General Purchase Conditions: Worldwide financing changes during the term of PO or PA, then Semco is entitled at its discretion to terminate the PO or PA with immediate effect. 15.3 Semco shall be entitled to assign rights of any kind in these GPCs, in the PO or PA, fully or partially to Semco’s Customers without the Suppliers consent. 16. INSURANCE 16.1 The Supplier shall be obliged to take out insurance cover, including general, public and product liability, cover with a minimum liability limit of the relevant industry standard and laws for personal injury and damage to property respectively. 16.2 The Supplier shall produce a copy of relevant insurance certificates on request by Semco. 16.3 Semco is in no way responsible for or cannot be made liable under any circumstances for any claims related to the insurance cover of the Supplier. 16.4 If a Third Party takes legal proceedings against Semco due to personal injury or damage to property caused by the delivered Goods and/or Services, the Supplier must immediately fully indemnify Semco against such damages to the extent that Semco is held liable towards a Third Party for any such damages. 16.5. For Offshore Deliveries a mutual waiver of subrogation is agreed and accepted by either Party and their respective insurance companies. 17. LIABILITY 17.1 Limitation of Liability for Offshore Delivery For the purpose of implementing a “knock-for-knock” liability between the Parties liability for Offshore Deliveries is stipulated as follows; 17.1.1 Supplier’s and Semco’s “Personnel” and “Assets”: The Parties shall mutually hold each other (including damages to their respective Sub-Suppliers and their sub-suppliers “Personnel” and “Assets”) harmless for and shall defend, protect, indemnify each other from and against any loss, claim, liability, demand, damages and costs whatsoever in respect of; (i) injury to or death of any of their own personnel (“Personnel”) and (ii) their own assets, Goods and Services, facilities, tools, equipment and/or personal belongings, owned, chartered, hired or leased by the relevant Party (“Assets”), which may arise in connection with the performance of the Delivery . 17.1.2 Regardless of article 17.1.1 any Goods, Services or Deliveries, assets or works belonging to a Third Party or to Semco which is in the custody of the Supplier shall remain the Supplier’s liability until acceptance of Delivery by Semco. Custody includes storing, transporting, lifting etc. by Supplier or his Sub-Supplier. 17.1.3 Sub-Supplier’s Offshore Liability: The Parties shall make their respective Sub-Suppliers sign supply contracts wherein the Sub-Suppliers and their subsuppliers declare in writing to mutually defend, protect, indemnify and hold harmless each other and the Parties and other sub-suppliers to a Party from and against any loss, claim, liability, demand, damages and costs whatsoever in respect of the Sub-Supplier’s and their sub-suppliers injury or death of their Personnel or property loss of their Assets. 17.1.4 Neither Party shall be liable to the other for any special, incidental, indirect or consequential loss or damage or for any loss of profits, loss of anticipated revenue, loss of interest, loss of use, loss of production, loss of contracts, loss of business opportunities, loss of customers, damage to reputation or for any financial or economic loss whatsoever under the GPC’s, PO or a PA. 17.1.5 The Parties aggregate, cumulative and maximum liability on any and all in writing agreed and/or implied claims, losses, liabilities, demands, damages, liquidated delay damages (if any) and/or any other costs, including legal fees and costs for any other advisor shall be limited to the Order Amount, except in the explicit case where a higher liability follows from Defects, Warranties, indemnities, environmental damages, applicable mandatory laws, rules on taxes and fiscal liability or where any damage is covered by insurance. 17.1.6 All liabilities, exclusions, obligations and indemnities given under this Article 17.1 shall apply regardless of cause and notwithstanding the negligence (excluding any wilful misconduct – and gross negligence in case of Supplier’s transportation, lifting or storage of Deliveries, assets or works of Semco or a Third Party) of the indemnified Party or any other entity or person. 17.2 Limitation of Liability for Onshore Delivery 17.2.1 Neither Party shall be liable to the other for any special, incidental, indirect or consequential loss or damage or for any loss of profits, loss of anticipated revenue, loss of interest, loss of use, loss of production, loss of contracts, loss of business opportunities, loss of customers, damage to reputation or for any financial or economic loss whatsoever under the GPC’s, PO or a PA. 17.2.2 The Parties aggregate, cumulative and maximum liability on any and all in writing agreed and/or implied claims, losses, liabilities, demands, damages, liquidated delay damages (if any) and/or any other costs, including legal fees and costs for any other advisor shall be limited to the Order Amount, except where a higher liability follows from Defects, Warranties, applicable mandatory laws, indemnities, environmental damages or rules on taxes and fiscal liability or where a damage is covered by insurance. 17.2.3 Indemnification Onshore Liability; The Supplier shall indemnify and hold harmless Semco from any and all liability following from claims, Defects, losses of any and all kinds, costs or any other liability following from the GPCs, PO or a PA and exhibits or schedules hereto. 18. FORCE MAJEURE 18.1 No Party shall be liable for not performing or performing with delay any of its rights and/or obligations under the terms of the PO or PA due to Force Majeure, and each Party shall pay for their own costs, fees, and similar expenditures due to any Force Majeure. 18.2 The Party who wishes to claim Force Majeure shall within 3 Days of the occurrence of the event of Force Majeure notify the other Party in writing hereof. 18.3 The Parties, without either Party owing any money or any financial compensation to each other, shall be able to annul the PO or PA through written notice to the other Party, if the fulfilment of the agreement is hindered for a period of more than 3 months by an event of Force Majeure. And in such a case, Semco may against payment in its absolute discretion take possession of Deliveries already made. 19. CODE OF CONDUCT AND ANTI-BRIBERY 19.1 The Supplier hereby commits itself to read and abide by Semco’s Code of Conduct (http://ipaper.ipapercms.dk/SemcoMaritime/HSEQ/Codeofconduct/) and Semco’s Anti-Corruption policy. 19.2 Non-compliance with this Code of Conduct and the Anti-Corruption Policy shall be considered a material breach of contract. 20. VARIATIONS 20.1 Semco is entitled to issue a Variation Order for the Deliveries. 20.2 Thereafter the Supplier shall within 3 Days after receipt of the Variation Order issue a Variation Order Request as a written document that details the time effect, the financial and any other effects of the Variation Order. 20.3 Semco shall either accept or reject such a Variation Order Request after a reasonable period of time from its receipt. If the Variation Order Request is accepted by Semco, the Delivery is made according to the amended PO issued by Semco to the Supplier. If the Variation Order Request is not accepted by Semco, the conditions of the Delivery are unchanged. 20.4 Supplier shall observe and be bound by the stipulated timeline. 21. SUSPENSION 21.1 Semco has the right to suspend (temporarily put on hold) Deliveries with the Supplier at any given time at its exclusive discretion during the project execution. Supplier shall receive and be reimbursed its costs in this respect, if the Supplier is not the root cause behind the suspension. If the Supplier is liable for a situation of suspension, then the Supplier is liable for any of Semco’s costs in connection with any such suspension. 22. TERMINATION 22.1 Semco is at any time entitled to terminate Deliveries, the PO or PA in whole or in part for Semco’s convenience with immediate effect. 22.2 Upon receipt of termination for convenience, the Supplier must immediately cease all work or sub-supply on any PO, PA or Order, and make the necessary arrangements to limit Semco´s loss as much as practically possible. 22.3 In case the Deliveries, PO or PA is terminated for convenience Semco must pay for Goods and/or Services already Delivered and/or rendered up and until the date of Semco’s termination, and must reimburse the Supplier’s fair and documented expenses and costs. This reimbursement will be full and final, and the Supplier will not be entitled to make any further claim against Semco. 22.4 In case the Deliveries, PO or PA is terminated by Semco due to the nonperformance or breach by the Supplier or its Sub-Suppliers, Semco will be entitled to pursue any legal remedies available under the PO or PA and the applicable laws, including the right to claim Semco’s documented losses or damages from the Supplier. 22.5 Provided the Supplier is declared bankrupt, opens up negotiations concerning consolidation or enters any other form of insolvency proceedings, or is unable to pay its creditors Semco shall be entitled to terminate the Deliveries, PO or PA for breach without prior notice and with immediate effect. 23. APPLICABLE LAW AND DISPUTE RESOLUTION 23.1 These GPCs are governed by and construed in accordance with the substantive law of the Country where the Semco contracting legal entity has its place of business, where this is in Denmark, England, Scotland, Norway, Australia or the USA. For all other countries than the above listed (even if a Semco legal entity has its place of business there) these GPCs are governed by English Law. The Parties are explicitly excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG) for the Delivery under these GPCs. 23.2. Any dispute or claim or liability arising out of, or in connection with these GPCs, PO, PA or the breach, termination or invalidity etc. thereof, shall be settled by arbitration in accordance with the ICC rules on arbitration. Place of arbitration is the capital of the country of the applicable laws. There shall be one arbitrator in case the claim is below or is USD 1 million and three arbitrators in any arbitration above USD 1million. The language in any arbitration shall be English. 23.3 Regardless of the above, Semco may at its own discretion choose to have any dispute settled by the Danish Arbitration courts in Copenhagen according to the Danish applicable law on Arbitration at the time of the dispute or to choose to have any dispute settled in the Civil Court of Denmark. Sem c o Mariti me Global General Purchas e Conditi ons 2015 v 3.docx 7.05.2015 Page 3 of 3
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