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Banglalink Digital Communications Limited Printed at : 05-Feb-24 04:39 AM
Tiger's Den, House # 04, (SW)
Bir Uttam Mir Shawkat Sharak Purchase Order
Gulshan-1, Dhaka-1212, Bangladesh.
https://www.banglalink.net

AF
VAT Reg No: 000000036-0001

Supplier No : 13565 PO Number : BL/PO0006927 Ship To : Tigers' Den Extension

Name : Omega Exim Limited Revision : 0 Bill To : Tiger's Den
Address : 44F/6 M.O.D Castle West Panthapath Created By : H M Ratulur Rahman Requester : Reza, Md. Salim
Dhaka, 1215
Bangladesh PR # : BL/PR0004576 Confirm To : S.M.Shahriar Rejwan
PO Handover Date : Reference : Supply of Huawei OceanStor Dorado 6000 V6
Storage for SON/PSF Project

1
Line Item Code

TI-1003452

DR Description

Huawei OceanStor Dorado 6000 V6 Storage

(Twelve Million Nine Hundred Thousand Five Hundred Sixty Taka And Eight Paisa Only)

*Payment Term
All other terms and conditions will apply as per the contract
Quantity

1
UOM

UNIT
Unit Price (BDT)

12,000,521.00500
Total (BDT) :
Grand Total (BDT) :
Amount (BDT)

12,000,521.00
12,000,521.00
12,900,560.08
VAT

900,039.08
900,039.08
Agreed
Delivery Date
07-May-24

* All prices and amount on this order are expressed in (BDT)

* VAT & Taxes (if any) will be deducted as per Govn't rules & regulations. Original VAT Challan (MUSHAK 6.3) must be provided to Banglalink Tax Department within 2 working days of Goods or Service
Delivery with PO reference (if
applicable).
* Supplier needs to submit invoice/bill along with all necessary documents to Banglalink along with PO Copy. Payment instruments will be handed over in next available payment date after the end of credit
period.
* Any demurrage or penalty paid for supplier's fault will be deducted from their invoice.
* Penalty: 1% per day delay in delivery up to 20% of total PO value.
* If supplier fails to comply with the terms and conditions of this Purchase Order Banglalink Digital Communications Limited reserves the right to cancel it.
* Supplier Tax Identification Number: 19121043997 and VAT Registration Number: 124712164611.
* Warranty: Three (03) years.
* Payment: 100% invoice value will be paid within 30 days from invoice submission as per below milestones:
a) 50% payment will be made after HW delivery.
b) rest 50% payment will be made after HW installation and full go live.

( Procurement Approval )
KM Zakaria
Procurement and Supply Chain Director. 1

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BANGLALINK PURCHASE ORDER GENERAL TERMS AND CONDITIONS
This page contains the general terms and conditions
applicable to this purchase order ('Standard Terms of PO').
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BANGLALINK DIGITAL COMMUNICATIONS LTD.
('Banglalink/Company') intends to procure goods/equipment
and/or services (defined in front page) and accordingly invited
proposals from prospective vendors. The Supplier/Service Provider/
Business Partner (hereinafter referred as "BP") in response to the
aforesaid invitation submitted its proposal to Banglalink and based
on mutual discussion both parties agreed to procure or
supply/provide the Goods/Equipment and/or Services as mentioned
hereafter. Pursuant to the foregoing, this Purchase Order (PO) is
issued by Banglalink to the BP to procure the Goods/Equipment
and / or Services. Upon the PO being received via email from
Banglalink, the BP must send to Banglalink one copy of the PO
DR
signed by the authorized representative of the BP via email within 3
(three) working days from the date of PO is sent by the Banglalink.
This Standard Term of PO shall be deemed as accepted and
effective from the data of issue unless the BP has raised its
objection in writing to Banglalink by no later than 3 (three) working
days from the date of issuance of this PO.
Wherever the context so requires, both "Banglalink" and the "BP"
shall hereinafter be referred to in this PO individually as the "Party"
or collectively as the "Parties".
1. GENERAL SCOPE OF PO
1.1 This PO shall constitute a separate and distinct contract
between the parties. Agreement referred under Agreement
Reference No. on the face or front page of the PO shall take
precedence over this Standard Term of PO. If there is no such
agreement referred, this Standard Term of PO shall be binding on
the parties as a separate and distinct contract and shall take
precedence over all other prior written and oral communications
between the parties with respect to the subject matter of this PO. In
case of any conflict between this Standard Term of PO and the
terms written on the face or front page of the PO, the latter shall
take precedence.
1.2 Upon acceptance of the PO, the BP agrees to supply to
Banglalink the required Goods/Equipment and/or Services as
described in this PO.
2. TERM OF PO
2.1 Unless terminated earlier pursuant to Section 15, this PO shall
commence on the date of issuing by Banglalink to the BP ("Effective
Date") through email and shall continue in force for a period up to
the warranty obligation of BP against the supplied
Goods/Equipment and/or Services.
3. SCOPE OF SUPPLY AND/OR SERVICE
3.1 The Goods/Equipment and/or Services to be supplied under this
PO are described in front page(s) of this PO (together, the "Goods
and Services").
3.2 The BP shall not be entitled to subcontract the supply of Goods
and Services (in whole or in part) without the prior written consent of
Banglalink.
3.3 BP warrants that it shall deliver the Goods and Services in a
timely and professional manner following specification and scope
strictly to ensure the quality and to fit for the purpose, in
conformance with that level of care and skill ordinarily exercised by
other professionals in similar circumstances; and in compliance with
all applicable laws and regulations.
3.4 Banglalink shall provide such information and data to the BP on
an ongoing basis during the term of this PO as Banglalink
determines to be required by the BP for the performance of duty
under this PO.
3.5 The BP shall provide and exercise the reasonable care and
skills when delivering the goods and services in accordance with
the specifications and the quality levels provided in the relevant
tender document, agreement and PO, and in accordance with the
necessary criteria pursuant to the laws and regulations of
Bangladesh. The products shall be new, free from defects in
materials, production, design and construction and be manufactured
from new and sound materials and be free from any third party lien,
claim, title or interest.
4. DELIVERY AND ACCEPTANCE
4.1 The BP shall deliver the Goods and Services to Banglalink in
accordance with the terms of this PO as well as the agreement (if
any). The Goods and Services shall comply with all the
specifications communicated with the BP as well as the sample, if
any, approved by the Banglalink.
4.2 Delivery should be made within the delivery date and place
mentioned on this PO or other delivery schedule and place as
agreed between the parties in writing. Delivery shall be considered
as complete when the Goods and Service have been received by
Banglalink's authorized representative in writing. The delivery of the
Goods and Services shall be made by the BP at their own cost,
management and responsibility.
4.3 With each delivery, the BP shall submit all documents that are
specified in the tender/RFQ, bidding proposal and any other
documentation reasonably requested by Banglalink in order to
assist Banglalink in determining whether any delivery complied fully
with the respective agreement (if any) and this PO.
4.4 The Goods should be securely packed with standard packing
material so as to protect them against all normal risks including but
not limited to offshore and onshore transportation, clearing and
forwarding handling, storage, environmental hazards and
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necessary instruction shall be given by Supplier/BP in writing for
proper handling of the Goods.
4.5 It shall be the sole responsibility of the BP to ensure safe and
secure delivery of the Goods to the premises of Banglalink, or to
such address mentioned this PO, and shall obtain any necessary
insurance for the same (if applicable). Banglalink shall not be liable
for any loss or damage to the Goods for any reason whatsoever,
until such damage may be attributed to any fault or negligence on
part of Banglalink.
4.6 Goods and/or Services delivered pursuant to this PO shall be
subject to inspection by Banglalink. If Banglalink determines in its
sole discretion that any Goods and/or Services delivered under this
PO do not comply fully with any specification set forth in this PO
and/or in the applicable tendering/bidding document as agreed
between parties or otherwise fails to meet the warranties set forth
under this PO even after Goods Receive Note ('GRN") is issued,
then Banglalink may reject all or part of the delivery without
prejudice to any other rights of Banglalink granted under this PO
and/or in law.
4.7 Acceptance of all or part of the delivery, or payment therefore,
or the failure of Banglalink to notify the BP promptly, shall not waive
or affect the right of Banglalink to terminate all or part of the PO,
return all or part of the Goods delivered thereunder, and recover
damages upon BP's warranties, POs of indemnity or any other
remedies Banglalink may have. Notwithstanding the foregoing,
should it at any time appear to Banglalink that the BP will not be
able to comply with the obligations of the PO, then Banglalink may
terminate the PO without further obligation to BP.
5. PRICE, INVOICE AND PAYMENT
5.1 Unit price of the Goods and/or Services mentioned in this PO is
full and final price, which shall include all underlying services cost
and ancillary costs such as the cost of packaging as is necessary
for the safe handling of the material ordered during transport and
subsequent storage, required relevant insurance cost,
transportation costs or any other costs of the goods to the agreed
delivery point.
5.2 Price shall be inclusive of all underlying direct and indirect
taxes, other levies etc. if any required in the production goods or
rendering of services. The withholding taxes e.g. AIT etc. (except
VAT), applicable at the time of making payment to BP for the supply
of goods and services shall remain included in offered price and
PO. At the time of issuance of VAT Challan (Mushak-6.3), the BP
shall add VAT at rate applicable for the goods or services as per
VAT Law of Bangladesh. If there is any conflict regarding the rate
and applicability of withholding taxes including VAT, the BP shall be
responsible for obtaining
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BANGLALINK PURCHASE ORDER GENERAL TERMS AND CONDITIONS (continued)
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clarification from the appropriate wing of tax authorities. Unless
such clarification is obtained, the BP shall agree with Banglalink
regarding the rate and applicability of withholding taxes.
5.3 In case of any dispute regarding the invoice Banglalink
reserves the right to pay only the portion of the invoice which is
undisputed.
5.4 All invoices including but not limited to, shipping consignment,
delivery notes and correspondence must refer to the PO number.
5.5 Banglalink shall pay all undisputed amounts within the agreed
payment terms following receipt of the applicable invoice subject to
supply of Goods and Services by the BP in accordance with the
terms of this PO and respective agreement (if any). It is agreed by
DR
the Parties that Banglalink may withhold payment for any dispute or
discrepancy, which shall not constitute a default by Banglalink nor
grant any right to the BP to suspend the delivery of Goods and
Services under this PO. Statutory deductions at source e.g.
advanced income tax (AIT), VAT etc. shall be deducted from
payment, where applicable. The BP must submit certificate from
concerned authorities for any exception in this regard.
5.6 BP shall submit invoice(s) mentioning the PO number and
Goods Receive Note ("GRN") number in accordance with the
payment schedule and instructions specified in this PO and
respective agreement (if any) along with required documents
including VAT Challan (MUSHAK-6.3) through Banglalink E-
Invoicing Portal (https://www.banglalink.net/en/business-partner-
management). BP shall obtain sign & seal on the copy of that VAT
challan from Banglalink Tax Team before submitting any invoice
through E-Invoicing Portal and Original VAT challan shall be kept by
Banglalink. Banglalink shall not be liable to pay any interest for any
late payment. No invoice shall be paid unless such invoice includes
a sufficiently detailed description and breakdown of delivery of
Goods and Services and corresponding prices. All applicable (if
any) discounts shall be shown in the invoice
5.7 The BP shall submit "Electronic Fund Transfer (EFT)
authorization form" to Banglalink.
5.8 Except as specified in this PO, the BP shall receive no other
payment or reimbursement from Banglalink for or in connection with
the delivery of Goods and/or Services. In particular, BP will
comprehensively insure all insurable Goods as long as those
belongs to the BP's ownership and during the Warranty Period (if
any) and in case of any expense incurred due to any loss or
damage, including but not limited to loss or damage due to fire,
floods, riots environmental hazards and other natural calamities
during mentioned time period, shall be borne by the BP.
5.9 Any claim (whether for liquidated damages or other damages)
against the BP related to any PO issued by Banglalink may be set
off by Banglalink against the payment due under this PO to the BP.
5.10 The customs duties, VAT and other Taxes and cost of
transportation, cost of insurance or any other incidental charges, if
any required in connection with the delivery of imported goods, it
shall be borne by the BP.
5.11 If Banglalink reject Goods and/or Services pursuant to this PO,
it shall not be liable to pay any charges or costs of whatever nature
to the BP. In such case, Banglalink shall have the right to demand
replacement, repayment, reimbursement, set off, deduction as
provided above in Clause 5.6 from the BP who shall pay/act on
such demand immediately provided that Banglalink has given 10
(ten) days' prior written notice of its decision to reject such delivery
of Goods and Services to the BP stating the grounds for such
rejection.
6. LIQUIDATED DAMAGES (LD)
6.1 If there is any delay in the delivery of the Goods and/or
Services, then Banglalink reserves the right to impose LD at the
rate mentioned in this PO or relevant agreement (if any) and deduct
the same amount from the total invoice value. If the delivery is late
by more than 2 (two) weeks from the agreed delivery date, then
Banglalink shall have the right to refuse to accept delivery.
However, the delivery may be conditionally accepted with a
deduction up to 50% of the total invoice value.
7. DEFECTS, NOTICE OF DEFECTS AND REMEDIES
7.1 Defects: Goods and Services is deemed to be defective when
the specific performance of the Goods and Services does not
comply with the requirements of this PO or/and if found the Goods
unworthy to use/faulty/not fit for purpose of this PO. Banglalink shall
communicate the notice of defects in writing within 07 (seven)
working days after discovering the defect (even after goods/services
are received by Banglalink and GRN is issued) and shall specify a
timeframe and communicate to the BP within which the BP shall
remedy the defect.
7.2 Remedies: The BP shall remedy defects/replace the Goods
within the time specified in the notice of defect without incurring any
extra cost to the Banglalink, except any defects caused due to any
negligence by Banglalink. If the BP does not remedy the defects
within the specified time, Banglalink at its sole discretion (1) may
reject such delivery and shall not be liable to pay any fees/ charges
or costs of whatever nature to the BP, or (2) shall have the right to
deduct an appropriate amount from the bill submitted by the BP.
Banglalink reserves the right to reject good/services for latent
defects discovered after acceptance of the said goods/services and
issuance of GRN.
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7.3 Damages: Banglalink can claim damages for losses as a result
of breach of terms and conditions stipulated in this PO by the BP.
8. TITLE AND RISK
8.1 The title and risks in the Goods shall be transferred to
Banglalink unconditionally at the actual date of delivery and
regardless of payment of the price. The actual date of delivery shall
be determined and agreed upon by the parties within the delivery
date mentioned in this PO; on which date the goods must be
received by Banglalink.
9. CONFIDENTIALITY
9.1 BP shall treat all technical, commercial and/or other information,
data, documents, results, etc. received from Banglalink or otherwise
obtained for the necessity of this PO and in connection with the
negotiation or performance of this PO ("Information") as
confidential, except for Information which BP is able to demonstrate:
a) was already in the possession of the BP at the time it was
acquired from Banglalink;
b) is already generally available to the public, or subsequently
becomes so available without default on the part of the BP;
c) is received by the BP from a third party who did not acquire it
directly or indirectly from Banglalink in confidence; or
d) is developed by the BP, independently from the Information
disclosed.
9.2 Nothing in this Clause shall prevent the disclosure of those parts
of the Information which are required to be disclosed by law or court
order; provided however, that if BP is so required to disclose any
such Information, it shall provide Banglalink prompt written notice of
such requirement so that Banglalink may seek a protective order or
other appropriate remedy to prevent or limit such disclosure.
9.3 The BP acknowledges, agrees and provide consent that:
i) it may be necessary for Banglalink to disclose Confidential
Information of the BP to its Affiliates, including those based in other
countries;
ii) Banglalink or Affiliates of Banglalink may collect, process and
store the personal data of the employees of the BP.
For the purpose of this PO "Affiliates" means employees, directors,
contractors, service providers, professional advisors, or parent
company or affiliates of parent company of Banglalink, who need
access to the confidential Information for the purpose of this PO.
9.4 The BP undertakes that the Information shall be used
exclusively for the purposes of this PO.
9.5 After termination or expiry of this PO, the BP shall return to
Banglalink or, at Banglalink' option, shall destroy any documents
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BANGLALINK PURCHASE ORDER GENERAL TERMS AND CONDITIONS (continued)
and/or information provided by Banglalink as well as all copies of
and extracts from such documents.
9.6 The obligations set forth in this clause shall remain in effect at
all times.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Intellectual property rights shall include without limitation all
rights to and any interests in any patent, design, trade mark,
copyright, know-how, trade secret and any other proprietary right or
form of intellectual property (whether protectable by registration or
not) customer list, PO, specification, formula, device, drawing
programme, design, system, process, logo, mark or style
("Intellectual Property"). All Intellectual Property Rights provided to
the BP, if any, by and/or on behalf of Banglalink, in any form
whatsoever, which is owned by or licensed to Banglalink, shall
remain the property of Banglalink ("Banglalink Intellectual
Property"). The BP shall acquire no right, title or interest in the
Banglalink Intellectual Property as a result of its performance under
this PO.
10.2 Banglalink shall be the owner of, and shall be entitled
exclusively to use and commercially exploit at its sole discretion, all
Intellectual Property produced or developed by the BP or its
collaborators which are obtained as a result of activities in
pursuance of this PO ("Results").
11. INDEMNIFICATION
11.1 Where permitted by law, the BP agrees to indemnify, defend
and hold Banglalink (including all its affiliates, officers, directors,
employees, contractors and agents) harmless from and against any
and all claims, demands, causes of action, damages, liabilities,
losses, costs and expenses, including attorneys' fees (collectively,
the "Claims") to the extent arising out of, incident to, or resulting
from (i) the breach by BP of any of its warranties, representations,
covenants and obligations or (ii) the gross negligence or willful
misconduct of BP, except to the extent that such Claims were
caused by the breach of any of the warranties, representations,
covenants and obligations or gross negligence or willful misconduct
of Banglalink, or (iii) any claim of infringement by a third party of its
Intellectual Property Rights ("IPR") arising from the use of any of the
equipment and software supplied by the BP to Banglalink.
11.2 The BP warrants that it has appropriate and adequate
insurance to cover claims or damages for which it shall be liable
under the terms of this PO. Upon request of Banglalink, the BP shall
provide reasonable evidence of such insurance.
12. LIMITATION OF LIABILITY
12.1 Neither Party shall, in any event, regardless of the form of
claim, be liable for any indirect, special, punitive, exemplary,
speculative or consequential damages, irrespective of whether it
had advance notice of the possibility of any such damages.
12.2 Notwithstanding anything to the contrary elsewhere contained
in this PO, the maximum aggregate liability of Banglalink shall be
limited to the value of this PO, regardless of the form of claim.
13. COMPLIANCE WITH THE LAW AND BANGLALINK
GUIDELINES
13.1 In exercising its rights and performing its obligations under this
PO, the BP shall:
a) The BP shall comply with all applicable laws of Bangladesh
relevant to the performance of PO;
b) comply with the industry standards of Bangladesh where
applicable;
c) comply with all policies and guidelines provided to it by
Banglalink such as Compliance Provisions, Business Partner Code
of Conduct and any other guidelines or policies as specified in https:
//www.banglalink.net/en/business-partner-management , as
amended from time to time. In the event Banglalink issues
additional policies in relation to BP's activities under this PO,
Banglalink shall provide to the BP a copy thereof and the BP shall
duly comply with such policies thereafter. BP hereby confirms that it
has read and understood the above-mentioned policies and
guidelines; and
d) perform its obligations under this PO with high ethical and moral
business and personal integrity standards.
e) The BP is aware that Banglalink as a subsidiary of VEON Ltd.
(on top of the complying with the laws of Bangladesh) is subject
(inter alia) to and complies with the UK Bribery Act 2010 (the
"Bribery Act") and the US Foreign Corrupt Practices Act 1977
("FCPA") and international economic or trade sanctions or
restrictive measures adopted, administered, imposed or enforced
from time to time by the United Nations Security Council (the
Council as a whole and not its individual members); U.S.
Department of the Treasury, Office of Foreign Assets Control; the
European Union Council and/or Commission (the European Union
as a whole and not its individual member states); Her Majesty's
Treasury in the United Kingdom; and Ministry of Finance Japan
("Sanctions Laws") and applicable Anti Money Laundering laws .
The BP represents, warrants and undertakes that it, its employees,
subsidiaries other agents and any other person providing services
on its behalf, (a) have acted and will act in compliance with all
applicable (i) anti-bribery and corruption laws and regulations
including the Bribery Act and the FCPA; (ii) Sanctions Laws; and
(iii)anti-money laundering laws, (b) have in place systems and
controls as it deems appropriate in order to comply with all
applicable anti-bribery, corruption laws, anti-
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money laundering laws and regulations or Sanctions Laws (c) shall
render all reasonable assistance to Banglalink in order to enable
Banglalink to comply with all applicable Sanctions Laws, anti-money
laundering laws and anti-bribery and corruption laws and
regulations including informing Banglalink of any request by a third
party for payment of a bribe in connection with the PO.
14. RIGHT OF AUDIT
14.1 Banglalink shall have the right, at its cost, without any notice
during general office hours to audit the BP to ensure its compliance
with this PO, including compliance with Clause 14, and to confirm
all payments made by Banglalink. Banglalink may appoint an
auditor to perform an audit and, if so, the appointed auditor will be
subject to confidentiality obligations in relation to its review of the
BP's confidential Information. At the time of conducting an audit,
the BP will provide full cooperation and grant access to all relevant
documents, materials and facilities as reasonably required to the
context of this PO and/or agreement (if any). The BP's refusal or
obstruction to audit the BP's records shall be deemed to be a
material breach of this PO, and Banglalink shall have the right to
terminate this PO according to Clause 15.3.
15. TERMINATION
15.1 This PO may be terminated by Banglalink by giving prior
written notice to the BP of at least thirty (30) days.
15.2 Unless provided otherwise in this PO, either party may
terminate this PO immediately at any time by written notice if the
other party:
a) is in breach of any of its obligations under this PO and fails or is
unable to remedy such breach within thirty (30) days of receipt of
written notice specifying the breach; or
b) is or states that it is unable to pay its debts as they fall due,
enters into any scheme or arrangement or composition with, or
assignment for the benefit of all or any class of creditors, is wound
up or has a liquidator, provisional liquidator, receiver and manager
or statutory or other official manager appointed over all or any part
of its property.
15.3 Banglalink may terminate this PO immediately at any time
upon giving written notice if the BP is in breach of any of its
obligations under clause 14 and 15.
15.4 If this PO is terminated:
a) Banglalink shall have no further obligations under this PO.
Specifically, Banglalink shall not be liable to pay any fees or costs
incurred by the BP under this PO.
b) BP shall refund all advance and/or unutilized amounts paid by
Banglalink, if any, immediately within seven (07) days of termination
16. PUBLICITY
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BANGLALINK PURCHASE ORDER GENERAL TERMS AND CONDITIONS (continued)
16.1 Neither Party shall use, or authorize others to use, the name,
symbols, or marks of the other Party in any advertising or publicity
material or make any form of representation or statement with
regard to the performance of this PO which would constitute an
express or implied endorsement by the other Party of any Goods
and/or Services without that other Party's prior written approval.
17. REPRESENTATIONS AND WARRANTIES:
17.1 Each party hereby represents and warrants to the other party
that (a) the person executing this PO is authorized to execute this
PO; (b) this PO is legal and valid and the obligations binding upon
such party are enforceable by their terms; and (c) the execution,
delivery and performance of this PO does not conflict with any PO,
instrument or understanding, oral or written, to which such party
may be bound, nor violate any law or regulation of any court,
governmental body or administrative or other agency having
jurisdiction over it.
17.2 The BP warrants that it shall maintain during the term of this
PO, all necessary authorizations and permits as required for the
performance of its obligations under this PO from the competent
authorities.
17.3 The BP warrants that any software and/or other materials that
the BP may use in fulfilling its obligations under this PO (except for
any software or other materials provided by Banglalink, including,
but not limited to, functional requirements, screen designs, logos
and tag lines) do not and will not infringe any copyright, patent,
trade secret contract right or other third party right.
17.4 The BP warrants that the Goods and Services shall be fit and
available for the purpose defined in the tender/RFQ of Banglalink
and bidding proposal of BP.
17.5 The BP further warrants that if there is any specific warranty on
Goods delivered as per bidding proposal of BP and this PO, the
warranty shall apply to the all delivered Goods and Services and
any replacement part or to any enhancement as well. Further, the
BP ensures and warrants that all cost for replacement of any defect
of the Goods during warranty period shall be borne by the BP. If the
warranty period exists even after termination of this PO, the BP
shall ensure the replacement and service required to remedy the
Goods.
18. MISCELLANEOUS
18.1 Severability: If any provision or condition of the PO is
prohibited or rendered invalid or unenforceable, such prohibition,
invalidity or unenforceability shall not affect the validity or
enforceability of any other provisions and conditions of the PO and
the applicable governmental rule, regulation, order, or law shall
prevail.
- The clauses that shall survive after the expiry or termination of the
Contract are as follows: "Confidentiality", "Compliance with Laws",
"Intellectual Property Rights (IPR)", "Indemnification", "Limitation of
Liability" "Governing law", "Arbitration and Disputes Resolution",
"Publicity", "Representation and Warranties" and any other clauses
which explicitly indicate that those shall survive the termination of
the PO.
18.3 Assignment: Neither Party may assign its rights and
obligations under this PO without the other Party's prior written
consent, except that Banglalink may (a) assign its rights and
obligations under this PO or any part hereof to one or more of its
Affiliates; or (b) assign this PO in its entirety to a successor and all
or substantially all of its business or assets to which this PO relates.
Any permitted assignee shall assume all obligations of its assignor
under this PO (or related to the assigned portion in case of a partial
assignment). Any attempted assignment in contravention of the
foregoing shall be void. Subject to the terms of this PO, this PO
shall be binding upon and inure to the benefit of the parties and
their respective successors and permitted assigns.
18.4 Conflicting obligations: The Parties covenant and represent
that each of them has full right and authority to enter into this PO
and to accept all the obligations under this PO, that they have no
obligations with any third party which might be in conflict with their
obligations under this PO, and that they shall during the term of this
PO not enter into such obligations without the prior written consent
of the other party.
18.5 Governing Law: The PO shall be governed and construed in
accordance with the laws of Bangladesh.
18.6 Dispute Resolution: All disputes arising out of or in
connection with this PO shall be finally settled under the Rules of
Arbitration of the Bangladesh International Arbitration Centre (BIAC)
by an arbitration panel composed of 3 arbitrators in accordance
with the said Rules. Each Party shall appoint one arbitrator each
and both the arbitrator shall appoint the third arbitrator who shall
serve as chairman. The seat of arbitration shall be Dhaka,
Bangladesh. The arbitration shall be conducted in English. The
Parties shall continue to perform their obligations under the PO as
far as possible as if no dispute had arisen pending the final
settlement of any matter referred to arbitration.
18.7 Notices: Any notice required or authorized to be served
hereunder shall be properly served if delivered by hand, or sent by
registered or certified post or courier to the Party to be served at the
address specified in the front page of this PO by such Party for that
purpose.
18.8 Entire PO: This PO represents the entire PO and related
contract (if any) between the Parties relating to the subject matter
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of this PO, and supersedes all documents or verbal consents or
understandings (if any) given or made between the Parties prior to
the date of this PO. None of the terms of this PO may be amended
or modified except by an instrument in writing signed by authorized
representatives of the Parties. The terms and conditions of this PO
will take precedence over the terms of sale of Supplier unless
specifically waived by Banglalink in writing. Should there be a
contradiction between the terms expressed herein and the specific
term appearing on the face of the PO, the specific terms of PO
appearing on the face shall prevail. In the event of conflict between
these terms and conditions of this PO and the terms and conditions
of the agreement executed between the parties under which the
relevant POs are issued, the terms and conditions of the agreement
shall prevail.
18.9 Waivers: Neither Party shall be deemed to have waived its
rights under this PO unless such waiver is in writing and signed by
an authorized representative of such Party. However, such waiver
by one Party of a breach of any provision of this PO by the other
Party shall not be deemed to be a waiver of any subsequent or
continuing breach of such provision or of the breach of any other
provision of this PO by that other Party. Any delay or omission on
the part of any Party in the exercise of its strict rights hereunder
shall not impair those rights nor shall it constitute a renunciation or
waiver of those rights. All rights, remedies, undertakings, obligations
and POs contained in this PO shall be cumulative, and none of
them shall be a limitation of any other right, remedy, undertaking,
obligation, or PO of any of the parties.
18.10 Force Majeure: Neither Party shall be liable to the other
Party for any failure to perform any obligation on its part hereunder
to the extent that such failure is due to circumstances beyond its
control which it could not have avoided by the exercise of
reasonable diligence. The affected party shall however notify the
other Party as soon as practicable of the occurrence of any such
circumstance, and the Parties shall meet to consider what steps, if
any, can be taken to overcome any issues. If the force majeure
situation exists for a continuous period of 45 (forty-five) days, the
Parties shall mutually decide on the outcome (continuation or
termination) of this PO.
18.11 Relationship: In performing the PO, the BP is acting as an
independent contractor and not as employee or agent of Banglalink.
18.12 Third Party Rights: Under no circumstances shall Banglalink
be liable to pay to any third party other than the amounts stated in
this PO with respect to the Goods and Services to be provided
under this PO.
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