PROFILES
RHF LLC
P O Box 656 - Sharjah -
United Arab Emirates
Tel: +971 6 5342222 - Fax: +971 6 5342000
E-Mail : profiles@profilesrhf.com
Web Site :http://www.profilesrhf.com
Subject: Authorized Builder
"PROFILES" CERTIFIED BUILDERS
PRE-QUALIFICATION REQUIREMENTS
To enroll in Profiles Buildership Program, Builder must:
1. Be a registered Contracting Company in the respective
district.
2. Have a minimum of one Engineer for site constructions.
3. Have a minimum of two erection teams with at least one
erection Supervisor.
4. Be dedicated to steel industry including at least one of the
following in-house capabilities:
..........a. Steel
erection (compulsory requirement).
...... ...b. Civil
Construction (Preferred) c. Other Trades including Electrical,
HVAC, Plumbing, Fire Fighting etc. ( Elective)
5. Quote on all inquiries referred to him by Profiles.
6. Not abuse Profile's name by delivering unacceptable quality
construction.
7. Apply Profiles unloading, stacking and erection written
procedures.
8. Avoid any structural rectification on Profiles steel at site
without Profile's prior written consent.
9. Print stationery, clearly indicating his commitment to
erection and building of Profiles structures.
10. Agree to train his staff at Profiles.
11. Attend Profiles seminars.
12. Enroll in Profiles advertising program.
13. Questionnaire 2153 & 1582 duly filled
"PROFILES"
CERTIFIED BUILDERS
INCENTIVES
1. Profiles will nominate the builder in every quotation
exposing his services and expanding his client base.
2. Builder will receive preferential treatment:
........................-
Faster Quotation
........................-
Faster Approval Drawings
........................-
Faster Delivery
3. Builder stature benefits from association with Profiles.
4. Builder will be entitled up to 90 days deferred payment on
orders without interest.
5. Builder will be entitled to:
............1%
Rebate / year on steel shipments exceeding (Dhs. 2,500,000/-)
............2%
Rebate / year on steel shipments exceeding (Dhs 5,000,000/-)
............2.5%
Rebate / year on steel shipments above (Dhs 7,500,000/-)
The rebate will be in form of credit on future steel orders.
CERTIFIED BUILDER AGREEMENT
This agreement made this 14 day of November 1995 by and between Profiles RHF Ltd., U.A.E. hereinafter called Profiles, and:
TECHNO STEEL
hereinafter called the Builder.
In consideration of the mutual agreements herein the parties hereto do hereby agree as follows:-
1. APPOINTMENT OF BUILDER:
Profiles hereby appoints the Builder as a Certified Builder, and the Builder does hereby accept such appointment and agree to act as such Certified Profiles Builder under the terms and conditions specified in this Agreement.
2. TERRITORY:
For the purpose of this Agreement the Territory is known as
DUBAI
It is agreed that Profiles may, at any time, reduce, enlarge or otherwise change said Territory by giving notice in writing of such change, designing same. Without otherwise affecting the terms of this Agreement.
3. SALES BY PROFILES:
Profiles is dedicated to a marketing program through its Certified Builder Organization and this Agreement is construed on an exclusive basis as to Builder who shall not directly or indirectly represent, engage in selling or attempting to sell pre engineered buildings manufactured by others and like or similar in character, or competitive in any way to Profiles products.
Profiles reserves the right, at its sole discretion, in the same Territory to certify other Builders, to appoint any agent, representative or distributor, and to make sales directly or through other; Profiles and others such as representatives, agents, distributors or those through whom such sales are made, shall not be liable to Builder by reason thereof.
4. PRICE AND TERMS:
A. All sales by Profiles shall be ex-works, at Profiles quoted prices. An incentive scheme annexed hereto shall apply to orders placed by, and payment made by the builder. Normal conditions of payment for all goods purchased shall be on the terms of 20% (twenty percent) down payment with order and on Irrevocable Letter of Credit, confirmed by a U.A.E. bank acceptable to Profiles, to cover the balance of the order.
B. Profiles reserves the right, prior to making any shipment, to require from Builder satisfactory security for performance of Builder's obligations. If Builder should hereafter fail to perform his obligations promptly to make payments when due under this or any other now or then existing contract between the parties, or if the credit of the Builder should hereafter become impaired or his financial condition be or become such that in Profile's sole judgment the credit provided to the Builder should be limited, curtailed or eliminated, Profiles shall have the right to obtain payment in advance of delivery of any additional shipment, uncompleted balance or new order and the entire purchase prices shall at once become due and payable and shall be paid by the Builder within ten days after notification by Profiles that it elects to declare the entire sums due and/or the credit facilities eliminated.
Appropriate service charges will be assessed for all overdue payments. In the event any account is placed in the hands of an attorney, or of collected by suit or other legal proceedings, Builder agrees to pay attorney's fees. No failure by Profiles to exercise any right occurring from default of the Builder shall impair Profile's rights in case of any subsequent default.
C. Profiles reserves the right to change its prices at any time, and agrees to notify the Builder of any price change. The Builder agrees to pay the new prices on any order which is received by Profiles after the date of the price change. It is understood that Profiles shall not be liable for any loss of any kind which is incurred by Builder as a result of a change in the price to Builder for Profiles products when change is made as outlined above.
D. All sales by Profiles shall be in accordance with Profile's General Conditions of Sale at that time.
5. OBLIGATIONS OF BUILDER:
Builder acknowledges that a part of the consideration to Profiles for the appointment of Builder is the agreement and commitment of Builder to sell Profiles products in a manner and to an extent satisfactory to Profiles. To achieve this objective, Builder affirmatively agrees:-
A. To energetically sell and promote the sale of Profiles
products.
B. To diligently follow up on inquiries from prospective
purchasers that may be referred to Builder by Profiles;
C. To send the proper employees to Profiles to training when
requested by Profiles;
D. To erect buildings in a good and workmanlike manner.
E. To assist Profile's personnel in the total overall
requirements as reasonable directed by Profiles, such as
residence permits, entry visas, sponsorship, driving licenses and
other governmental permits.
6. ASSISTANCE TO BUILDER:
A. Profiles agrees to co-operate with Builder in furnishing to Builder drawings, sales and engineering data and such other information as Profiles may be in a position to furnish which may be of assistance to Builder in the sale and promotion of Profiles products. Profiles agrees to make available to Builder, at no cost, a reasonable amount of Price Books. Technical Data Manuals and Advertising Bulletins, Mail Stuffers, etc.
B. Profiles further agrees to train Builder's personnel from time to time at places designated by Profiles in pricing, sales and erection techniques.
C. Profiles may refer to Builder prospective purchases of Profiles.
D. Technical representatives may be made available by Profiles to visit building sites during the construction period and especially during erection to advise on proper erection techniques and procedures.
E. Technical advisors may be made available by Profiles to Builder on large projects or special problem on an availability basis. Additional charges shall be quoted by Profiles at that time.
F. Profiles agrees, in any local newspaper advertising program it might plan for the Territory, to include Builder's name therein, provided Builder contributes to the cost of advertising and sales promotion as stipulated for in Clause (7) seven of this Agreement.
G. Profiles agrees to make available to Builder promotional gift items, signs, billboards, films, newspaper advertising material and layouts at reasonable cost.
7. ADVERTISING AND SALES PROMOTION:
Builder agrees to identify himself as a certified Profiles Builder and display in a prominent position at his place or places of business such signs as may be furnished or recommended by Profiles.
8. HANDLING AND SHIPMENT OF BUILDER'S ORDERS:
A. Orders shall be submitted in writing on such forms as Profiles may from time to time prescribe and shall indicate desired delivery date. No order received by Profiles will be binding upon Profiles until Profiles has issued, to the Builder, Profile's Order Confirmation. In the event of any difference between the provisions of the order from Builder and Profile's Order confirmation, the provisions of Profile's Order Confirmation shall prevail.
B. At the time of submitting each order, Builder shall furnish Profiles with his shipping instructions. Profiles agrees to use its best efforts to comply with the shipping instructions received from Builder but Profiles shall not be liable to Builder for direct or consequential damages arising from delays in processing, manufacturing or shipping of Builder's orders when caused by transportation difficulties, strikes or other labour disputes, weather, war, act of God, unavailability of material or other causes beyond Profile's control.
9. ERECTION OF BUILDING:
Upon completion of the erection of each building, Builder shall obtain from the customer, a signed completion certificate, which certificate shall be retained by Builder and a copy sent to Profiles. Profiles shall have the right to inspect from time to time all erection work being carried on by Builder or by others for the account of Builder. Profiles shall have no liability to Builder or any of Builder's customers for defective workmanship in the erection of Buildings including by way of description, but not by way of limitation, defects arising from loose connections, missing parts, roof leaks, damaged sheets, omission of sealer, scratched surfaces, poor alignment, inadequate drainage or defect arising out of materials furnished and/or installed by Builder or others. Builder agrees to indemnify and hold Profiles harmless from any and all claims which may or might be made against Profiles by any customer of Builder arising from or growing out of defects in the erection of any building erected by or under the direction of, or for the account of the Builder.
10. WARRANTIES:
All products fabricated by Profiles are warranted against failure due to defective material or workmanship for a period of one year from date of shipment. Profile's liability under this warranty shall be limited to furnishing, (but not dismantling and installing) necessary replacement material F.O.B. in lieu of all other warranties express or implied and there are no Warranties, Representations or Conditions of any kind, express or implied including NO WARRANTY OF MERCHANTABILITY, beyond those stated herein. Warranties on color coated panels, roof warranties and additional warranties on buildings may be purchased by Builder and if purchased, shall be as stated in the Warranty Certificate so purchased. Warranties of other items or products not manufactured by Profiles, but furnished by Profiles as part of the overall sale, shall be limited to the warranty so published by each subject manufacturer, if any.
11. RELATIONSHIP OF THE PARTIES:
Nothing herein shall be deemed to constitute Builder an agent of Profiles and the relationship between the parties shall be that of independent contractor. Builder shall have no right or authority to incur or create any obligation, express or implied, on behalf of Profiles or to make or enter into any form of agreement binding upon Profiles.
12. TRADE NAMES AND TRADE MARKS:
A. Builder agrees that he will not use as a part of his name "Profiles", or any derivative thereof or any term similar in sound or appearance thereto. Builder shall, however, identify himself as a Certified Builder of Profiles Products (but not as an agent of Profiles) through display of the Profiles name at Builder's place of business, on Builder's stationery and on Builder's advertising media. Builder shall not list Builder's name or telephone number in any telephone directory or other directory or printed matter solely under the name "Profiles RHF Ltd.," or any similar name without identifying and revealing that Builder is a Certified Builder of Profiles products.
B. Builder agrees that he will not use any of Profile's trade marks or other marks similar in sound or appearance thereto as a part of his name and to the extent that Profiles grants in writing permission to the use of any such trademarks, the same are to be used only in connection with products placed in the hands of the Builder by Profiles pursuant to this Agreement.
C. Builder agrees, immediately upon the termination or expiration of this Agreement, to discontinue use of any Profiles trademarks previously permitted to have been used, to remove, cancel and/or cease to display all references to Profiles and Profiles Building Systems in Builder's signs, stationery, directory listing and advertising material and to otherwise take such action as may be necessary to requisite to evidence the discontinuation of Builder's status as Profile's Certified Builder.
13. REPORTS AND RECORDS:
Builder agrees to keep his books, records and accounts in accordance with generally accepted principles. Builder further agrees to furnish Profiles with one copy of each quotation Builder makes, and these shall be sent to Profiles - U.A.E. on a weekly basis.
14. TERMS OF AGREEMENT:
This Agreement shall become effective on the day and year first above written and shall remain in force until December 31 of the same year. This Agreement may be renewed in writing for one Gregorian calendar year. This Agreement may be terminated at the option of either party, with or without cause upon 60 days prior written notice sent to the other party setting forth the intention to terminate this Agreement.
Without prejudice to any remedies which Profiles may have against Builder for the breach or non-performance of this Agreement, Profiles will have the right to terminate immediately this Agreement by giving notice to such effect to Builder, which notice shall specify which of the following reasons are relied upon by Profiles as a basis of such immediate termination.
A. On the Builder committing a breach of any of his obligations towards Profiles.
B. In the event of failure of Builder to pay when due any sums owing to Profiles.
C. In the event of insolvency or bankruptcy of Builder.
D. In the event of a substantial change in the ownership of Builder's business.
E. If the Builder's promotion and sales promotion of Profile's products, shall in the opinion of Profiles be considered insufficient for Profiles.
F. In the event of death or permanent disablement of Builder.
G. If the Builder fails for two consecutive years, to attain the threshold volume of sales agreed to between Profiles and the Builder, in the Builder's marketing plan for the year, the Agreement may be terminated by Profiles.
H. If Builder, directly or indirectly, represents or engages in selling or attempting to sell any products manufactured by others and like or similar in character, or competitive in any way to Profiles products.
It is clearly agreed between Profiles and Builder that no indemnity of whatsoever form or source could be claimed by Builder upon expiration or termination of the Agreement or for any of the reasons stated in this clause and Builder does hereby irrevocably waive all his rights to claim for such indemnity or to undertake in this respect any remedy against Profiles.
15. EMPLOYMENT BY EITHER PARTY OF THE OTHER'S PERSONNEL:
Builder and Profiles agree not to offer employment or imply an offer of employment to either parties personnel unless he has approval in writing from the other. Further, either party agrees to advise the other immediately if they are approached by the other's employees for employment.
16. OBLIGATIONS OF THE PARTIES UPON EXPIRATION OR TERMINATION OF THIS AGREEMENT:
A. Upon expiration or termination of this Agreement Builder agrees to return immediately to Profiles all advertising materials then on hand relating to Profiles or Profiles products, all samples and other items supplied by Profiles to Builder.
B. It is recognized by each of the parties that the Profiles Sales Manual, Advertising Manual, Builder Price Book, Erection Manual, and Manual of Standard Building, Designs constitute valuable trade secrets of Profiles, and upon expiration or termination of this Agreement. Builder agrees to promptly redeliver such material to Profiles, or its designated representative.
C. Profiles shall have the right to withhold payment of any amounts owing by it to Builder following expiration or termination of Agreement until such time as all required material is returned to Profiles.
17 CONTROLLING LAW:
This Agreement shall be construed and enforced in accordance with and under the laws of the United Arab Emirates. Both parties agree that the U.A.E. courts shall be competent to hear and resolve any dispute arising out or in connection with this Agreement. Despite the foregoing or any other future understanding or agreement wherever it is provided for, Profiles shall also have the right to take legal action before the courts of the Builder's place of business.
18. GENERAL PROVISIONS:
A. This agreement embodies the entire agreement between the parties and supersedes all previous agreements and understandings, verbal or otherwise. There are no representations, either oral or written other than those set forth herein.
B. The failure of either party at any time to require performance by the other party of any provision in this Agreement shall not constitute a waiver of the provision in itself, nor affect the full right to require such performance at any time thereafter, nor shall the waiver by either party of any breach of any provision hereof constitute a waiver of any subsequent breach of the same or any other provision.
C. Profiles may make changes from time to time in Profile's product lines by discontinuing, altering or modifying any or all of the products included therein and by adding new and additional products thereto. Profiles will endeavor to give prompt notice of all such changes to Builder. Under no circumstances shall Profiles be liable to Builder for special or consequential damages by reason of the discontinuance of any product line.
19. ALTERATIONS TO THE AGREEMENT:
No alteration of, addition to, or deletion of any portion of this Agreement shall be valid or binding upon Profiles or Builder unless it is expressly declared to be a modification of this Agreement and is approved in writing by authorized executives of each party hereto.
20. NOTICE:
Notice of any matter shall be deemed properly served if sent by registered post or by other means whereby receipt is recorded including fax to the following respective addresses:
If to Profiles:
Profiles RHF Ltd.,
P.O. Box No. 656, Sharjah, United Arab Emirates.
Phone: 06-342222 Fax: 06-342000
If to Builder:
TECHNO STEEL
P o Box 21687 - Dubai
Phone: 04-699059 Fax:626307
In case of change of address by either party hereto, written notice of that change should be given to the other party in the manner above provided.
This agreement is executed in U.A.E. in two original copies, one for each of the parties hereto.
Certified Builder ..........................................................................Profiles RHF Ltd., U.A.E.
......Signature ............................................................................................Signature
......Name................................................................................................ Name
......Title.................................................................................................. Title