These conditions apply for projects and works involved with purchase orders. There are specific contractual agreements that are in place for the specific terms and conditions are agreed within and those listed here does not apply.
The conditions and other documents specifically agreed by both Parties to form part of the purchase order or invoice constitute the entire agreement between the Purchaser and the Supplier and replaces and supersedes all other prior oral and written agreements between the Parties as well as any terms and conditions otherwise applicable to said transaction.
Goods means the goods described in the purchase order.
Parties means collectively the supplier and the purchaser and party means each one of them.
Purchase order means the purchasers order to which these Conditions are annexed.
Purchaser means the purchaser named on the purchase order attached and/or its affiliate or associated companies.
Supplier means the supplier, contractor or vendor whose details are set out in the purchase order and/or its affiliate or associated companies.
Services means the services described in the purchase order.
Specification includes any plans, drawings, data or other information relating to the goods ordered.
The purchase order constitutes an offer by the purchaser to purchase the goods or services, subject to these conditions. The Supplier shall accept the purchase order placed by the purchaser and a binding contract for the supply of the goods or services subject to these conditions shall exist by whichever is the earlier of:
(i) The suppliers acceptance/confirmation of the purchase order, in writing or orally
(ii) The supplier beginning to furnish such goods or performing the services in whole or in part, in case quotes have been submitted through purchasers vendor portal, the terms and conditions found in the vendor portal shall also be binding upon supplier, purchaser will not be bound to any other terms and conditions to which it has not specifically agreed in writing.
The supplier must notify purchaser once the goods ordered become available, prior to the dispatch, in the event that there is a lead time involved.
The supplier must deliver the goods on a mutually agreed INCOTERM.
Where it is agreed that the date of delivery of the goods is to be specified by the supplier after the placing of the purchase order, the supplier shall give the purchaser reasonable notice of the specified date.
The supplier shall notify purchaser immediately of any actual or potential delay or threat to delay the timely performance of a Purchase Order. If the Goods are not delivered within on as agreed, without prejudice to any other remedy, the Purchaser shall be entitled to cancel the purchase order without incurring any liability.
Prior to arranging transportation with the forwarder, the supplier must inform purchaser of the total cost of transportation and insurance. Supplier shall arrange shipment only upon the prior written approval of purchaser, supplier must also send to the responsible department of the purchaser, in hard copy, any original certificates related to the purchase order.
Supplier shall not charge separately for packaging, marking or shipping unless purchaser authorizes such charges in writing, in which case supplier shall add such charges to its invoice as a separate item and attach supporting data. In case the goods are deemed dangerous cargo the IMO regulations and standards for transportation of dangerous cargo shall be enforced.
All Goods supplied to the Purchaser shall be subject to purchasers inspection and approval, not withstanding prior receipt and payment and, if unsatisfactory, may be returned, transportation both ways at suppliers expense. Purchaser shall not be deemed to have accepted the goods until it has had three (3) days to inspect them following delivery or collection as the case may be.
(a) The purchase order number must also be indicated on all correspondence related to the purchase order between the supplier and the purchaser
(b) All invoices must be issued to the ship owning company c/o the ship management company unless specified by to the contrary.
(c) The purchase order is for international maritime operation and therefore no VAT shall apply
(d) All invoices must be emailed in PDF format to: firstname.lastname@example.org
(e) Item lines stated on invoice(s) must be kept in the same sequence as the purchase order
(f) Any supporting documents (delivery notes, transport expenses receipts/AWB, etc.) must be attached to the invoice.
(g) Where applicable, service reports shall be included when sending the invoice.
(h) Full bank details must be clearly stated on your invoice
(i) If discount is applicable, same must be included on the invoice, a separate credit note for the discount must not be issued.
Supplier represents and expressly warrants (a) that all goods or services ordered to specifications will conform there to and to the drawings, samples, or other descriptions purchaser furnishes and (b) that all goods or services will be of good quality and workmanship and free from defects. In addition to all other remedies available to purchaser at law, at suppliers option and promptly upon receipt of notice from purchaser, supplier shall at its own expense (i) replace any goods which are defective, (ii) correct any goods which are defective, or (iii) refund any payments purchaser has made for, and arrange pick-up or return of, any goods which are defective. Supplier agrees to proceed with the correction of any defects. Supplier shall assume all risk of loss or damage to goods which are to be replaced or corrected pursuant to this warranty, from the date on which supplier is notified of the defect or non-conformity until the replaced or corrected goods are received at
the destination designated by purchaser. Alternatively, purchaser may at its option repair such defective goods at suppliers expense.
The supplier warrants, represents and undertakes that throughout the time required for the supplier to perform its obligations under the purchase order and for a period of 1 year thereafter, it shall:
(a) maintain in full force and effect, at its own cost and expense, reasonable and adequate insurance coverage with a reputable insurance company to cover the provision of the goods and services under this purchase order, including but not limited to commercial liability insurance;
(b) upon request by the purchaser, furnish to the purchaser a copy of the certificates of insurance evidencing such insurance coverage;
(c) observe and adhere to the terms and conditions of such insurances and not do anything or suffer anything to be done which may affect its insurance coverage.
In the event that the supplier fails to maintain the required insurance, the purchaser may secure insurance to protect its interests, and the supplier shall be fully responsible for the cost of such insurance coverage.
The supplier agrees that the insurance requirements under the purchase order shall not modify, reduce or limit in any way its liability to the purchase order.
Purchaser in the event of any loss, claims, liability and costs incurred, caused by or resulting from the acts or omissions of the supplier, its agents, suppliers or employees in connection with the performance of the purchase order.
7. HEALTH, SAFETY AND ENVIRONMENT PROTECTION
The purchaser is committed to providing a safe and healthy working environment for all its suppliers. The purchaser greatly values the protection of the environment, and makes every effort to ensure that day-to-day activities at any locations where we work do not cause damage to the environment.
Prior to embarking any vessel owned or managed by the purchaser, the supplier must ensure that:
(a) he is familiar with the purchasers drug and alcohol policy (strictly no drugs and alcohol are permitted to be consumed on board company vessels)
(b) he is equipped with the proper personal protective equipment (PPE) appropriate for the job he is tasked with. As a minimum he shall have donned a hard hat and a safety shoe with steel-toe cap
(c) He is familiar with the smoking policy onboard and the prohibition on use of non-intrinsically safe equipment
(d) When supplying stores (i) the packaging material used shall be environmentally sound and recyclable; (ii) excess packaging material will be taken back and reused or recycled ashore; (iii) properly packed and shipped on board with appropriate lifting equipment; (iv) no asbestos or asbestos-based material is supplied; (v) all equipment, installations / repair work and items (e.g. stores, spare parts and provisions) to be supplied are furnished with asbestos-free declaration forms and supporting documentations; (vi) any orders received / material installed onboard vessels without the asbestos-free declaration form will be rejected and returned to the Supplier; (vii) Material Safety Data Sheet is supplied as and when applicable; (viii) . The supplier shall also comply with the ISPM No. 15 regulations which refer to quarantine requirements on wood packaging material (WPM).
(e) When suppling service and repair onboard vessel, whether at sea on in port, the supplier will comply to the work and rest hours established at that time. Service may proceed on after the supplier signs standard hold harmless agreement.
Any violations or failure to comply with the above stated requirements will be grounds for immediate cancellation of the purchase order and the purchaser will not be liable for any costs or damages arising due to this cancellation or the violation or failure by the supplier.
The purchaser encourages supplier to support and participate in reducing waste and being environmentally friendly. An environmentally friendly supplier is a preferred supplier.
8. TRADE AND ECONOMIC COMPLIANCE
The supplier, for itself and its affiliates and associates, warrants, represents and undertakes on a continuing basis that:
(a) neither the supplier nor any person, entity or body on whose behalf or under whose direction the supplier acts or assists or who directly or indirectly owns or controls the supplier; nor any person, entity or body who the supplier may nominate to facilitate any aspect of this transaction are or will be person/people or entity(ies) designated pursuant to any national, international or supranational law or regulation imposing trade and economic sanctions, prohibitions or restrictions (a “sanctioned entity”);
(b) entry into and performance of this order is not and will not be prohibited or restricted by, and will not expose the purchaser, its manager, its managed vessel(s) or its employees to sanctions, prohibitions or restrictions under any national or international law or regulation imposing trade or economic sanctions, prohibitions or restrictions (a “sanctioned transaction”).
The supplier shall comply with all applicable national and international and supranational laws and regulations in the performance of this order and shall not use the sums received under this agreement for any sanctioned transactions. The supplier shall notify the purchaser immediately if it, or any person, entity or body on whose behalf or under whose direction it acts or assists, or who owns or controls the supplier, becomes a sanctioned entity or if the purchase of goods or services under this order becomes a sanctioned transaction, and will provide on demand any information the purchaser may request.
In the event of any actual breach of the provisions of this clause, the party not in breach may terminate this order by written notice to the party in breach, and shall have no further liability to the party in breach, save that where the party in breach is the supplier, the purchaser shall pay for goods and services lawfully supplied by the supplier up to the date of termination.
The supplier shall indemnify the purchaser, its manager and employees on demand against any and all sanctions, prohibitions, restrictions, claims, loss or liability whatsoever and howsoever arising directly or indirectly as a result of any breach of warranty or undertaking or any misrepresentation by the supplier under this clause, whether or not the purchaser terminates this agreement.
No act or omission of the purchaser shall at any time constitute a waiver of this provision.
9. LAW, JURISDICTION AND DISPUTES
The agreement and any non-contractual obligations arising out of or in connection herewith shall be governed, construed and enforced in accordance with the laws of the United Kingdom to the exclusion of any other law and without regard to any conflict of law principles.
Any dispute arising out of or in connection with this agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration in London in accordance with the London maritime arbitrators association (LMAA) terms current at the time when the arbitration proceedings are commenced. The reference shall be to three arbitrators. A party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment in writing to the other party requiring the other party to appoint its own arbitrator within 14 calendar days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other party appoints its own arbitrator and gives notice that it has done so within the 14 days specified. If the other party does not appoint its own arbitrator and give notice that it has done so within the 14 days specified, the party referring a dispute to arbitration may, without the requirement of any further prior notice to the other party, appoint its arbitrator as sole arbitrator and shall advise the other party accordingly.
The language of the arbitration shall be English. Nothing herein shall prevent the parties agreeing in writing to vary these provisions to provide for the appointment of a sole arbitrator. In cases where neither the claim nor any counterclaim exceeds the sum of US$50,000 (or such other sum as the parties may agree), the arbitration shall be conducted in accordance with the LMAA Small Claims Procedure current at the time when the arbitration proceedings are commenced.