Semco Maritime General Terms of Delivery of Goods and Services (Worldwide) 1’st Edition, 16.06.2015 1. DEFINITIONS AND GENERAL 1.1 In these General Terms of Delivery (“GTD”) the following definitions are applicable: “Adverse Weather” means (i) any weather or climatic condition that is not Force Majeure and which (i) prevents or (ii) delays performance or (iii) is a safety hazard. “Assigned Contract” means any contract entered into between Client and a sub-supplier to Client, vendor or contractor and which is then assigned by the Client to Semco with Semco’s express written consent; “Client” means Client, its mother company, group companies controlling or under common control with or under control by Client by vote and/or by share capital, financially, directly or indirectly and/or otherwise; ”Confidential Information” means any and all information, electronic or non-electronic data, any knowhow and other information which by their nature are deemed confidential, or other proprietary information allowing for a competitive edge over competitors; “Days” means calendar days. “Delivery” means Offshore Delivery of any Goods and/or Services or Onshore Delivery of any Goods and/or Services and includes all Documents. “Defect” means any defective Goods or Services, or Deliveries being non-conformant to or not meeting specifications, Scope of Supply, Deliveries not meeting Warranties or Deliveries otherwise not in compliance with the GTD or rights and obligations agreed. “Document” means all written materials expressly agreed in writing to be supplied by Semco to the Client or documents proven by Client to be encompassed by a Delivery. “Force Majeure” means only riots and civil commotion, strikes, wars or hostilities (declared or not), terrorist acts, flooding, storm, hurricanes, explosion, break-down of major equipment, epidemics, natural disasters, acts of God and any prohibition or restriction by any government or other legal authority, which affects the Delivery – but excludes Adverse Weather; “Goods” means any and all products and/or materials of all kinds, including Documents purchased by Client from Semco; “Free Issued Materials” means parts of the Delivery delivered to Semco directly from the Client according to a signed contract between the Client and a third party to the GTDs. “Intellectual Property Rights / IPR” means all copyright, database rights, topography rights, design rights, trademarks, trade names, trade secrets, utility models, patents, domain names 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 if a specific, singular PO is issued by the Client the remuneration amount mentioned herein or if more PO(s) are issued by the Client then all the Purchase Prices referenced to in the Purchase Orders or in writing between Semco and Client as the total, accumulated and aggregated sum(s) of all Purchase Price(s) to be paid to Semco by the Client for the last 12 months prior to any act and/ or omission performed by Semco; “Purchase Agreement” means a written agreement on Deliveries from Semco to Client referencing these GTDs and includes a Signature Agreement (If any). “Purchase Price” means the individual purchase price(s) agreed in a specific PO or otherwise between Semco and the Client in writing for specific sold Goods and/or Services; “Party or Parties” mean Semco and Client , individually or collectively as applicable; “Purchase Order” or “PO” means a written order for Goods and/or Services specifying (i) quantity, (ii) price, (iii) time and (iv) place of delivery of any Goods and/or Services; “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. And means where nothing is specifically stated only the specific legal entity that is performing the actual, specific Delivery to the Client; “Scope of Supply” means any and all detailed descriptions of any and all Goods and/or Services specified in writing to be delivered or provided to the Client by Semco; “Services” means any performed workmanship purchased by Client from Semco. “Signature Agreement” means particular conditions to these GTDs (If any are agreed). “Sub-Suppliers” mean suppliers to the Parties and the Sub-Supplier’s tiers. “Third Party” means legal or physical persons not being; (i) a party to the GTDs (ii) a SubSupplier. “Warranty Period” means any period of time where Semco is warranting the Goods and/or Services as per Clause 13 below. 1.2 The GTD shall apply to all Deliveries, offers, tenders, requests, Purchase Agreements or POs s for the purchase of Goods and/or Services , between Semco and any Client. 1.3 Client’s general purchase conditions even if referred to orally or in any written correspondence of any kind at any time are agreed to be null and void. 1.4 Only the specific Semco legal entity mentioned in a PO, signing the actual order or delivering the Goods and/or Services to the Client is the contracting party to Client. 1.7 The prevailing language, and the language for all communications, shall be English. 1.8 Interpretations: words mentioning persons or parties shall include firms, corporations and any organization having legal capability and authority. 1.9 Singular and plural: words importing the singular only also include the plural and vice versa where the context requires. 1.10 Headings: are for reference purposes only and shall not affect the meaning or interpretation of the GTD or any PO or Purchase Agreement. 1.11 Notices and Consents: Must be in writing or communicated by e-mail. 1.12 These GTD shall apply to both Offshore and Onshore Delivery. These GTD contain a liability split between the Parties’ Offshore Liability and Onshore Liability as further set forth in Clause 17.1 (Offshore Liability) and 17.2 (Onshore Liability), respectively. 2. ACCEPTANCE 2.1 By Semco referencing the GTD in a PO, Purchase Agreements or any other written communication the GTD’s are applicable between the Parties. 2.2 The GTD apply for and govern all development, sale and supply of Semco’s Goods and Services, unless deviated in writing between the Parties. Deviations from the GTD are only binding upon Semco, if such deviation was expressly approved by Semco in writing. 2.3 In case of doubt due to differences in interpretation or alleged discrepancies and/or inconsistencies or errors in documents, the following order of priority shall be applicable: a) Semco’s quote or offer to Client. b) The GTD; c) A Purchase Order (”PO”); d) Any specification or requirements provided to Semco by the Client; e) Other documents specifically agreed between the Parties. Semco Maritime GTD&S v1.2017 f) Any Signature Agreement shall rank as the highest document (if agreed) as litra a) above. All other documents shall thus be ranked in the same ranking order as applicable above but from b) – e). 3. PAYMENT AND PRICES 3.1 All prices are time and material prices, unless explicitly stated otherwise by Semco in writing in a quote- or tender document. Prices for Goods and Services are “ex-works” prices. The prices provided by Semco do not include installation, initiation of service, training of Client staff, costs for packing Goods and are exclusive of VAT, any and all local taxes, export- or import amounts and any fiscal amounts, unless otherwise explicitly stated in writing. 3.2 Unless otherwise agreed, currency used shall be the local currency in the country in which the Semco legal entity is situated. Exchange rate exposure is Client’s risk and cost. If the Parties have not agreed any specific payment plan, the Client shall make payment as follows of the Order Amount or Purchase Price: 30% at signature of the Contract, 60% at Semco’s ordering of materials or its requisition or mobilization of manpower, 10% at Delivery. If Documents are part of the Delivery, 5% of the Order Amount or Purchase Price can be held back by Client until delivery of final Documents takes place by Semco. 3.3 Unless otherwise agreed, Semco shall have the right to adjust prices due to cost increases arising from the period from the submission of Semco’s offer/quote until signature of the PO or a final agreement. Also after a final agreement is reached Semco may index any agreed Order Amount or Purchase Price as Semco deems fit in any fiscal year according to a suitable and reasonable index chosen by Semco for such purpose. Semco shall be also entitled to adjust the agreed prices, of the Order Amount or Purchase Price fairly and reasonably to accommodate for increases in costs occurring after an agreement has been reached between the Parties, especially but not only due to increase in all kinds of wages, raw-materials and other internal or external costs for Semco. If agreed specifically in writing the prices of the Order Amount or Purchase Price are fixed and cannot be increased. 3.4 Semco can set-off any claim, money or otherwise owed by Client to Semco - including any liquidated damages for not delivering Free Issued Materials or for other reasons and any other outstanding amounts. 3.5 Client's terms of payment to Semco are 30 days from date on the invoice, unless the Parties have agreed otherwise in writing. 3.6 The invoices shall be in English. 3.7 In the event of late payment by Client of any invoice from Semco, Client shall pay interest at 8% above the CIBOR 3 months base interest rate + a handling fee of USD 100.00 (or any other amount applicable under law) for each letter send to the Client by Semco claiming payment. 4. QUALITY MANAGEMENT STANDARDS 4.1 The quality management of the Goods and/or Services supplied will be in accordance with applicable industry standards for any purchase of Goods and/or Services and in accordance with any specified standards agreed by the Parties. 5. TESTS 5.1 If any test has been agreed by the Parties, it shall be performed at the place where the Goods and/or Services will be manufactured, unless otherwise agreed in writing by the Parties. 5.2 The Order Amount only includes remunerations for such tests if agreed in writing. If no technical requirements for the test are mentioned, test shall be performed in accordance with practices and industry standards in the production country. The Client shall pay all expenses in connection with any test. 5.3 Semco shall give Client reasonable notification of tests. Any test can be performed regardless whether the Client is represented at the test. 5.4 Semco shall keep a record of tests. 5.5 If any handover test proves that the Services and/or Goods are not in conformity with the GTD, the PO, and the Purchase Agreement, Semco shall ensure that the Goods and/or Services are brought in compliance with the GTD, the PO, and the Purchase Agreement - as applicable. 6. INSPECTIONS 6.1 Semco shall at reasonable times and intervals grant access for Client and relevant inspection authorities in order to ensure that all specifications and official, regulatory and/or public requirements for the Goods and/or Services are complied with. 7. DELIVERIES 7.1 Upon Client’s request Semco will document the progress of the Deliveries. 7.2 Unless otherwise agreed, the terms of delivery and the risk for Goods and/or Services shall be and transferred in accordance with “Ex-Works”, INCOTERMS 2010. 7.3 The time of delivery shall be the date agreed by the Parties in any PO or if a specific time of delivery is not agreed, then Delivery shall take place within reasonable time. 7.4 Semco has the right to perform partial Deliveries and receive payment for this. 7.5 Semco’s delivery only includes deliveries, components, work or performance that have been specifically agreed in the PO or in writing. If Semco undertakes installation in connection with the work or services or repair activities, Client shall be responsible for obtaining and paying for any public authorisations. 8. DELAYS 8.1 Delay liquidated damages shall be agreed to be 0,25% per week of the Purchase Price and maximum 5% of the Purchase Price in the total, aggregated and maximized liquidated damages for any and all delays due to Semco. Payment of delay liquidated damages is an exclusive remedy for delays until the sub-cap of 5% is reached whereafter the Delivery can be terminated by Client. If the Client terminates the agreement due to delays and is claiming Semco for damages and losses in this respect then Semco’s liability due to delay of Delivery or parts thereof is aggregated, maximized and limited to 10% of the Purchase Price – including the paid/unpaid delay liquidated damages above. The foregoing delay liquidated damages shall be considered a mutually agreed and best estimate of Client’s direct costs, expenses, loss or damages due Semco’s delay. Where part-delivery is agreed and it is subject to payment of more delay liquidated damages milestones - then if Semco makes the final delivery on time (“And thus catches up”), no delay liquidated damages shall be payable by Semco to Client. 8.2 If Semco is unable to deliver the Goods and/or Services at the time agreed between the Parties, it shall notify Client in writing, indicating the reason for the delay as well as the date on which delivery is expected to take place. 8.4 Semco shall not be liable for any delays or non-deliveries due to any Adverse Weather, but shall be compensated for such delays or non-deliveries, standstill or other inability to Page 1 of 3
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