Terms and Conditions of Sale and Provision of Services:
Definitions
For the purposes of these Terms and Conditions, the “First Party” means Lawhat Al-Alwan Advertising Agency, the owner of the registered trademark “Claddors”, and the issuer of the quotation.
The “Second Party” means the customer, whether an individual or an entity, that has approved the quotation and requested the performance of the works.
The “Approved Quotation” means the quotation issued by the First Party and approved by the Second Party.
“Works” means all products, services, designs, manufacturing, printing, execution, supply, delivery, and installation specified in the Approved Quotation, according to the scope of each project.
“Business Day” means, for the purposes of these Terms and Conditions, any regular working day of the First Party, excluding Fridays and official public holidays in the Kingdom of Saudi Arabia, unless otherwise stated in the Approved Quotation.
“Agreement” means the Approved Quotation, these Terms and Conditions, any written appendices attached thereto, and any subsequent amendments agreed upon in writing by both Parties, all of which shall be read together as complementary to one another.
Design Terms:
Clause One
The design shall be prepared in accordance with the agreed requirements and approved specifications.
For projects that include manufacturing and installation, payment shall be subject to Clause (3.1) of these Terms and Conditions.
Independent design services, if any, shall be subject to the payment terms specified in the Approved Quotation.
Clause Two
The Second Party shall provide a sufficient description of the required design and provide drawings or models, if available.
The First Party shall comply with the description provided by the Second Party, including the agreed colors for each part.
Clause Three
1. If the First Party provides a design that does not conform to the description or specifications approved by the Second Party, the First Party shall make the necessary amendments to bring the design into conformity with what was agreed, at no additional cost.
2. If, after approving the design, the Second Party requests a material change to the design or specifications, or requests an alternative design, the First Party may specify an additional cost and additional time required for such change. No such change shall commence until approved by the Second Party.
3. Either party may suspend the performance of its obligations to the extent reasonably necessary if the other party commits a material breach that affects the continuation of the works, provided that the breaching party is notified and given a reasonable opportunity to remedy the breach, without prejudice to any rights available under these Terms and Conditions and applicable laws and regulations.
Clause Four
Intellectual property rights relating to the designs and materials used in the project shall be governed by the applicable laws and regulations of the Kingdom of Saudi Arabia.
Ownership and rights of use of any design prepared specifically for the Second Party shall be determined in accordance with what is agreed in writing in the Approved Quotation or agreement. No transfer of intellectual property rights shall extend beyond the scope expressly agreed in writing.
Clause Five:
After the Second Party has approved the final design and manufacturing has commenced, any amendment requested by the Second Party to the design, measurements, or specifications may result in an adjustment to the cost or execution period. Any such adjustment shall be communicated to and approved by the Second Party before the amendment is implemented.
This shall not affect the Second Party’s right to request the correction of any discrepancy between the completed works and the approved design or specifications.
Terms for the Production, Execution, Delivery, and Installation of Advertising Works:
1. Subject of the Agreement
1.1 At the request of the Second Party, the First Party shall perform the works and services specified in the Approved Quotation, including design, manufacturing, delivery, and installation, according to the project scope and agreed specifications.
1.2 The First Party shall perform the works in accordance with the Approved Quotation and the approved documents, designs, and specifications, which define the scope of work, requirements, cost, and execution period and form an integral part of these Terms and Conditions.
1.3 The work shall be considered complete upon acceptance of the completed Works by the Second Party or its authorized representative, or upon deemed receipt in accordance with Clause (8.5) of these Terms and Conditions.
2. Work Terms:
2.1 The First Party’s obligation to commence the Works shall begin upon conclusion of the Agreement and fulfillment of the payment requirements necessary to commence execution in accordance with the Approved Quotation and Clause (3.1), subject to the requirements for commencement of the execution period set out in Clause (2.2).
2.2 The execution period specified in the Approved Quotation shall commence after fulfillment of the payment requirements necessary to begin execution in accordance with Clause (3.1), completion of the site measurement, where required, approval by the Second Party of the final design, dimensions, and specifications, and fulfillment of the requirements necessary to commence execution.
Any period of delay resulting from the Second Party’s delay in providing information or approvals, providing access to the site, or obtaining permits and approvals falling within the Second Party’s responsibility shall not be counted as part of the execution period.
3. Cost of Work and Payment Procedures:
3.1 Unless the Approved Quotation provides for a different payment arrangement, an advance payment of fifty percent (50%) of the Agreement value shall be paid. For Works that include installation, the Second Party shall pay the remaining final payment upon commencement of the installation Works. For Works that do not include installation, the final payment shall be made prior to delivery, unless otherwise stated in the Approved Quotation.
The Agreement value shall remain fixed in relation to the approved scope of Works, specifications, and final dimensions.
If the Approved Quotation was prepared based on measurements, drawings, photographs, or information provided by the Second Party, the final dimensions shall be verified at the site before manufacturing begins.
If any material difference in the dimensions, specifications, or scope of Works is identified, any resulting adjustment shall be explained to and approved by the Second Party before manufacturing begins.
No additional Works or costs shall be carried out or charged without the Second Party’s prior approval.
3.2 The Second Party shall make payment in cash, by bank transfer in accordance with the applicable laws and regulations of the Kingdom of Saudi Arabia, or by electronic payment in accordance with the applicable terms and procedures governing the relevant payment method and proof of payment.
3.3. The Second Party’s payment obligations shall be deemed fulfilled as of the date the amount is received in the First Party’s bank account or received in cash in accordance with the First Party’s approved payment methods.
3.4 If the Second Party discovers any discrepancy between the completed works and the approved scope of work, specifications, or value, the Second Party shall notify the First Party within a reasonable period from the date of discovering such discrepancy, without prejudice to the Second Party’s rights relating to the warranty or defects that could not reasonably have been discovered upon acceptance.
3.5 If the completed works contain a material deviation from the approved specifications or scope of work, the Second Party may refuse to accept the affected portion of the works until such deviation has been corrected.
4. Rights and Obligations of the Parties:
4.1 The First Party shall:
4.1.1. Verify, with the participation of the Second Party where appropriate, the proper operation of the Works that require operation or testing after installation.
4.1.2 Rectify, at the First Party’s expense, deficiencies in the works that fall within the First Party’s responsibility, whether discovered upon acceptance or during the contractual warranty period.
Such deficiencies shall be rectified within a period not exceeding fourteen (14) Business Days from the date the relevant notice is received, unless the nature of the required rectification requires a longer period, in which case the Second Party shall be informed accordingly.
4.2 The Second Party shall:
4.2.1 The Second Party shall attend, or provide an authorized representative, whenever its presence is required for the performance of the relevant works and upon acceptance of the completed works.
4.2.2. Perform any other obligations applicable to the Second Party under the Approved Quotation and these Terms and Conditions.
5. Installation Date and Time
5.1 The date and time for the installation of Works that include installation within their scope shall be determined, and the Second Party shall be notified of the scheduled installation date and time at least one day in advance, unless otherwise agreed by the Parties.
The installation appointment shall be coordinated between the parties and may be brought forward or postponed by mutual agreement.
5.2 The First Party’s actual arrival time for installation may differ from the specified time by no more than two hours.
6. Changing the Installation Date:
6.1 The installation date may be changed at the request of the Second Party, provided that the Second Party notifies the First Party at least one day before the scheduled installation date, unless otherwise agreed by the parties.
6.2 If exceptional circumstances affect the ability to execute the order at the scheduled time, the First Party may request a change to the installation date, provided that the Second Party is notified accordingly. The new installation date shall be determined through coordination and mutual agreement between the parties.
6.3 The First Party shall not be considered in delay where the delay results from circumstances beyond its reasonable control that prevent or directly affect the performance of the works, including decisions or restrictions imposed by competent authorities, inability to access the site, weather conditions that prevent safe installation, or any event of force majeure under applicable laws and regulations.
The First Party shall notify the Second Party of the relevant circumstance whenever reasonably possible, and the execution period shall be extended to the extent corresponding to the duration and impact of such circumstance.
7. Preparatory Work by the Second Party:
7.1 The Second Party shall provide access to the installation site, prepare the site to the extent necessary for the performance of the works, and take appropriate precautions to protect its property during execution.
7.2 Scope of Electrical Connections
If the scope of the project includes an advertising sign or electrical works, the First Party’s Works shall include the related electrical connections within its scope, including lighting, wiring, transformers, and connections associated with the operation of the sign, in accordance with the specifications set out in the Approved Quotation.
The Works shall not include establishing a new electrical power source at the site, extending additional electrical lines, or installing or modifying the building’s electrical distribution boards or circuit breakers, unless expressly stated otherwise in the Approved Quotation.
7.3 Site Readiness
If the Works require an electrical power source, the Second Party shall provide a suitable and ready electrical power source at the site near the location where the Works are to be performed, unless otherwise stated in the Approved Quotation. The First Party shall be responsible only for the electrical works performed by it within the scope of its Works.
7.4 The Second Party shall be responsible for obtaining all licenses, permits, and approvals required for the execution and installation of the Works at the site, including, where applicable, approvals from the property owner, building or complex management, and competent authorities.
The quotation price does not include obtaining any license, permit, or approval unless expressly stated otherwise in the Approved Quotation.
The Second Party shall provide the required licenses, permits, and approvals before the scheduled execution or installation date. Any delay resulting from their unavailability shall not be considered a delay attributable to the First Party.
8. Acceptance Rules:
8.1. The First Party shall allow the Second Party, where reasonably possible depending on the nature of the Works, to inspect the product prior to delivery or installation, as applicable, in order to verify the design, specifications, and visible appearance.
8.2. Upon completion of the execution, delivery, or installation, as applicable to the nature of the Works, the Second Party shall be given the opportunity to inspect the appearance of the Works, the quality of execution, and their operation where applicable, and to raise any visible observations.
8.3 If the Second Party has any comments or observations regarding the Works, the quality of execution, or the installation, as applicable to the nature of the project, such comments or observations shall be documented upon receipt of the Works.
The First Party shall rectify, at its own expense, any deficiencies falling within its responsibility within a period not exceeding fourteen (14) Business Days from the date of receiving the relevant notice, unless the nature of the rectification requires a longer period, in which case the Second Party shall be informed accordingly.
8.4 The work shall be considered accepted after completion in accordance with the approved specifications and documents and after rectification of any material comments recorded upon acceptance.
8.5 If the Works have been completed and made available to the Second Party for inspection and receipt, and the Second Party does not provide any material comments within three (3) Business Days from being notified of completion, the Works shall be deemed received for completion purposes, without prejudice to the Second Party’s rights relating to the warranty or defects that were not apparent upon receipt.
9. Quality Warranty
9.1 The warranty period shall be twenty-four (24) months from the date of actual receipt of the Works or from the date on which receipt is deemed to have occurred in accordance with Clause (8.5), as applicable, unless the Approved Quotation specifies a different warranty period for the nature of a particular product or material, provided that this shall not prejudice any mandatory minimum period prescribed by applicable law, if any. The warranty shall cover defects falling within the responsibility of the First Party in accordance with the scope and specifications of the Approved Quotation.
9.2
During the warranty period, the First Party shall remedy defects covered by the warranty at no cost to the Second Party, after inspecting the defect and verifying that its cause is attributable to a defect in the materials, manufacturing, printing, execution, or installation included within the scope of the First Party’s Works, as applicable to the nature of the project.
9.3
The warranty shall not cover defects or malfunctions resulting from misuse, negligence, improper operation, tampering, modification, repair, maintenance, or installation carried out by a party other than the First Party.
The warranty shall also not cover defects or damage resulting from the electrical power source, electrical wiring, or electrical infrastructure outside the scope of the First Party’s Works, accidents, impacts, vandalism, severe weather conditions, natural disasters, or any other external factors not attributable to a defect in the materials, manufacturing, printing, execution, or installation performed by the First Party.
9.3.1 If any observation or defect appears in the Works after execution, the Second Party shall notify the First Party, keep the affected part in its existing condition to the extent reasonably possible, and provide the First Party with a reasonable opportunity to inspect it before it is dismantled, removed, cut, modified, or repaired by the Second Party or any third party. This shall not apply where urgent action is required for safety reasons or to prevent further damage, in which case the Second Party shall document the condition and notify the First Party without delay, whenever reasonably possible.
Comments or defects shall be addressed according to their nature and the affected part, while preserving unaffected parts whenever technically feasible. The existence of a comment or defect in one part of the Works shall not require re-execution of the entire Works unless full re-execution is technically necessary to remedy the defect covered by the warranty.
The warranty shall not cover any damage or loss proven to have resulted from the dismantling, removal, cutting, modification, or repair of the Works by the Second Party or any third party, to the extent attributable to such intervention, without prejudice to the Second Party’s right to have any other original defect covered by the warranty remedied.
9.4
Nothing in the warranty provisions shall prejudice any mandatory statutory rights granted to the Second Party under the applicable laws and regulations.
10. Responsibility of the Parties:
10.1 If the First Party fails to meet a final and approved contractual deadline, and the delay is attributable to the First Party and is not caused by a legitimate reason or a circumstance beyond its control under this agreement, the Second Party shall be entitled to agreed compensation for delay equal to zero point one percent (0.1%) of the value of the works affected by the delay for each day of delay, provided that the total agreed compensation for delay shall not exceed three percent (3%) of the value of such affected works.
No compensation shall apply to any period of delay resulting from the Second Party, delayed approvals or access to the site, changes to the design, measurements, or scope of work, failure to obtain licenses, permits, or site approvals falling within the Second Party’s responsibility, or any circumstance covered by Clause (6.3).
10.2 The compensation provided for in Clause (10.1) constitutes the agreed compensation for delay in performance only.
Payment of such compensation shall not relieve the First Party of its obligation to complete its contractual obligations, without prejudice to any mandatory rights provided under applicable laws and regulations.
11. Prohibition of Gratuities:
Neither party may accept or request any gratuity, gift, reward, or other benefit of any kind during the performance of this agreement.
The purpose of this clause is to promote integrity and ensure that services are provided in accordance with approved professional standards without being influenced by gratuities or personal benefits.
Any violation of this clause shall be handled in accordance with the parties’ applicable policies and applicable laws and regulations.
12. Termination of the Agreement:
12.1. The Second Party may terminate the agreement if the First Party commits a material breach of its obligations and fails to remedy such breach within a reasonable period after receiving written notice, or if a delay attributable to the First Party exceeds the agreed final completion date by more than ten (10) days without a legitimate reason or an agreed extension.
Upon termination, the financial rights and obligations of the parties shall be settled according to the works performed and materials actually provided, without prejudice to any rights available under applicable laws and regulations.
12.2. The First Party may suspend the works or request termination of the agreement if the Second Party commits a material breach, including failure to pay amounts when due, failure to provide access to the site, or failure to provide approvals required for the continuation of the works, and such breach continues after written notice has been given.
The First Party may also request termination if the Second Party causes the works to remain suspended for more than fifteen (15) days for reasons not attributable to the First Party.
12.3. Upon termination of the agreement, the value of works already performed and materials manufactured or specifically procured for the project up to the date of termination shall be settled in accordance with what has been approved and as permitted by applicable laws and regulations.
12.4.All notices of termination or suspension shall be made in writing and shall specify the reason for the termination or suspension and its effective date, subject to any period for remedying the breach provided under this agreement or required by applicable law.
12.5 Where the works or products are manufactured or prepared specifically according to the Second Party’s design, measurements, or specifications, and the First Party has commenced manufacturing or the purchase or preparation of project-specific materials following approval, then, upon a request for cancellation, the value of works performed and materials manufactured or specifically procured for the project up to the date of cancellation shall be settled.
This shall not prejudice the Second Party’s statutory rights in the event of a defect or failure of the works to conform to the approved specifications, or any other mandatory rights under applicable laws and regulations.
12.6 If the Agreement is concluded by electronic means and the E-Commerce Law applies to the relationship, the mandatory provisions, rights, and exceptions prescribed thereunder shall apply, including those relating to products manufactured at the consumer’s request or in accordance with specifications determined by the consumer.
13. Miscellaneous:
13.1 Approvals and consents relating to the performance of the Agreement shall be effective when made in a manner that can be evidenced.
Such approval or consent may be given by signature, written correspondence, email, or electronic means of communication, including text messages and voice messages, where it can be established that it was issued by the Second Party or its duly authorized representative, provided that this does not conflict with the applicable laws and regulations.
For amendments that result in a change to the price, scope of the Works, or material specifications, the Parties’ agreement thereto must be documented in writing before implementation of the amendment.
13.2. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the Kingdom of Saudi Arabia.
Any dispute arising out of or relating to this Agreement, its performance, interpretation, or warranty shall first be attempted to be settled amicably through negotiations between the Parties.
If an amicable settlement cannot be reached, the dispute shall be submitted to the competent judicial authority in the Kingdom of Saudi Arabia, unless the Parties agree in writing on another method of dispute resolution.
13.3 If either party changes its address or other relevant details, it shall notify the other party of such change within one week from the date of the change.
13.4 Customer-Provided Materials
The Second Party acknowledges that all images, logos, designs, artwork, files, and other materials provided by the Second Party to the First Party for the performance of the requested Works are either owned by the Second Party or that the Second Party has obtained all necessary rights, permissions, and licenses required for their use.
The Second Party shall be responsible for any claims or disputes relating to intellectual property rights to the extent that they arise from materials provided to the First Party, or which the Second Party requested to be used, without the necessary rights, permissions, or licenses. The Second Party shall compensate the First Party for any damages and costs for which the Second Party is proven to be responsible in accordance with the applicable laws and regulations.
13.5 Scope of Work and Order of Precedence
The Approved Quotation shall define the scope of work, materials, specifications, services, and measurements applicable to each project and shall form an integral part of these Terms and Conditions.
Any work, material, or service not included in the Approved Quotation shall not form part of the agreed scope unless agreed and approved by both parties.
In the event of any inconsistency between the project-specific terms or specifications contained in the Approved Quotation and the general provisions of these Terms and Conditions, the project-specific terms and specifications contained in the Approved Quotation shall prevail in relation to that project, without prejudice to applicable mandatory laws and statutory rights.
13.6 Language
These Terms and Conditions are issued in Arabic and English. In the event of any inconsistency or difference in interpretation between the two versions, the Arabic version shall prevail, unless otherwise agreed in writing by the Parties.
Thank you for your understanding, and we always look forward to providing you with the best possible service.