Permits and Fees 14. Inspection of Fabricated Materials 15. Material Dispatch Advice 16. Partial Shipments 17. Customer Pick-Up Shipments 18. Unloading of Material at the Job Site for Overland Shipments (Supply Only Contracts) 19. Erection of Buildings (Supply Only Contracts) 20. Erection by Zamil Steel 21. Shortage of Materials 22. Field Modifications 23. Combined Shipments 24. Storage 25. Warranty 26. Force Majeure 27. Cancellation of Orders 28. Governing Law & Dispute Resolution

4 The following Terms and Conditions of Sale are established by Zamil Steel Pre-Engineered Buildings Co. Ltd., Saudi Arabia, hereinafter referred to in this document as Zamil Steel, to govern the sale and shipment of that are designed, manufactured and processed by Zamil Steel Co. Ltd., Saudi Arabia. 1. Placing Orders Orders are normally placed after Zamil Steel submits a written proposal (also known as quotation or offer) to its customers. Quotations may be revised until all technical and commercial matters are agreed upon by both the customer and Zamil Steel. Once all matters are agreed upon and are included in a final, revised Zamil Steel proposal, both the customer s authorized representative and Zamil Steel s authorized representative must sign a standard contract. This standard document is provided with and attached to all Zamil Steel proposals. 2. Acceptance of Orders Only orders accompanied by signed and dated contracts are accepted by Zamil Steel. Orders are reviewed and determined to be complete with all required information. Accepted orders are entered in a sales register maintained by the Order Management Department while orders that are incomplete are placed on hold until the appropriate corrective action is taken. Customers are informed of the On Hold status of their orders by the responsible Zamil Steel Area Office. For example, if the deadline for shipment is the 1st of January then the L/C will expire on the 22nd of January. (L/Cs issued by Saudi & GCC Banks - confirmation not required.) 3.2 Correspondent Banks Customers opening a letter of credit may choose from the following Saudi correspondent banks. Addresses and Zamil Steel account numbers are also provided for customer convenience. SABB P.O. Box 1618 Dammam 31411, Saudi Arabia Phone (966 13) , Fax (966 13) Swift Code: SABBSARI Account No IBAN No. SA Arab National Bank P.O. Box 18 Dammam 31411, Saudi Arabia Phone (966 13) , Fax (966 13) Swift Code: ARNBSARI Account No IBAN No. SA Saudi Hollandi Bank P.O. Box 70 Dammam 31411, Saudi Arabia Phone (966 13) , Fax (966 13) x 190 Swift Code: AAALSARI Account No IBAN No. SA Standard Payment Terms 3.1 Letter of Credit Payment of the full contract price will be made by an irrevocable letter of credit (L/C), confirmed by the negotiating bank in Saudi Arabia. The period of validity for the L/C is established at the time of contract signing. The minimum period of validity of the L/C is 90 days for shipment and 111 days for negotiation. Al Rajhi Bank Br. No. 139 P.O. Box 1362 Al-Khobar 31952, Saudi Arabia Phone (966 13) , Fax (966 13) x 225 Swift Code: RJHISARI Account No IBAN No. SA

5 Riyadh Bank P.O Box 274 Dammam 31411, Saudi Arabia Phone (966 13) , Fax (966 13) Swift Code: RIBLSARI Account No IBAN No. SA Nevertheless the following banks can advise L/Cs issued in favor of Zamil Steel Co. Ltd. JPMorgan Chase Bank N. A. Al Faisaliah Tower, Level 8, Area C PO Box 51907, Floor 8 Riyadh, 11553, Saudi Arabia Swift Code: CHASSARIXXX Deutsche Bank AG 17th Floor, King Fahad Road Aloaya District P.O. Box , Riyadh 11372, KSA Swift Code: DEUTSARIXXX National Commercial Bank P.O. Box 5558 Dammam 31432, Saudi Arabia Phone (966 13) Fax (966 13) Swift Code: NCBKSASARI Banque Saudi Fransi P.O. Box 2792 Dammam 31411, Saudi Arabia Phone (966 13) Fax (966 13) Swift Code: BSFSARIxxx SAMBA Financial Group P.O. Box 842 Al-Khobar 31952, Saudi Arabia Phone (966 13) Fax (966 13) Swift Code: SAMBSARI National Bank of Pakistan P.O. Box 63020, Riyadh 11516, Saudi Arabia Phone (96611) Fax (966 11) Al Inma Bank P.O. Box Riyadh 11586, Saudi Arabia All L/C s opened by banks located outside Saudi Arabia must be confirmed by a Saudi bank. 2

6 3.3 LC Opening Procedure (Within Ksa) Zamil Steel Co. Ltd. P.O. Box 877, Dammam 31421, Saudi Arabia Phone (966 13) Fax (966 13) For the sum of SAR. (Saudi Riyals only) being % of the value of Zamil Steel s contract proposal no., rev. no., dated. and advise Zamil Steel Co. Ltd., Dammam, through any Saudi Bank. L/C should be payable against presentation of the following documents 1. Sight Draft drawn on issuing bank. 2. Invoice in one original and two copies. 3 Packing List. 4 Truck Consignment Note issued by the trucking company (confirming receipt of material for delivery to opener s job site) marked freight pre-paid (if shipment is on DAP/CPT/CIP basis) and made out to the order of the opening bank and notify openers. 5. Land Insurance Certificate covering ;Land Transit All Risks clauses for 110% of shipment value. This is applicable for Contracts with CIP Terms. 6. If Commercial Invoice requires Applicant s authorized representative signature, the following clause is to be added: If Applicant fails to return the counter signed Commercial Invoice within 10 days from the date of shipment, beneficiary is allowed to present the documents for claim without the countersignature of Applicant s authorized representative signature on such documents. Other Terms: a. WAR RISK is not covered under land insurance b. Partial shipment is allowed. c. L/C must be valid for shipment for ninety (90) days from opening date. d. L/C expiry date shall be twenty one (21) days after L/C shipment date. e. All L/C opening and amendment charges are for opener s account. Please arrange to transmit the full text of the L/C by SWIFT, being the operative instrument, to enable the beneficiary to ship the material at an early date and advise the beneficiary through telephone/fax to collect the L/C from the advising bank. Notes: 1) for deferred payment, the rate of 0.3% per month to be added to the contract value. 2) In case of approval for issuance of advance / performance bond there is a cost involved which amounts to 1% per annum. 3

7 3.4 LC Opening Procedure (Within GCC) Zamil Steel Co. Ltd. P.O. Box 877, Dammam 31421, Saudi Arabia Phone (966 13) Fax (966 13) For the sum of SAR/USD/AED/QAR/BHD/KWD/OMR ) only) being % of the value of Zamil Steel s contract proposal no., rev. no., dated. and advise Zamil Steel Co. Ltd. Dammam, through any prime Saudi Bank with the clear instructions to add their confirmation to the said L/C. L/C should be payable against presentation of the following documents 1 Sight Draft drawn on negotiating bank. 2. Invoice in one original and two copies. 3. Packing List. 4. Certificate of Origin in Arabic issued by the Saudi Arabian Ministry of Commerce and Industry as per GCC format. 5. Truck Consignment Note issued by the trucking company confirming receipt of material for delivery to opener s job site marked freight pre-paid (if shipment is on DAP/CPT/CIP basis) and made out to the order of the opening bank and notify openers. 6. Land Insurance Certificate covering Land Transit All Risks clauses for 110% of shipment value. This is applicable for Contracts with CIP Terms. Other Terms: a. Partial shipment is allowed. b. L/C must be valid for shipment for ninety (90) days from opening date. c. L/C expiry date shall be twenty one (21) days after L/C shipment date. d. All L/C opening and amendment charges are for opener s account. Please arrange to transmit the full text of the L/C by SWIFT, being the operative instrument, to enable the beneficiary to ship the material at an early date and advise the beneficiary through telephone/fax to collect the L/C from the advising bank. Notes: 1) for deferred payment, the rate of 0.3% per month to be added to the contract value. 2) In case of approval for issuance of advance / performance bond there is a cost involved which amounts to 1% per annum. 4

8 3.5 LC Opening Procedure (Arab Countries Other Than GCC) (Over Land) Zamil Steel Co. Ltd. P.O. Box 877, Dammam 31421, Saudi Arabia Phone (966 13) Fax (966 13) For the sum of SAR/USD/Euro (Saudi Riyals/ US Dollars/ Euros only) being % of the value of Zamil Steel s contract proposal no., rev. no., dated. and advise Zamil Steel Co. Ltd. Dammam, through any prime Saudi Bank with the clear instructions to add their confirmation to the said L/C. L/C should be payable against presentation of the following documents (Please check applicable boxes) 1. Sight Draft drawn on negotiating bank. 2. Invoice in one original and two copies. 3. Packing List. 4. Certificate of Origin in Arabic issued by the Saudi Arabian Ministry of Commerce and Industry. 5. Truck Consignment Note issued by the trucking company confirming receipt of material for delivery to opener s job site marked freight pre-paid and made out to the order of the opening bank and notify openers. Other Terms: a. Partial shipment is allowed. b. L/C must be valid for shipment for ninety (90) days from opening date. c. L/C expiry date shall be twenty one (21) days after L/C shipment date. d. All L/C opening and amendment charges are for opener s account. Please arrange to transmit the full text of the L/C by SWIFT, being the operative instrument, to enable the beneficiary to ship the material at an early date and advise the beneficiary through telephone/fax to collect the L/C from the advising bank. Notes: 1) for deferred payment, the rate of 0.3% per month to be added to the contract value. 2) In case of approval for issuance of advance / performance bond there is a cost involved which amounts to 1% per annum. 5

9 3.6 LC Opening Procedure Sea Shipment (All Countries): Zamil Steel Co. Ltd. P.O. Box 877, Dammam 31421, Saudi Arabia Phone (966 13) Fax (966 13) For the sum of SAR/USD/Euro (Saudi Riyals/ US Dollars/ Euros only) being % of the value of Zamil Steel s contract proposal no., rev. no., dated. and advise Zamil Steel Co. Ltd. Dammam, through any prime Saudi Bank with the clear instructions to add their confirmation to the said L/C. L/C should be payable against presentation of the following documents (Please check applicable boxes) 1. Sight Draft drawn on negotiating bank. 2. Invoice in one original and two copies. 3. Packing List. 4. Certificate of Origin in English issued by the Saudi Arabian Ministry of Commerce and Industry. 5. Full Set of Shipped On Board Bill of Lading issued by the Carrier or their authorized Agents made out to the Order of Opening Bank marked freight pre-paid and notify openers. Other Terms: a. Partial shipment is allowed. b. L/C must be valid for shipment for ninety (90) days from opening date. c. L/C expiry date shall be twenty one (21) days after L/C shipping date. d. All L/C opening and amendment charges are for opener s account. Please arrange to transmit the full text of the L/C by SWIFT, being the operative instrument, to enable the beneficiary to ship the material at an early date and advise the beneficiary through telephone/fax to collect the L/C from the advising bank. Notes: 1) for deferred payment, the rate of 0.3% per month to be added to the contract value. 2) In case of approval for issuance of advance / performance bond there is a cost involved which amounts to 1% per annum. 6

10 3.7 Supply Ex-Works Factory in Dammam The value of the L/C will be payable according to the following terms: Down payment of 10% of the value of the L/C will be paid upon the receipt of the L/C and against presentation of the beneficiary s (Zamil Steel Pre-Engineered Buildings Co. Ltd.) sight draft & commercial invoice to the negotiating bank. The balance of the value of the L/C will be paid against presentation of the: Sight draft drawn on the negotiating bank. Commercial invoice. Packing list. Delivery note issued by the beneficiary and countersigned by the truck driver confirming receipt of materials. OR, Telex sent by beneficiary to openers of the L/C through the negotiating bank, 7 to 10 days prior to the shipment date, informing the bank that the material is ready for shipment and requesting the bank to make arrangements for customer pickup. In the event that trucks do not arrive on the specified shipping date, the beneficiary may submit copies of invoice, certificate of origin (if applicable), and packing list to the negotiating bank for processing, along with a letter stating that: The L/C openers have not provided trucks to collect the material. Material will remain in the beneficiary s custody to be transfered to the L/C openers on the future date. Additional Terms: a) Partial shipment must be permitted. b) The negotiating / advising bank s charges will be applied to the beneficiary s account, while the opening / issuing bank s charges will be ap plied to the account of the party opening the L/C c) The negotiating bank must add its confirmation on LCs coming out side K.S.A. d) Original documents (the most common of which are the commer cial invoice, packing list, and material dispatch note) are to be hand carried by the truck driver and duplicate copies of the same shall be acceptable for negotiation. This is applicable for LCs within GCC & Arab countries. 3.8 Supply CFR Destination Port, Sea Shipment (All Destinations) The full value of the L/C will be payable according to the following terms: Down payment of 10% of the L/C value will be paid upon the receipt of the L/C and against presentation of the beneficiary s (Zamil Steel Pre-Engineered Buildings Co. Ltd.) sight draft & commercial invoice to the negotiating bank. The balance of the value of the L/C will be paid against presentation of the: Sight draft drawn on negotiating bank. Commercial invoice. Packing list. Bill of lading. Certificate of origin, in either English and / or Arabic, issued by the Saudi Arabian Ministry of Commerce and Industry. Additional Terms: a) Partial shipments must be permitted. b) Trans shipment must be allowed. c) The negotiating / advising bank s charges will be applied to the ben eficiary s account, while the opening / issuing bank s charges will be applied to the account of the party opening the L/C. 7

11 d) The negotiating bank must add its confirmation. 3.9 Supply FOB Dammam Port, Sea Shipment (All Destinations) The value of the L/C will be payable according to the following terms: Down payment of 10% of the L/C value will be paid upon the receipt of the L/C and against presentation of the beneficiary s (Zamil Steel Pre-Engineered Buildings Co. Ltd.) sight draft & commercial invoice to the negotiating bank. The balance of the value of the L/C will be paid against presentation of: Sight draft drawn on th negotiating bank. Commercial invoice. Packing list. Bill of lading specifying freight collect. Certificate of origin, in either English or Arabic, issued by the Saudi Arabian Ministry of Commerce. Trade terms must read as FOB to any Saudi Port. Additional Terms: a) Partial shipments must be permitted. b) The negotiating / advising bank s charges will be applied to the ben eficiary s account, while the opening / issuing bank s charges will be applied to the account of the party opening the L/C. c) Negotiating bank must add its confirmation. d) Openers to arrange with the shipping lines to issue bill of lading showing freight collect Supply & Erection Contracts (Saudi Arabian Contracts only) The L/C will remain valid for a minimum of 180 days. The L/C value will cover the total amount of the supply and erection prices. Payment for Supply: The supply CPT job site amount is payable as follows: Down payment of 10% of the supply CPT job site amount is to be paid upon the receipt of the L/C and against presentation of the beneficiary s (Zamil Steel Co. Ltd.) sight draft & commercial invoice to the negotiating bank. The balance of the supply price CPT job site will be paid upon presentation of the following documents: Sight draft drawn on the negotiating bank. Commercial invoice. Packing list. Truck consignment note issued by the TRUCKING COMPANY confirming receipt of material for fur ther delivery to job site. Additional Terms: a) Partial shipments must be permitted. b) Trans shipment must be allowed. c) The negotiating / advising bank s charges will be applied to the beneficiary s account, while the opening / issuing bank s charges will be applied to the account of the party opening the L/C. Payment for Erection The erection price will be paid against time drafts (dates to be determined according to the erection period) all of which are calculated based upon the shipment date. 4. Approval of Zamil Steel Drawings 8

12 4.1 When requested by the customer or considered necessary by Zamil Steel, approval drawings will be prepared to ensure that Zamil Steel accurately interprets the requirements and specifications of the customer. 4.2 If the building is attached to an existing building, Zamil Steel will not issue approval drawings until a report prepared by a certified surveyor is sent to the Zamil Steel Order Management Department. 4.3 When approval is required, two (2) sets of drawings are provided to the customer, free of charge. One set must be signed by the customer and returned to the responsible Zamil Steel Area Office bearing the notation - Approved As Is or Approved As Noted. The second set may be retained by the customer for future reference.additional sets are available for a fee of SR 300 (US$ 80) per set. 4.4 The information presented in the approval drawings is preliminary in nature and is not intended for uses such as setting anchor bolts, designing foundations and other construction activities. 4.5 The approval of these drawings by Zamil Steel will be accepted only in the form of the customer s (or his authorized representative s) signature, appearing within the Approval stamp placed by Zamil Steel on its approval drawings. Approval by any other means will not be accepted by Zamil Steel. 4.6 Sets of drawings that are signed and approved in the designated manner will be considered final and binding. 4.7 Jobs that have been designated as Out For Approval for a period of more than 60 days will be subject to the pricing schedule that is in effect at the time the approval drawings are returned to Zamil Steel Order Management Department. Zamil Steel reserves the right to cancel orders that have been designated as Out For Approval for more than 90 days (The customer will be responsible for ordinary cancellation and engineering costs) incurred up to that point in the process. 4.8 Comments noted on returned approval drawings, that change the previously agreed upon scope of work, must appear in RED INK and be accompanied by a change order that is duly signed and accepted by the customer. 4.9 Approval drawings for standard buildings are normally submitted within two weeks of request. Approval drawings for more complex buildings require a longer period of preparation time Approval drawings should be returned to Zamil Steel s Area Office / Head Office within two weeks of the customer s date of recipt. A delay in the return of approval drawings may affect the overall project cycle, including delivery of the steel to the job site (or port of entry). 5. Design Calculations (Optional) 5.1 For projects that require approval, the structural design calculations may be included with the approval drawings, if requested. 5.2 Two (2) sets of structural design calculations are provided to the customer, free of charge. Additional sets are available for a fee of SR 150 (US$ 40) per set. 5.3 Standard structural design calculations include: a) Material specifications & design assumptions. b) Design of the primary & secondary structural framing. c) Wind bracing design. d) Column reactions. 5.4 Additional engineering fees may be levied for the preparation of design calculations, they require a greater level of analysis than the standard alculations. 9

13 6. Design Certificates A certificate attesting to the structural design integrity of a particular Zamil Steel building, signed and stamped by a registered professional engineer, is available (at no extra cost) in lieu of the design calculations. 7. Change Orders 7.1 Once a contract is signed and accepted, any subsequent changes to the order require a change order letter, prepared by Zamil Steel and signed by the customer. This letter will, describes the specific change(s) and indicate the impact these changes may have on price and/or delivery of the project. No further action will be taken by Zamil Steel until the change order has been signed as accepted by the customer. 7.2 The cost of any fabricated components that are rendered useless by a change order initiated after the start of fabrication, will be charged to the customer s account. 8. Jobs on Hold 8.1 All costs that are incurred by Zamil Steel when a job is placed On Hold by the customer, after the start of manufacturing, will be charged to the customer s account. 8.2 A job that is not released for production within 90 days from the date of its entry in the sales register, for whatever reason (including lack of technical clarification), will be put On Hold. Zamil Steel reserves the right to adjust the price of such a job according to the price rates that are valid at the time of release from its On Hold status. 9. Material Dispatch 9.1 The material dispatch commitment period is measured, in weeks, from the latest date of receipt and acceptance by Zamil Steel offices of all of the following job related documents: Signed contract. Acceptable letter of credit / final accepted amended L/C. Final change order including any amendments to L/C price. Approval drawings, signed and marked as Approved As Is or Ap proved As Noted, where applicable. 9.2 Production and dispatch schedules shall be determined when all of the following are fulfilled: Receipt of the final Approved As Is or Approved As Noted approval drawings at Zamil Steel offices, where applicable (see item 4). Receipt and acceptance of the final change order, where applicable (see item 7). Release to production by the Zamil Steel Finance Department, i.e. financial clearance. This will be done when the customer fulfills all the contract commercial terms. 9.3 The Zamil Steel Order Management Department regularly notifies all Zamil Steel Area Offices of production and dispatch schedules for the jobs entered by each individual office. 10. Erection Drawings 10.1 The standard erection drawings package consists of one (1) set sent to the customer, via the responsible Zamil Steel Area Office, and one (1) set dispatched with the materials When erection is completed by Zamil Steel, the package will consist of one (1) set of drawings sent to the customer, via the responsible Zamil Steel Area Office, and one (1) set provided to the Zamil Steel erection team Additional sets of erection drawings are available upon request for SR 300 (US$ 80) per set By specific request only, one set of As Built drawings will be supplied to the 10

14 customer (free of charge) after erection is completed. As Built drawings will incorporate changes made during erection (if any), assuming that those changes have been communicated in writing to Zamil Steel after completion of erection. 11. Specification Changes & Material Substitution 11.1 Zamil Steel reserves the right to substitute meterial equivalent to that originally specified when a standard inventory item is out of stock or when product development improvements make substitution necessary When special paint supplier is specified by the consultant / client, and paint is found to have application problems and (or) extended drying times, Zamil Steel will recommend to substitute it with an equivalent and suitable supplier, subject to final approval by the consultant / client. Otherwise, delivery period shall be extended to accommodate for the additional required drying time. 12. Design and Supply Exclusions 12.1 Zamil Steel supplies only materials that are clearly described in its proposal under Building Description and Standard Supplied Items or covered by written, accepted and signed Change Orders Zamil Steel does not supply, nor does it accept responsibility for the design or construction of column footings, ground slabs, tie beams, masonry walls and other concrete works Zamil Steel does not supply, nor does it accept responsibility for plumbing services, electrical services, air conditioning services, or any other material or service not specified in the final accepted proposal, contract or Change Order. 13. Permits and Fees 13.1 It is the customer s sole responsibility to obtain and pay for all building permits, licenses, public assessment, prorated utilities, utility connections, occupancy fees as well as any other fees required by any government authority in connection with the work provided for in the contract The customer will provide, at his expense, all plans and specifications required to obtain the building permit, except those plans to be furnished by Zamil Steel It is the customer s responsibility to ensure that all the plans and specifications, including those produced by Zamil Steel, comply with the applicable requirements of all the governing building authorities If erection is to be completed by the Zamil Steel erection team, a copy of the building permit must be provided to Zamil Steel by the customer, prior to the commencement of work. If erection work must be deferred due to building permit problems, the cost of such stoppages, standing time or demobilization will be charged to the customer s account. 14. Inspection of Fabricated Materials 14.1 Zamil Steel, an ISO 9001 certified company, operates in accordance with its standard Quality Plan, which specifically outlines the quality control procedures that must be followed during the production and shipment of its products. This plan describes the sampling techniques, types of tests conducted, control procedures and reporting format used in the production of all manufactured components. The approved procedures described in this Quality Plan are maintained within the Zamil Steel Quality Control Department Inspection of Zamil Steel products at the Zamil Steel plant by a customer, or by his authorized representative, (if required by a specific supply contract) may be 11

15 arranged. Such inspection will be scheduled upon receipt of a written request for such inspection by the customer. Inspections will be arranged in such a manner so as not to delay production and/or shipment. In the event that the customer or his representative fails to conduct inspections as scheduled, the applicable goods will be considered Accepted and Released By Concession. 15. Material Dispatch Advice 15.1 Upon dispatch, Zamil Steel Shipping Department will advise the responsible Zamil Steel Area Office of the actual dispatch date The customer will be notified of the actual dispatch date by the responsible Zamil Steel Area Office, immediately upon the dispatch of material from Zamil Steel factory. 16. Partial Shipments 16.1 On large jobs, it is the standard policy of Zamil Steel standard practice to make partial shipments When partial shipments are made, Zamil Steel will endeavor to ship erectable steel on a schedule that enables the erection process to proceed smoothly When partial shipments are requested and accepted by Zamil Steel, each shipment will be assigned a prorated value of the dispatched materials based upon the accepted terms of payment covering the total job value. 17. Customer Pick-Up Shipments 17.1 Zamil Steel does not permit customer for overseas shipments Zamil Steel prefers to make all overland shipments by contract carrier; however, the customer may pick-up the materia provided that the procedures noted in section 17.3 to 17.5 are observed The customer must obtain an assigned loading date and time from the Zamil Steel Order Management Department The customer must provide suitable trailers for loading by Zamil Steel. Zamil Steel cannot load closed van trailers and trailers with sidings The customer s driver must check and sign a receipt for the Zamil Steel materials Customers who are not familiar with Zamil Steel s customer pick-up procedures should request complete information from the responsible Zamil Steel Area Office. 18. Unloading of Material at Job Site for Overland Shipments (Supply Only Contacts) 18.1 Unloading of trucks at the job site is the sole responsibility of the customer. The customer is expected to provide suitable equipment for unloading the material. If a site is inaccessible or not ready to accept the material, another site for unloading must be provided by the customer The customer is solely responsible for the condition of the job site in terms of as the safety of the trucking company driver and the Zamil Steel material The customer is responsible for accurately checking the materials upon arrival and unloading. Any discrepancies must be indicated on the material dispatch note A receiving representative of the customer cannot refuse to accept an entire shipment because some portion of that shipment is damaged or missing. Damaged materials must be indicated on the material dispatch note and reported to the responsible Zamil Steel Area Office immediately. 19. Erection of Buildings (Supply Only Contracts) 12

16 19.1 The customer will be solely responsible for the quality of a erection of Zamil Steel building when the erection is not carried out by the Zamil Steel erection team. Zamil Steel assumes no liability for, and the customer will hold Zamil Steel harmless in connection with any defects in the erection of buildings or such defects as loose connections, missing parts, roof leaks, damaged sheets, omission of sealer, scratched surfaces, poor alignment, or inadequate drainage that are the result of the erection process The customer will permit Zamil Steel s personnel to inspect the erection work at any time during the erection process Although Zamil Steel appoints only competent contractors as Certified Builders, Zamil Steel is not responsible for the quality of erection provided by these builders. Zamil Steel Certified Builders are independent contractors who are certified by Zamil Steel on the basis of knowledge and experience in pre-engineered steel building erection and contracting practices. 20. Erection by Zamil Steel 20.1 The Zamil Steel erection team will undertake building erection only on a clear, leveled, compacted and unobstructed building foot print, with suitable uninterrupted access for unloading trucks and erection equipment. A 10 meter wide access must be provided around each building for cladding & accessories storage. The ground surface of all working areas must be suitably compacted to accommodate the use of forklifts or cranes Prior to the arrival of the Zamil Steel erection team on site, the anchor bolts must be accurately set by other personnels. All anchor bolts set in place must have the appropriate nuts and washers installed on cleaned threads The Zamil Steel erection team may check the position and level of the anchor bolts prior to the pouring of the concrete foundations. This does not absolve the contractor from his responsibility for accuracy. Any addional work or rework required due to misplacement of anchor bolts or faulty concrete will be the responsibility of the customer If erection is delayed due to the non-completion of civil works, or other causes, Zamil Steel will not be responsible for the deterioration of the primer paint, or the cleaning of the manufactured steel after delivery to site Zamil Steel will not be responsible for any cleaning of the steel columns or cladding after pouring of the concrete slab Zamil Steel will not be responsible for grouting under base plates after steel erection and alignment. The customer will be responsible for finalizing the grouting prior to applying the design loads including cladding Zamil Steel shall not be responsible for the repair of any damage to building components caused by others Any necessary repairs will be performed only upon receipt by the Zamil Stee erection team of written notification of acceptance of the charges, by the customer in the form of a Change Order Any deviation from these standard erection conditions will become subject to price review Zamil Steel reserves the right to subcontract part or all of its erection contract to qualified contractors who will execute the job professionally and in accordance with Zamil Steel s strict erection requirements. 21. Shortage of Materials 21.1 Whenever a material consignment is received on site by anyone other than the Zamil Steel erection team, the dated signature of the customer or his designated representative constitutes a formal acknowledgment of the correct receipt of the consignment as related to both quality and quantity. 13

17 21.2 It is the sole responsibility of the customer or his representative responsibility to check the materials before signing and dating Zamil Steel s material dispatch note to indicate acceptance Claims of shortages are only accepted by Zamil Steel if received in writing within seven (7) days of the date of the acceptance signature If, after receipt of such claims, Zamil Steel bills of materials and shipping lists are found to be correct, replacement material will be supplied only upon receipt written acceptance of the additional ex-works costs and delivery costs from the customer or his representative Zamil Steel is not responsible for any consequential claims or liabilities alleged to arise from losses or shortages. 22. Field Modifications 22.1 Minor field modifications and adjustments, in any pre-engineered building, are to be anticipated. Minor field work does not constitute grounds for chargebacks or refunds. This field work should be provided for within the contingency element of any construction estimate Only repairs due to major fabrication errors may be cause for filing a claim. Such repairs will only be undertaken with the consultation and consent of Zamil Steel. 23. Combined Shipments Zamil Steel is occasionally obliged to include a small quantity of material (perhaps a back-order or urgent material request) within a shipment destined for another customer in the same metropolitan area or territory. All customers stand to benefit from this mutual cooperation. 24. Storage 24.1 Zamil Steel shall store, free of charge in their open yards, any or all the materials for a contract for a period not exceeding 10 days from the scheduled dispatch date Should a customer delay dispatch of goods for a period exceeding 10 days after the originally scheduled dispatch date, STORAGE CHARGES will be levied by Zamil Steel, at the rate of 0.1% of the ex-works selling price (of the unshipped material) per day up to a maximum of 5% Zamil Steel shall not be held responsible for damage caused to the exposed steel after it has been stored longer than 10 days. Such damage may include deterioration of the paint coating. 25. Warranty 25.1 Zamil Steel warrants the materials it manufactures for a period of one year from the date of material dispatch. This warranty extends only to failure due to defective materials or workmanship, and covers only products that are utilized in the intended manner Zamil Steel warrants that the structure will support the loads described in Zamil Steel s drawings and contract when properly erected, as part of a complete structural system designed by Zamil Steel and made up only of parts made by Zamil Steel, provided that the structure is used in the manner and purpose for which it was designed No warranties are expressed or implied other than those described in these Terms and Conditions of Sale In the event of breach of warranty, the limit of any claim shall be the correction or replacement of defective materials and correction of defective workmanship.under no circumstances will Zamil Steel be responsible for consequential damages that are alleged to arise from any such claim of breach of warranty In the event of erection by Zamil Steel, 14

18 the building maintenance is warranted for 12 months from the date of provisional acceptance by the customer. 26. Force Majeure Zamil Steel shall not be held accountable for delays in material dispatch or delivery (after dispatch) resulting from circumstancesoutside its control, such as strikes, acts of war, revolution, riot or civil disturbance, trade sanctions or restrictions, occurrences of meteorological or geophysical nature, etc., to the extent that these affect transport, communications, manufacturing and/ or erection by Zamil Steel, its suppliers and its subcontractors. 27. Cancellation of Orders 27.1 In the event that a signed contract is cancelled by a customer, the greater of the following cancellation charges will apply: 10% of the total contract amount. All actual charges incurred by Zamil Steel (and its sub contrac tors / suppliers) up to the time of receipt of the notice of cancellation Cancellation charges are due immediately upon the receipt by Zamil Steel of the customer s notice of cancellation. 28. Governing Law & Dispute Resolution 28.1 This Agreement shall be governed by, and construed in accordance with the Laws of the Kingdom of Saudi Arabia Any dispute arising hereunder or from or in connection herewith shall be resolved amicably by discussion between the parties hereto, failing which the parties shall submit the matter in dispute to be finally settled pursuant to the Saudi Arbitration Regulations. The arbitration shall take place in Dammam, Saudi Arabia. No changes in these terms and conditions shall be allowed unless agreed to, in writing, by the General Manager of the Division at Zamil Steel Head Office in Dammam, Saudi Arabia. 15

19

20 Head Office: PO Box 877 Dammam Saudi Arabia Phone (966 13) Fax (966 13) Factories: Saudi Arabia, Ras Al Khaimah, Egypt, India, Vietnam 11 November 2015