Procurement

I. Terms and Conditions of Supplier Registration/Pre-qualification

By completing and submitting the supplier registration/pre-qualification application form, the supplier is deemed to have read, understood and accepted to be bound by the following terms and conditions including, without limitation, to flydubai's Terms and Conditions of Purchase, which are listed below (hereinafter collectively referred to as the "T&Cs"):-

1. The Registration/Pre-Qualification

(a) The supplier is not considered as one of flydubai's registered/pre-qualified suppliers unless a written confirmation of approval is received by the supplier, subsequent to the submission of the supplier's application and all necessary information requested therein (hereinafter referred to as "Registration").

(b) Where the supplier's Application is rejected or the supplier's Registration as approved supplier is cancelled (as the case may be), flydubai will not be obliged to provide any reason(s) thereof.

(c) Without prejudice to the foregoing, flydubai may reject the supplier's Application or cancel the supplier's Registration if flydubai discovers all or any part(s) of the Information submitted by the supplier is false, incomplete, inaccurate or for such other reason(s) as flydubai shall deem fit at its absolute discretion, including but not limited to non-compliance with the T&Cs.

(d) The Registration and the subsequent access to flydubai's supplier portal is for the sole and exclusive use by the supplier and not assignable or transferable under any circumstances whatsoever.

(e) It is flydubai's contracting policy to only engage supplier's willing to comply with flydubai's T&C's, including any specific terms and conditions prescribed for a particular Request For Quotation (RFQ)/Request For Proposal (RFP) issued from time to time. As a registered supplier, the supplier shall be invited to submit quotations/proposals and provided the opportunity to review and price for the risks and/or costs associated with complying with such terms and conditions. In the event of any inconsistency between the T&C's and the terms and conditions of a particular RFQ/RFP, the terms and conditions of the RFQ/RFP in question shall prevail. Non-compliant quotations/proposals will be rejected and registered suppliers submitting non-compliant quotations on at least 3 separate instances will be removed from the approved suppliers list.

(f) The supplier's successful registration does not bind flydubai to necessarily issue a RFQ/RFP or award any contract for services or materials or to reimburse any costs incurred by the supplier in the preparation and submission of the supplier quotation/proposal in response to a RFQ/RFP

2. Warranties and Representations

(a) Any supplier intending to register with flydubai represents and warrants that:

i. It has the capacity and the ability to provide the Information via this Registration and that the supplier possesses the requisite licence(s) and approval(s) in order to execute, deliver and perform its obligations in accordance with flydubai's standard T&Cs;

ii. All Information provided is up-to-date as at the date of submission and is true, current, complete, correct, accurate, does not cause any ambiguity and is not misleading; and

iii. It acknowledges and agrees to let flydubai disclose the Information to its Affiliates at such times and for such purposes as flydubai shall deem fit in its absolute discretion.

(b) Submission of the supplier's application and information and its subsequent approval as a registered supplier (the Registration) is solely for the purpose of including the supplier in flydubai's approved suppliers database and shall NOT at any time be construed, read or interpreted that flydubai in any way, shape or form warrants and/or represents to any supplier:

i. it shall be invited for every RFQ/RFP issued by flydubai;

ii. flydubai shall purchase any goods, products or request for any services from the registered supplier; or

iii. flydubai shall enter or be bound to any other form of contract or arrangement with a registered supplier;

3. Information and Confidentiality

(a) Both parties (flydubai & the supplier) undertake that neither party, at any time, shall not disclose to any person information which the disclosing party identifies as being proprietary and/or confidential or that by the nature of the circumstances surrounding the disclosure, ought to be treated as proprietary and/or confidential (including, without limitation to data and particulars of the company, firm or person with which the disclosing party may be in commercial or technical cooperation or association, data of the disclosing party's guests and customers, its operations and activities, financial standing, profile, claims or actions for or against the disclosing party, its future plans, developments or expansion) (hereinafter collectively known as "Confidential Information").

(b) Each Party may disclose the other Party's confidential information:

i. to its employees, officers, representatives or advisers who need to know such information for the purposes of carrying out its obligations resulting from any contractual relationship ensuing from this Registration. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party's confidential information comply with the requirements of this Confidentiality clause; and

ii. as may be required by law, court order or any governmental or regulatory authority of competent jurisdiction.

(c) Neither party shall use the other party's Confidential Information for any purpose other than to perform its obligations under an ensuing contract or from this Registration.

II. Online Supplier Pre-Qualification/Registration Checklist

Please ensure the readiness of the following documents before proceeding with the registration process:

• Company Profile
• Trade License
• Chamber of Commerce Membership Certificate
• Quality certificates and achievements (if any)
• Product catalogues and brochures
• Contact information of 3-4 of the supplier current customers including the contact person for reference checks by flydubai
• Copy of audited financial balance sheet and P/L Statement for atleast 3 years

Please note that the documents above must be in softcopy and ready to be uploaded to our Online Supplier Registration System as the supporting documents for information provided by the supplier.

All pre-qualified/registered Suppliers are required to provide goods and services in accordance with flydubai's standard terms and conditions, issued along with the relevant RFQ/RFP from time to time.

III. Confirmation of Registration

Upon the submission of the supplier registration application, the supplier will receive a registration confirmation receipt by email. The supplier application will be routed through flydubai's Supplier Prequalification process for review and approval. Approved applicants will receive another email confirming their Registration.

Your application for Pre-qualification/Registration constitutes your acceptance of all of the above.

The Procurement Department:

• manages the procurement process on behalf of all user departments
• sources materials and services and negotiates the best possible terms & conditions on behalf of user departments
• utilizes the user department inputs for the evaluation and negotiation of supplier proposals
• leverages the 'buying power' of flydubai
• is the primary point of contact for communication with vendors for all commercial matters
• ensures fair, transparent and unbiased sourcing, evaluation and selection of suppliers
• maintains traceable records of all procurement transactions for future audits

The entire procurement process, commencing with the sourcing of requested goods and services and culminating with the invoicing of the delivered goods and services is administered by the Procurement Department, in liaison with the user department requesting the goods and/or services.

The approved procurement policy and procedures applies to and binds all chiefs, directors, managers and employees of the organization in any situation where they are involved in a purchasing process, whether as requisitoners or specifiers, purchasers, negotiators or approvers of purchase requests and payment. 'Purchasing' includes all procurement activities including leasing and hiring, and may, where appropriate, include other activities accompanying the life cycle of goods (or service contracts) and the end-of-life disposal of goods which have been procured (whether or not they remain in our ownership). Adherence to the policy is both an individual and a corporate responsibility. Willful breach of the policy, or unauthorised departure from the procedures derived from the policy, may constitute a disciplinary offence.

flydubai's policy commits the organization, and every individual involved in purchasing and supply management processes within the organization, to use their best endeavours to ensure that our purchasing and contracting activities are:

• legal
• accountable and auditable
• ethically, environmentally and socially responsible
• economically effective
• conducive to maintaining the organization's ability to exploit appropriate technological, commercial and organizational developments as they arise
• capable of identifying, minimizing and managing risks that may threaten the supply chain or the wider organization
• open to continuous improvement and development, in particular by the training, development and support of staff.

flydubai's procurement department strives to exhibit the highest ethical standards, and in turn insists on adherence to ethical standards from its suppliers and all stakeholders involved in the purchasing process. flydubai not only strives to be fair and above board in its dealings, but avoids any conduct which is capable of having an adverse interpretation put on it.

Any improper approaches, whether in the form of inducements or threats, must be reported, even if they are sufficiently ambiguous to allow for an innocent interpretation. All flydubai employees, when undertaking any procurement activity are bound by flydubai's code of conduct and the procurement code of ethics.

The following points are particularly noteworthy:

Gifts, hospitality and other inducements

No employee of flydubai, engaged in the procurement of goods or services, may solicit or receive any gift or other consideration from any person or body with whom they deal as part of their official duties as inducement or reward for doing or refraining from doing anything, or showing any favour or disfavour to any person or firm, in their official capacity. Gifts and other considerations are automatically corrupt unless the individual can prove otherwise.

flydubai also requires all its employees to report in writing the fact that he or she, or any close relation, has a direct or indirect pecuniary interest in a contract to be awarded by flydubai..

Only gifts of small intrinsic value (pens, desk diaries and the like, not greater than AED 500) may be accepted from actual or potential suppliers. Gifts of real worth (valued at more than AED 500) must be reported and returned to the supplier. Suppliers who persist in making such offers shall be made aware that flydubai will cease to deal with them.

Invitations to visit user sites, attend specialist conferences, association annual dinners and the like as the guest of a supplier are treated with fair caution and require the approval of an appropriate approving authority in flydubai. All invitations by suppliers to sporting occasions and other functions with little or no business content are required to be reported to the procurement department and declined.

Conflicts of interest

When dealing with suppliers, potential conflicts of interest may arise. Spouses or other relatives of flydubai employees may be employed by the supplier company or personal friendships may develop over time. Such potential conflicts are required to be reported by the concerned employee to his immediate supervisor or head of department immediately. This would normally not prevent flydubai from trading with the supplier concerned, but the purchasing expenditure is handled by another employee who does not have any conflict of interest in the matter.

All flydubai employees are required to refrain from dealing with suppliers in their private affairs, particularly if this is likely to put them under some obligation to the supplier. Where such arrangements may be unavoidable, it is essential that they ensure they are not offered any sort of deal which is not commonly available, and which could be construed as a reward for actions taken in the course of their employment.

In the case of former flydubai employees working with potential suppliers, any competitive advantage they may have due to their inside knowledge of flydubai's operations is neutralized by the procurement department being the sole point of contact for such suppliers to ensure fair competition amongst all suppliers.

Anti-Competitive Behaviour

As and when flydubai becomes aware of supplier organizations apparently acting in concert to fix prices or divide up the share of business between them, flydubai takes all necessary steps, including, but not limited to, declaring the suppliers and their respective holding companies and subsidiaries 'blacklisted', either indefinitely or for a stated period of time, in order to stamp out such collusive practices.

All employees engaged in any aspect of purchasing of goods and services on behalf of flydubai shall abide by the Corporate Code of Conduct Policy and never use their authority for personal gain and shall seek to uphold and enhance the standing of flydubai by:

• Maintaining an unimpeachable standard of integrity in all their business relationships both inside and outside flydubai
• Fostering the highest possible standards of professional competence amongst those for whom they are responsible
• Optimizing the use of resources for which they are responsible to provide maximum benefit to their employer
• Complying both with the letter and the spirit of:
  • The law of the country in which they operate and with which they deal
  • All contractual obligations incurred by or on behalf of their employer
• Rejecting any business practice which might reasonably be deemed improper

In addition to the particular areas of focus with regards to ethical procurement, the following general guidelines are provided for all flydubai personnel to adhere to:

• It is essential that at all times we work towards getting "Best Value for Money" - this does not mean compromising quality but it does mean getting competitive quotes, being clear about the specification of products and services, and being mindful of the effect of the cost on our cost base.
• So as to maintain the best leverage across the supplier base it is vital that all competitive suppliers are given equal consideration throughout the procurement process up to the point of final decision. This will maximize the competitive spirit between them and will get flydubai the best results.
• At all times, especially when communicating with suppliers, maintain integrity and avoid intentional misrepresentation.
• It is in the best interests of flydubai, both in the short term during the selection and negotiation and the longer term relationship, to provide suppliers with accurate and all necessary information. Without this they cannot accurately understand our requirements and will therefore have trouble in packaging their products and pricing appropriately.
• One of the foundations for the relationship is complete transparency at all stages in the process. It is therefore important that all parties provide copies of relevant correspondence with suppliers,
• To ensure that we are able to maintain the best possible negotiation position, all staff must not tell (directly or by inference) any competing supplier that they are preferred. Again this can completely undermine flydubai's ability to get best value and in the long run can seriously hinder its ability to get best prices from the market.
• Maintain confidentiality, and never disclose confidential information without authorization, of any supplier provided information as this information is what sets them apart and gives them their competitive edge. If that confidentiality is broken, it may damage the Supplier in the market and thus undermine flydubai's relationship with that Supplier.
• In order to maintain professional and mutually profitable relationships with suppliers, all staff must deal with all suppliers' enquiries professionally, promptly and efficiently. An equally efficient response can be expected in return.
• All staff must avoid all potential conflicts of interest and highlight any that do occur. So staff involved in any procurement transaction must avoid any activity in or outside the workplace that could be perceived as a potential conflict of interest.

All procurement activities at flydubai must fully respect and adhere to all applicable laws and executive regulations of the Emirate of Dubai and theUnited Arab Emirates.

While flydubai uses all possible means to minimize its costs, it will not be a party to the evasion of any value added taxes, customs duties or any other charges or fees levied under any law or regulation of the Government of Dubai and/or the Federal Government of UAE. Additionally, flydubai shall abide by, where relevant, international laws, agreements and treaties to which the Government of UAE is a party.

The Procurement Department will seek the advice of flydubai's Legal Department, whenever deemed necessary, to ensure its contracts are in compliance with all applicable laws and executive regulations of the Emirate of Dubai and the United Arab Emirates.

flydubai ensures all its procurement activity is conducted in a manner so as to allow any supplier having the necessary abilities to be of service to have a fair opportunity to secure its business. Furthermore, flydubai makes all reasonable efforts to ensure that its procedures do not place unnecessary obstacles in the way of local, small or new organizations.

flydubai avoids using suppliers, at home or overseas, that exploit child or sweated labour, that disregard basic health and safety provisions, that 'pirate' the intellectual property of others, or that willfully and avoidably damage the environment.

With regards to the environment, flydubai's procurement choices favour products and services showing clear environmental advantages unless there are significant reasons for not doing so.

flydubai displays responsibility towards it suppliers by working with them to improve their performance and to overcome any behavioral deficiencies, in order to meet flydubai's standards, wherever possible.

flydubai also has a responsibility towards the community within which it operates. Other things being equal, flydubai prefers to use local suppliers, as much as possible, and works with local businesses to improve their ability to meet its requirements.

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