Semco Maritime General Terms of Delivery of Goods and Services (Worldwide) 1’st Edition, 16.06.2015 18.2 The Party who wishes to claim exemption of liability due to Force Majeure shall within 3 days of the occurrence of the event of Force Majeure notify in writing the other Party of the occurrence and the cessation of the event in question. 18.3 The Party who wishes to claim exemption of liability due to Force Majeure shall provide documentation hereof at the request of the other Party. 18.4 The Parties, without either Party owing any money or any financial compensation to each other, shall be able to annul the PO or Purchase Agreement 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. 19. CODE OF CONDUCT AND ANTI-BRIBERY 19.1 The Parties hereby commits itself to read and abide by the Semco Code of Conduct reading; (http; //ipapercms.dk/Semco Maritime/HSEQ/Codeofconduct). 19.2. Noncompliance with the Code of Conduct can be constituted breach of Contract by the involved parties. 20. VARIATIONS 20.1 Semco is entitled to issue a reasonable Variation Order Request for the Deliveries as applicable in it’s exclusive discretion. 20.2 Thereafter the Client within 3 Days after receipt of a Variation Order Request (Semco poses a request for a Variation) by Semco, shall issue a Variation Order to confirm this PO, and Semco shall confirm the Variation Order before it is legally valid. 20.3 Semco shall either accept or reject such a Variation Order from the Client after a reasonable period of time from its receipt. If the Variation Order is accepted by Semco, the Delivery is made according to the amended Delivery by Semco to the Client. If the Variation Order is not accepted by Semco, the terms and conditions of the Delivery are unchanged, except that there is no obligation to deliver according to the Variation Order. 20.4 Semco shall observe and be bound by the stipulated timeline. 21. SUSPENSION 21.1 Semco or Client has the right to suspend (temporarily put on hold) Deliveries at any given time at its exclusive discretion during the project execution. A suspended party shall receive and be reimbursed its documented costs and overheads in this respect, if the suspended Party is not the root-cause behind the suspension. If the suspended party is liable for the suspension, then that party subject to the limitations of liability herein is liable for any of the other side’s documented costs in connection with any such suspension. If the suspended party is the reason for the suspension then the suspended party can be terminated at any time during the suspension period. 22. TERMINATION 22.1 Client and Semco is at any time entitled to terminate (In whole or in part) the GTD, PO or any agreement for convenience, Semco shall immediately stop all work on any order, and make the necessary arrangements to limit Semco´s loss as much as practically possible in case of Clients termination. 22.2 In case the GTDs, a PO or a Purchase Agreement is agreed to be terminated for convenience by either Party under this Clause 22, Client must pay for Goods and/or Services already delivered and/or rendered at the time of termination, and Client must reimburse Semco it’s fair and documented expenses, costs, overheads and profits in connection with the already delivered parts of the PO or Purchase Agreement. And for the non-delivered parts of Deliveries Client shall pay a 10% of the PO or Order Amount (whichever is highest) for such termination for non-delivered parts of Deliveries. 22.3 In case the GTDs, a PO or Purchase Agreement is cancelled due to the nonperformance or material breach of either Party, then Semco is entitled to payment for the value of Goods and/or Services which have already been delivered and for any costs, overheads and /or expenses (including profits up until the point of termination). And the Party not in breach is entitled to also receive the total and any and all documented losses due to any termination for breach. 23. APPLICABLE LAW AND DISPUTE RESOLUTION 23.1 These GTDs 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, Singapore, Germany or the USA. For all other countries than the above listed (even if a Semco legal entity has its place of business there) these GTDs 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 GTDs. 23.2. Any dispute or claim or liability arising out of, or in connection with these GTDs 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 and according to Danish law. Semco Maritime GTD&S v1.2017 Page 3 of 3
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