1.    Definitions: In this Work Order and these Conditions, the following capitalized words shall have the meanings assigned to them below:
a.    “First Party” means the person or firm named as such in the Work Order.
b.    “Conditions” means these terms and conditions.
c.    “Work Order” means the Work Order issued by the First Party, these Conditions, and such future documents as may be expressly described and incorporated herein.
d.    “Second Party” means the person or firm named as such in the Work Order.
e.    “Site” means the location to which the goods will be delivered and/or where the services will be performed.
f.    “Works” means the works and/or services that the Second Party has agreed to perform in accordance with the Work Order.
2.    The Second Party shall ensure that the performance of the Works complies with the specifications and requirements set out in the Work Order.
3.    The Second Party shall complete the Works within the time for completion prescribed in the Work Order. In the event of any delay to the Works for which the Second Party is not responsible (directly or indirectly), the First Party may determine and grant the Second Party an extension of time for completion. If the Second Party fails to complete the Works within the time prescribed or any extended time as may be granted by the First Party, the Second Party shall pay to the First Party a sum calculated at the rate per day as liquidated damages for each day or part thereof of delay in completion. (The Rate = 10% of the Work Order price + 10% of the total duration of the Works in days).
4.    Performance and/or Advance Payment Security: 
a.    If stated in the Work Order, the Second Party shall, within seven (7) calendar days from the date of the Work Order, submit a performance security and/or advance payment security in the form and amount prescribed in the Work Order.
b.    If any advance payment made to the Second Party has not been repaid to the First Party prior to the termination of the Work Order pursuant to Clause 7, the whole balance of the advance payment shall immediately become due and payable by the Second Party to the First Party within seven (7) calendar days of receipt of the termination notice. Without prejudice to any other methods of recovery, the First Party shall be entitled to encash the advance payment security to recover the amount due.
5.    Payment Terms:
a.    Time for submission of invoice shall be as stated in the Work Order, for the Works or part thereof that have been properly performed by the Second Party in accordance with the Work Order.
b.    Time for payment: Within the period prescribed in the Work Order from the date of receipt by the First Party of a correctly prepared and adequately supported invoice, the First Party shall pay the invoiced amount to the Second Party, subject to the Second Party having submitted the required performance and/or advance payment security (if applicable) and the documents referred to in Clause 5(e). Notwithstanding anything to the contrary, the First Party shall not be liable to pay any interest on delayed payments.
c.    The Second Party acknowledges and agrees that payment due under the Work Order may, at the First Party’s sole discretion, be made either by the First Party or by any affiliate company of the First Party. Payment made by any affiliate company shall be deemed payment by the First Party. The Second Party shall not make any claim arising from or connected with such payment, including any claim that the affiliate company is jointly or solely liable.
d.    The rates and prices set out in the Work Order are inclusive of all fees, charges, taxes, and duties levied by relevant authorities in the country where the Site is located and in any other countries where the goods are manufactured, including storage, customs clearance, transportation, insurance, overheads, and all other costs necessary for the performance of the Works.
e.    When submitting an invoice, the Second Party shall ensure that it includes the Work Order reference number and attaches the following documents:
i.    Copy of the signed Work Order.
ii.    Original Delivery Note signed by the First Party’s authorized representative confirming satisfactory delivery/performance in accordance with the Work Order.
iii.    Warranty/certificate of origin of the goods (if applicable).
6.    No adjustment to the rates and prices set out in the Work Order shall be made in respect of any rise or fall in the cost of labor, plant, materials, or any other matters affecting the cost of performance.
7.    Termination of Work Order: 
a.    The First Party shall have the right, by giving written notice to the Second Party, to terminate all or any part of the Works and/or this Work Order at any time for the following reasons:
i.    For the convenience of the First Party.
ii.    In the event of any default on the part of the Second Party; or
iii.    If the Second Party becomes bankrupt, enters into composition with its creditors, or if a winding-up order is made (except for purposes of amalgamation or reconstruction), or if a provisional liquidator, receiver, administrator, or manager is appointed.
b.    In the event of termination under this clause, the Second Party shall be entitled to payment only for that portion of the Works satisfactorily completed. Any additional costs incurred by the First Party as a result of the Second Party’s default shall be recoverable from the Second Party.
c.    Upon termination of the Works or any part thereof, the First Party shall not be liable for any loss, damage, cost, or expense of an indirect, special, or consequential nature, including but not limited to loss of profit or revenue.
d.    Any written notice terminating the Second Party’s engagement shall be effective without the need for further notice or any court order.
8.    The Second Party shall indemnify the First Party against all loss, damage, cost, and expense suffered by the First Party due to negligence by the Second Party, its employees, or agents arising from or related to the performance of this Work Order.
9.    The Second Party shall obtain and maintain, throughout the duration of this Work Order, all necessary insurances as required by law, including but not limited to: Workers’ Compensation Insurance. Public Liability Insurance covering property damage, personal injury, and/or death; and Professional Indemnity Insurance (if the Works include design services). The value of each insurance shall be sufficient to cover all risks associated with the performance of the Works.
10.    Copyright and all other intellectual property rights arising from or related to any design, drawing, or document produced by the Second Party in connection with the Works shall vest, upon creation, in the First Party.
11.    The Second Party shall maintain confidentiality and shall not disclose to any third party the existence or terms of this Work Order or any related discussions without the prior written consent of the First Party, which may be withheld at its sole discretion. The Second Party shall not publish or use any information, drawings, or photographs relating to the Works for advertising or marketing purposes without the First Party’s prior written approval. These confidentiality obligations shall survive expiry or termination of this Work Order.
12.    The governing language of this Work Order shall be English.
13.    This Work Order shall be governed by and construed in accordance with the laws, regulations, and customary practices prevailing in the State of Qatar.
14.    The First Party may, at any time, suspend the whole or any part of the Works by giving written notice to the Second Party stating the effective date of such suspension, without any additional cost to the First Party. The Second Party shall implement all instructions under such notice and take reasonable measures to safeguard the Works and minimize costs. During the suspension period, the Second Party shall remain responsible for protecting the Works. The Second Party shall immediately resume the Works upon receiving written notice of resumption from the First Party.
15.    This Work Order embodies the entire agreement between the First Party and the Second Party and supersedes all prior oral and written communications (including offers) between the parties in relation to its subject matter.
16.    No change, amendment, or modification to these Terms and Conditions shall be valid unless made in writing and signed by both the First Party and the Second Party.