General Purchase Conditions: Worldwide the Supplier is obliged to document punctual progress of the production and Delivery. 7.2 The risk for Goods and/or Services shall be and transferred in accordance with DDP INCOTERMS 2010 at place of destination specified by Semco or when the Delivery is accepted in writing by Semco. 7.3 The Supplier is responsible that the Goods are packed, marked and labelled in accordance with the highest international standards. Any loss or damage to the Goods due to insufficient and/or inappropriate packing or wrapping is the sole responsibility of the Supplier. 7.4 The time of Delivery is the date agreed by the Parties in the PO or PA. Unspecified Delivery date means Delivery by Supplier in due time enabling Semco to fulfil its obligations to its end-customer. Supplier shall actively seek information hereon. 7.5 Goods that have been ordered but not taken into use can, within a reasonable time, be returned to the Supplier at the cost of Semco. Supplier will reimburse Semco the actual Purchase Price of the returned Goods or cancelled Services at the end of the month where return or cancellation takes place. 7.6 If a Vessel is part of the Delivery, Supplier shall hold Semco harmless for all costs and risk for any vessel, which is in Delay. 7.7 The Supplier shall search for Defects, discrepancies and inconsistencies (Hereinafter Errors) in the information or Documents provided by Semco to the Supplier. The Supplier shall without undue delay notify Semco of any “Errors” discovered. If the Supplier does not notify Semco of any “Errors” that Supplier has discovered, or ought to have discovered as a prudent industry contractor then all costs incurred for rectifying “Errors” shall be borne by the Supplier. 8. DELAYS 8.1 If a Delivery or parts thereof are delayed due to the Supplier, then the Supplier shall pay delay liquidated damages for each delay. Such delay liquidated damages shall be 0.5% of the Order Amount for each calendar Day of delay, with a minimum of US$ 500/Day or a higher amount if stipulated in writing. This delay liquidated damage is stipulated by both Parties to comprise the actual loss of Semco. 8.2 Delay liquidated damages shall not exceed the Order Amount and they shall become due and payable instantly upon written demand of Semco. 8.3 Semco will always be entitled to compensation for any and all documented losses for delays. Semco can in this respect claim for coverage of its internal costs at an hourly rate of US$120 for any resource used by Semco. 8.4 Semco can at any time terminate Deliveries, the PO or PA partially or in total, due to the Supplier’s delay. 8.5 Semco shall be entitled to Order the total Delivery or parts hereof from another Supplier at the expense of the Supplier, if Semco terminates the Delivery due to Supplier’s delay. 8.6 If the Supplier is unable to deliver the Goods and/or Services at the time agreed between the Parties, it shall immediately notify Semco in writing, indicating the reason for the delay as well as the date on which Delivery is expected to take place. 8.7 A notification of delayed Delivery to Semco does not give the Supplier the right to delay the time of Delivery, unless the delay is due to circumstances described in art.18, Force Majeure. 9. DOCUMENTATION 9.1 All Deliveries of Goods and/or Services shall be accompanied by the agreed Documents, which shall as a minimum include: (a) EU approved certificate of origin for Goods from non-EU countries; (b) Delivery note with specifications of the Goods indicating Semco’s PO number; (c) Documents, certificates, drawings, operating instructions, maintenance instructions, technical specifications and data of any sort; (d) Hazardous Goods certificates & handling procedures (if applicable); (e) Any document necessary to get paid any invoices with any end-user. 9.2 If the accompanying Documents are inadequate or subject to a fault, Delivery shall be considered as being incomplete until the Documents are in compliance. 9.3 All Documents required in accordance with the above shall become the property of Semco at (i) creation, (ii) Delivery or (iii) upon payment, whichever comes first, and Semco shall be entitled to use (free of charge) the documentation or Documents as it sees fit. 10. EXPORT CONTROL 10.1 Supplier is obliged to inform Semco about any applicable (re-) export licence requirements for the Goods under local (i.e. the country from which Supplier will export the Products), European or US export control law and customs regulations as well as the export control law and customs regulations of the country of origin of the Goods. 10.2 If no other agreement has been made the Supplier is also obliged to provide Semco with the following additional information; (a) ECCN (Export Control Classification Number) for European and/or US Goods (including technology and software) pursuant to the European Export Control regulations and/or US Export Administration Regulations (EAR); (b) Confirmation as to whether or not the Goods are direct products of U.S. technology and software, and percentage of US content integrated to each of the products, when applicable; (c) Harmonized Systems (“HS”) Code; (e) The contact details of a person in the Supplier's organisation who shall provide further information to Semco upon request. 10.3 Upon Semco’s request, the Supplier shall provide any other relevant foreign trade data with respect to the Goods and their components in written form and Semco Maritime General Purchase Conditions v5 (002).docx 22.09.2017 shall inform Semco on all changes to such data without undue delay and prior to the Delivery of the Goods to Semco. 11. CONFIDENTIALITY AND NON-COMPETE 11.1 Neither Party may disclose to any Third Party any Confidential Information. 11.2 Confidential Information shall not encompass any information; (a) which is or becomes publicly accessible without the breach of the PO or PA by a Party; (b) which a Party lawfully possessed prior to receiving from the other Party; (c) which was rightfully obtained from a Third Party, which has no secrecy obligations; (d) developed independently from any of the Deliveries under these GPCs; (e) which under obligation by law or judgement or a similar legally binding decision is to be disclosed; 11.3 A breach of this article 11 shall entitle Semco to a payment of any and all direct or indirect loss as documented by Semco. 11.4 The Supplier undertakes not to engage in or participate in the operation of any business with Semco’s customer related to the PO or PA without Semco’s prior written consent, during the term of the PO or PA and for a period of 2 years following, failing which the Supplier shall pay forthwith a compensation of Semco’s documented losses and minimum 50% of the PO or PA value by way of liquidated damages. 12. INTELLECTUAL PROPERTY RIGHTS / IPR 12.1 The Order Amount includes an irrevocable, non-exclusive, worldwide and fully paid up licence, to any and all IPR related to the Supplier's Goods and Services for the purpose of fulfilling any part of a PO or PA or these GPCs. 12.2 The Supplier shall indemnify Semco against all claims and losses for violation of any IPR as a result of any of Supplier’s Delivery of Goods and Services. 12.3 If requested by Semco, the Supplier shall enter legal proceedings at the court of law or arbitration which deals with any IPR claim made against Semco by a Third Party. 12.4 All IPR arising as a result of the cooperation between the Parties will become the exclusive property of Semco, cost free, even if they are developed or produced by the Supplier or any third parties or Sub-Suppliers of the Supplier. 13. WARRANTY 13.1 The Supplier warrants that the Deliveries, Goods, Services and the design delivered is; (i) fit for the purpose for which they are intended according to specifications, (ii) are free from Defects and (iii) are in compliance with and in conformity with best industry practices and quality standards, and (iv) are in compliance with the obligations and conditions specified in the PO or PA. 13.2 The Supplier also warrants that Deliveries are in accordance with the necessary and/or correct, stipulated and appropriate proportions, measurements, weights and dimensions. 13.3 The Supplier Warranty period shall be 24 months counted from installation, commissioning or takeover by Semco of such Goods and/or Services or from when taken over by a Third Party to which Semco has resold the Goods and/or Services, whichever date is the latest. 13.4 Goods or Services which have been substituted, replaced, or repaired under the Supplier's Warranty will be warranted for an additional 12 months from such substitution, replacement or repair, notwithstanding whether corrective action is performed by a Third Party, the Supplier shall not be released from its Warranty obligations. Regardless of the above mentioned the Warranty period shall never be less than 24 month. 13.5 In case of Defects, Semco shall be entitled to either terminate the PO or PA or demand that Supplier make good the aforementioned or that a Third Party shall rectify or repair the Defect at Supplier’s risk and cost or to make use of any other legal remedies under applicable law. 13.6 Defects are remedied without delay and according to Semco’s instructions. Remedy of Defects shall be at Suppliers’ risk and cost of any kind. Remedies performed by a Third Party shall not release Supplier from its Warranties herein. 13.7 Semco can make a claim for damages or any other claim to the Supplier for any documented loss suffered by Semco. 14. TRANSFER OF OWNERSHIP 14.1 Prior to Delivery to Semco, the Supplier is obliged to identify, classify and document the Goods as early as possible by distinct and unmistakable markings and labels with Semco’s name. 14.2 Deliveries are made without retention of ownership, lines and other securities and become Semco’s property as soon as the Goods have been delivered at any Semco site or put at Semco’s disposal, whichever comes first. 15. ASSIGNATION 15.1 The Supplier shall not assign or transfer its interest and/or any of its obligations under the PO or PA without Semco’s prior written consent. Semco can assign any PO, PA or Delivery internally in their company group as deemed fit by Semco. 15.2 Should the control of the Supplier be changed either directly and/or indirectly through ownership of shares, changes in voting and/or financial or 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 Page 2 of 3
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