Semco Maritime General Terms of Delivery of Goods and Services (Worldwide) 1’st Edition, 16.06.2015 work in accordance with reasonable and minimum Semco standard rates or according to industry compliant stand-by rates whichever is the highest rate. 9. DOCUMENTATION 9.1 All Deliveries of Goods and/or Services shall be accompanied by the mutually stipulated Documents. 10. EXPORT CONTROL 10.1 If no other agreement has been made the Semco will provide Client with the following 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 EC technology and software, and percentage of EC content integrated to each of the products, when applicable; (c) Harmonized Systems (“HS”) Code. 11. CONFIDENTIALITY 11.1 Neither Party may disclose to any third party any Confidential Information for a period of 5 years from receipt of such Confidential Information. 11.2 This agreement shall not encompass Confidential Information; (a) which is or becomes publicly accessible; (b) which a Party lawfully possessed prior to any passing on of such Confidential Information; (c) which was rightfully obtained from a third party, which has no secrecy obligations; (d) independently developed from any of the Deliveries under these GTDs (e) which under obligation by law or judgement or a similar legally binding decision is to be disclosed. 12. INTELLECTUAL PROPERTY RIGHTS 12.1 The payment of an Order Amount includes a non-exclusive, worldwide and fully paidup license to use to any of Semco’s Intellectual Property Rights (Background IPR) for operation and maintenance of the Delivery during the lifetime hereof. Third party IPR rights are not encompassed by any Background IPR licensing 12.2 All IPR arising as a result of cooperation between the Parties (Foreground IPR) includes a mutual non-exclusive, worldwide and fully paid-up license for either Party to use any of Foreground IPR for any commercial or non-commercial use. Third party IPR rights are not encompassed by any Foreground IPR licensing. 12.3 The following shall govern software: (i) The use of third party software provided with the Delivery shall be governed by the third party’s terms and conditions. If these terms are not attached to the products, Semco will provide them to Client upon request. (ii) Semco’s own software is subject to copyright protection. Semco is entitled to all rights to its software. (iii) Buyer shall be granted a non-exclusive, worldwide and fully paid-up license to use Semco’s software for operation and maintenance of the Delivery during the warranty period. Buyer may not change such Semco software, reverse engineer it nor sublicense the software. 13. WARRANTY 13.1 Semco warrants that the Goods and/or Services to be delivered shall be free from substantial Defects. Marginal discrepancies deviating from the specifications or not having material impairments of commercial use of Deliveries shall not constitute Defects. 13.2 Semco also warrants that its design, materials, workmanship are of industry standards, and that Semco will deliver according to and in accordance with the necessary and/or correct and appropriate proportions, measurements, weights and dimensions. The warranty does not cover Free Issued Materials. 13.3 Immediately after delivery, Client shall examine the goods as to whether they comply with the agreed quality and amount; in case of defects Client must inform Semco immediately and under all circumstances within 2 calendar days after delivery. Notice must be in writing. If Client omits to submit such notice of disapproval, the products are deemed to be approved by Client. In any of the cases under this Clause 13.3 where the Client does not duly give notice of a Defect, the Client shall lose the right to claim for any Defect occurrence or existence and shall hence itself carry the costs and risk for remedy, repair or rectification of any such Defects. 13.4 The warranty period for the Goods and/or Services delivered by Semco shall be 12 months after; (i) Semco’s final installation with Client or (ii) use or take-over by Client of such Goods and/or Services (iii) the Parties have entered into a written agreement of supply of Goods or Services - whichever is the earliest date. Expiration of the warranty period under the GTDs makes any and all liability for Semco null and void, however Defects raised in the warranty period shall be repaired by Semco. 13.5 Goods or Services which have been substituted, replaced, or repaired under the foregoing warranty will be warranted for an additional 6 months from substitution, replacement or repair. Regardless hereof any warranty on any Delivery can never exceed 12 months from the Parties enter into a written agreement or after installation, use or delivery with or to the Client, by Semco as applicable. 13.6 Semco will make the necessary efforts to take remedial action for Defects without undue delay. Notwithstanding the foregoing; Semco is under no circumstances under any warranty liable for compensating the Client any costs for; i) dismantling of other objects than Semco’s work to provide access to the defective part of the work ii) board and lodging offshore iii) transport to or from Semco’s fabrication site iv) transport of Goods or personnel to or from and at any offshore location at any time also during warranty periods; v) all offshore and onshore lift operations; or vi) extra costs associated with warranty work performed below the water line. Semco provides no warranty for the availability of any specific spare parts and is not liable for any wear and tear. Semco is not liable for any performance of Goods, unless specifically and expressly stated in writing. 14. TRANSFER OF OWNERSHIP AND RISK 14.1 Prior to Delivery to Client and at Client’s written request and cost, Semco is obliged to identify, classify and document each individual Goods as early as possible by markings and labels with Client’s name. 14.2 Deliveries are made with retention of ownership and only become Client’s property when Semco has received full payment for the Deliveries. 14.3 Risk of the Goods or Services shall pass to Client upon delivery by Semco. 15. ASSIGNMENT 15.1 Semco shall not assign or transfer all of its interest and/or any of its obligations under the PO or Purchase Agreement to any entity outside of Semco without Client’s prior written consent which shall not be unreasonably withheld. Semco Maritime GTD&S v1.2017 15.2 Client may only assign Assigned Contracts to Semco at Semco’s written approval of such Assigned Contract and Semco may request specific amendments to cater for the specificities of the Assigned Contract. 15.3 Client may after Semco’s written approval hereof transfer Free Issued Materials to Semco for incorporation into Semco’s Deliveries to Client. All Free Issued Materials; (i) shall be the sole risk and responsibility of Client, (ii) Semco has no liability whatsoever for any such Free Issued Materials, and (iii) Semco has no obligations whatsoever due to Free Issued Materials. Client shall fully indemnify and hold harmless Semco for any costs whatsoever arising from Semco’s use of Free Issued Materials. 16. INSURANCE 16.1 Semco and Client will take out each their own insurance coverage of the Delivery with a well-reputed international insurance company, including general, public and product liability, cover with a minimum liability limit of the relevant industry standard for personal injury and damage to property respectively. 16.2 Upon request, Semco or Client will produce a copy of the insurance certificate upon the other Party’s written request. 16.3 Client shall take out all other insurances that are required or appropriate under the PO or the PA. 16.4 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 to be as follows; 17.1.1 Client’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 Notwithstanding the foregoing, Semco shall until the Delivery is delivered to Client remain liable for any damage to or loss of any Goods or Services or the Delivery which is due to Semco and/or in his custody. Custody includes only if Semco is; storing, transporting or lifting any Goods. 17.1.3 Sub-Supplier’s Offshore Liability: The Parties shall make their respective SubSuppliers sign supply contracts wherein the Sub-Suppliers and their sub-suppliers 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 subsuppliers injury or death of their Personnel or property loss of their own Assets. 17.1.4 Neither Party shall be liable to the other for any special, incidental, indirect or consequential loss or damage of any kind or nature including but not limited to 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. 17.1.5 Semco’s 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 for any Delivery shall be limited to 50% of the amount mentioned in any specific, singular PO for such Delivery, except in any case where a higher liability follows from; (i) applicable mandatory laws, (ii) rules on tax- and fiscal liability and (iii) liability covered by any insurance, then an aggregated, maximized amount of DKK 10 mio dkk shall apply. Semco shall under no circumstances be liable for any costs related to offshore activities under the GTD meaning offshore transportations, offshore operations or similar, such as but not limited to personnel and equipment transportation, heavy lifting, board and lodging offshore, accommodation offshore or jack-up vessels costs - unless stated explicitly in writing in each incident. 17.1.6 All liabilities, exclusions, obligations and indemnities given under this Article 17 shall apply regardless of cause and notwithstanding the form of negligence (excluding however wilful misconduct) 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 including but not limited to 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. 17.2.2 Semco’s 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 for any Delivery shall be limited to 50% of the amount mentioned in any specific, singular PO for such Delivery, except in any case where a higher liability follows from; (i) applicable mandatory laws, (ii) rules on tax- and fiscal liability and (iii) liability covered by any insurance, then an aggregated, maximized amount of DKK 10 mio dkk shall apply. Semco shall under no circumstances be liable for any costs related to offshore activities under the GTD meaning offshore transportations, offshore operations or similar, such as but not limited to personnel and equipment transportation, heavy lifting, board and lodging offshore, accommodation offshore or jack-up vessels costs - unless stated explicitly in writing in each incident. 17.2.3 Indemnification Onshore Liability; The Client 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 GTD and exhibits or schedules hereto. 17.3. For both Onshore Deliveries and Offshore Deliveries Client shall make any claim by Client within 8 days from when the Client as a prudent and experienced industry contractor ought to know about or actually know of circumstances giving raise to any claim. If this is not the case, then any claim from Client shall be null and void and Client cannot raise the claims thereafter against Semco. 18. FORCE MAJEURE 18.1 No Party shall be liable for not performing or performing with d any of its rights and/or obligations under the terms hereof due to Force Majeure, and each Party shall pay for their own costs, fees, and similar expenditures due to any Force Majeure. Page 2 of 3
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