General Purchase Conditions: Worldwide 1. GENERALITIES AND DEFINITIONS 1. In these General Purchase Conditions (“GPC”) the following definitions are applicable: “Adverse Weather” means any weather or climatic condition that is not Force Majeure which prevents or delays performance or is a safety hazard. ”Confidential Information” means any and all information, knowhow and other data etc. protected by Intellectual Property Rights (before publication) or which by their mere nature are deemed confidential, or other proprietary information allowing for a competitive edge over competitors. “Days” shall mean calendar days where not specified otherwise. “Delivery” means Offshore Delivery of any Goods and/or Services or Onshore Delivery of any Goods and/or Services respectively and the delivery of any Goods and / or Services and includes Documents, by the Supplier to Semco at the place agreed in writing. “Defect” means any and all defective Goods or Services, or Deliveries being nonconformant to or not meeting specifications, Scope of Supply, or not being fit for their intended purpose during its design lifetime, Deliveries not meeting Warranties or Deliveries otherwise not in compliance with the GPCs, PO or PA. “Document” means all written materials necessary for the Goods and/or Services to be commercially exploited, including but not limited to drawings and technical documents. “Force Majeure” means only riots and civil commotion, strikes, lockout, wars or hostilities (declared or not), terrorist acts, flooding, storm, hurricane, explosion, epidemics, natural disasters, acts of God and any prohibition or restriction by any government or other legal authority, which affects Delivery. “Goods” means any and all products and/or materials of all kinds, including Documents purchased by Semco from a Supplier. “Intellectual Property Rights / IPR” means all copyright, design rights, trademarks, trade names, trade secrets, utility models, patents and any other intellectual property rights of a similar nature (whether or not registered). “Offshore Delivery” means all Deliveries for an oil or gas platform, rig or vessel. “Onshore Delivery” means all Deliveries not being Offshore Deliveries. “Order Amount” means all Purchase Prices referenced in any Purchase Order(s) and thus the total, accumulated and aggregated sum of each and every Purchase Price and increases/decreases hereof. “Purchase Price” means the individual purchase price(s) agreed between the Parties in writing for each mentioned or purchased Goods and/or Services. “Party or Parties” mean Semco and the Supplier or Suppliers individually or collectively. “Purchase Order” or “PO” means a written order for Goods and/or Services specifying inter alia (i) quantity, (ii) price, (iii) time and (iv) place of Delivery. “Purchase Agreement” or “PA” means a separate written agreement, signed between Semco and the Supplier and appendices thereof. “Semco” means as applicable Semco Maritime A/S, its subsidiaries or other group companies under direct or indirect control by Semco Maritime A/S by votes, share capital, financially and/or otherwise. Where nothing is specifically stated “Semco” means only the specific legal entity that has issued a PO or PA or which is doing business with the Supplier. “Scope of Supply” means any and all Goods and/or Services to be delivered. “Services” means any performed workmanship. “Sub-Supplier” means a sub-supplier to either the Supplier or Semco. “Supplier” means the Supplier, its group companies under common control with the Supplier by vote and/or by share capital, financially, directly or indirectly and/or otherwise by the ultimate mother company controlling the Supplier, all subsidiaries of the Supplier and/or affiliates hereof or part of the group of companies meaning under common control with the Supplier, and/or any person and/or chosen representative duly authorized by the Supplier and their respective personnel. “Third Party” means a legal or physical person that is not a Sub-Supplier and not a party to the PO, PA or these GPCs. “Variation”/“Variation Order” mean a written request to change the Scope of Supply as Semco deems fit in its exclusive discretion. “Warranty Period” means any period of time where the Supplier is warranting Goods and/or Services. 1.1 The GPC shall apply to all offers, tenders, requests, PAs or POs for the purchase of Goods and/or Services between Semco and the Supplier. 1.2 Supplier’s general sales conditions are expressly stipulated to be null and void having no force or effect between the Parties even if sent at later date than a PO or PA. 1.3 Only the specific Semco legal entity issuing a PO or signing a PA is the contracting Party to these GPCs. 1.4 The prevailing language and the language for all communications is English. 1.5 Interpretations: words mentioning persons or parties shall include firms, corporations and any organization having legal capacity. 1.6 Singular and plural: the singular also include the plural and vice versa where the context requires. 1.7 Headings: the table of contents and headings of the GPC and the PA are for reference purposes only and shall not affect the meaning or interpretation of the PO or PA. 1.8 Notices and Consents: Must be in writing or communicated by e-mail. 1.9 Liability: It is emphasized that there is a differentiation of Offshore Liability in Article 17.1 and Onshore Liability in Article 17.2. The liability of the Parties vary according to the terms in these two Articles. Semco Maritime General Purchase Conditions v5 (002).docx 22.09.2017 1.10 Where explicit legal remedies are stipulated in the GPCs such legal remedies shall not prevent either Party from making use of any other legal remedies generally available under applicable laws and the GPCs. 2. ACCEPTANCE 2.1 Semco enters into any purchase of Goods/Services by referencing the GPC in a PO, PA or other written communication. The Supplier shall acknowledge acceptance or rejection of a PO in writing within three (3) Days of receipt. In case the Supplier does not send acceptance or rejection of the PO in writing within the 3 day period, Semco shall be entitled to cancel and terminate the PO without any liability for Semco. In any event if; (i) the Supplier’s commences performance in any manner, (ii) is sending any invoice or (iii) accepts any payment in relation to the PO, this constitutes unconditional acceptance of the PO. 2.2 The Supplier’s main Sub-Supplier(s) must be approved by Semco. 2.3 The Supplier is obliged to ensure that his Sub-Supplier complies with the conditions stated in the GPC, PA or PO and the Supplier maintains responsibility for Deliveries made by its Sub-Supplier(s). 2.4 In case of doubt due to differences in interpretation or alleged discrepancies and/or inconsistencies, errors and faults the following order of priority shall be applicable to the Documents; (a) Semco’s Purchase Agreement (if relevant) (b) Semco’s Purchase Order; (c) Semco’s GPC; (d) Supplier’s Order Confirmation; (e) Other documents. Where the Supplier’s Quote is included in an appendix to a PA, this is for reference purposes only and it shall be classified as (e) “Other documents” in the listed priorities. 3. PAYMENT 3.1 Payment terms for purchases are “end of current month, plus 60 Days, from Delivery”, unless the Parties have agreed otherwise in writing. 3.2 The Purchase Prices and any Order Amount shall be firm and shall not increase for any reason whatsoever. 3.3 The currency used in the PO shall be the local currency in the country the Semco legal entity is placed or the currency specified in a PO. Any exchange rate exposure relating to the purchase shall be borne by the Supplier. 3.4 Semco shall be entitled to set-off any claim, money or otherwise, including liquidated damages, against the Supplier's outstanding or by Semco owed amounts. 3.5 The invoices shall be in English and for payment will require as a minimum: (a) Semco’s references including Semco’s full name; (b) Semco’s PO number; (c) name of consignee when applicable; (d) quantity and description of the Scope of Supply; (e) specification of any taxes or charges on the sale; (f) full address of the Supplier’s bank including account number, IBAN, Swift code, company registration number and VAT number; (g) any other information reasonably required by Semco to facilitate invoice approval and payment. 3.6 The Order Amount or Purchase Price or any price includes all taxes including but not limited to withholding tax, income tax for employees or legal entities, VAT, import and/or export duties, any other public, private, fiscal or other amounts. The Supplier indemnifies Semco from all such tax or fiscal claims or losses. 4. QUALITY MANAGEMENT STANDARDS 4.1 The quality, specification and standard of the Goods and/or Services shall be in accordance with any relevant laws, directives, method statements and the highest applicable industry standards for such Goods and/or Services, and also in accordance with any specified standards agreed by the Parties. 5. TESTS 5.1 Any and all necessary tests shall be performed by the Supplier, unless otherwise agreed in writing. 5.2 Payment includes any and all remunerations for all tests and Documents hereto. Test shall be performed in accordance with best practices and industry standards applicable. 5.3 Any test can be performed regardless of whether Semco is represented at the test, provided Semco received a 14 Days prior written notice of the test. 5.4 The Supplier shall keep a written record of the test, which shall be sent to Semco on request. 5.5 If any test proves that the Scope of Supply is not in conformity with the PO, PA or otherwise, the Supplier shall immediately ensure that the Scope of Supply is brought in compliance. If Supplier does not immediately restore compliance, then Semco can seek recourse from the Supplier according to the GPCs. 6. INSPECTIONS 6.1 The Supplier and their Sub-Suppliers shall always grant access to Semco, relevant inspection authorities and the Semco end-customer for inspection of all relevant facilities. 6.2 The Supplier shall be solely responsible for rectification of any faults and/or any change, rejection or results from any inspection. 6.3 Semco shall be entitled to reject Goods and/or Services or parts thereof not in conformity with the specifications or the inspection. 6.4 Semco shall not be responsible for the result of any inspection and the Supplier shall not be released from any obligation regardless of the result of any inspection. 6.5 The Supplier shall not be able to claim any rejection as a result of an inspection as being the cause for a delay of Delivery, nor as the justification for price increases. 7. DELIVERIES 7.1 The Supplier shall prepare a production and Delivery schedule of the Scope of Supply at the latest 3 Days after Semco’s written request. Upon Semco’s request Page 1 of 3
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