1. Order Structure — Phased Approach
Purchase Orders issued under a phased framework proceed in three sequential stages: Phase 1 (Trial Units), Phase 2 (Acceptance & Initial Delivery), and Phase 3 (Volume Order), as designated on the PO face. Progression to the next phase is conditional on successful completion and written acceptance of the preceding phase. No obligation exists for Buyer to proceed to a subsequent phase absent such acceptance.
2. Regulatory Conditions Precedent
Each PO, and any obligation to pay or accept delivery under it, is conditional upon Buyer obtaining: (a) any No Objection Certificate (NOC) or import authorization required from Pakistani authorities, including the Ministry of Defence Production and, where applicable, the Pakistan Civil Aviation Authority (PCAA); (b) any End-Use Certificate or end-user undertaking required under Seller's export jurisdiction; and (c) any State Bank of Pakistan (SBP) approval required for the associated remittance or Letter of Credit. Seller confirms it holds all export licenses required under its own jurisdiction's law for the equipment and quantities ordered, and shall provide evidence upon request.
3. Pricing and Currency
Unit pricing is as stated in Seller's quotation referenced on the PO face and remains valid per the validity period stated in that quotation. Currency and any tiered/bulk pricing for volume quantities to be confirmed in writing prior to that phase.
4. Delivery Terms
Incoterm as stated on the PO face. Where CAF (Cost and Freight) applies, Seller arranges and pays freight to the named destination; risk transfers to Buyer upon loading at the port of origin, and Buyer is responsible for import clearance, duties, and inland transport to final destination. Buyer shall act as importer of record where required by applicable regulation.
5. Trials, Inspection, and Acceptance
Trial units are subject to a field trial protocol agreed in writing prior to shipment, including test conditions, performance benchmarks, and evaluation timeline. Buyer shall issue written acceptance or rejection within 15 business days of trial completion, unless otherwise agreed. Seller shall have an agreed cure period to remedy deficiencies before an order is terminated for that phase. All deliveries remain subject to Buyer's right of inspection upon arrival, with non-conforming goods subject to rejection, replacement, or refund per Section 7 (Warranty).
6. Payment Terms
Payment is made via irrevocable Letter of Credit, issued by a bank in Pakistan in favor of Seller, in tranches tied to order phases and milestones as specified on the PO face (e.g., percentage on LC opening, percentage on shipment against documents, percentage on Buyer's written acceptance). All payments are subject to Section 2 (Regulatory Conditions Precedent) and applicable SBP foreign exchange regulations.
7. Warranty and After-Sales Support
Seller warrants that delivered units conform to the specifications and quotation referenced on the applicable PO, and are free from material defects for 12 months from delivery, or Seller's standard warranty period if longer. Seller shall provide technical support and spare parts availability for defects reported within the warranty period.
8. Confidentiality
Both parties shall keep the terms of each PO, technical specifications, pricing, and related non-public business information confidential, save as required for regulatory compliance, government approval, or as otherwise agreed in writing.
9. Export Control and Compliance
Each party is responsible for compliance with export control, import, and procurement laws applicable in its own jurisdiction. Either party may suspend performance where it reasonably believes continued performance would breach applicable law, pending resolution.
10. Anti-Bribery and Anti-Corruption
Both parties represent that no payment, gift, or benefit has been or will be offered to any government official or third party to improperly influence any decision related to the approval, procurement, or performance of any Order.
11. Force Majeure
Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including government action, export/import restriction changes, or natural disaster, provided prompt written notice is given.
12. Governing Law and Dispute Resolution
To be confirmed with legal counsel — governing law and arbitration venue. Corporate Legal Firm: AFCO LLP Islamabad
13. Termination
Either party may terminate a PO upon written notice if: (a) the conditions precedent in Section 2 are not satisfied within an agreed period; (b) the other party is in material breach and fails to cure within an agreed cure period; or (c) continued performance would violate applicable law.
14. Entire Agreement and Amendment
Each PO, together with these Terms and any referenced annexures (technical specifications, quotation sheets, trial protocol), constitutes the entire agreement between the parties for that Order. Amendments must be in writing and signed by authorized representatives of both parties. Buyer may update these Terms from time to time; the version in effect at the time a PO is issued governs that PO.