Quality Policy
Terms and Conditions
1. Introduction
1.1 Whereas, the Company specializes in the provision of subsea services to the operators and contractors in the Oil & Gas industry; and whereas the Supplier offers the services detailed in the Vendor Application Form.
2. Agreement
2.1 Under this Agreement, the Supplier agrees to provide the services described in the Vendor Application Form and as detailed further in Purchase Orders from time to time to the Company (hereafter “the Works”) and agrees to do so in the manner and subject to the terms and conditions set out in this Agreement.
3. Work and Process
3.1. The Works subject to this Agreement shall include any goods, facilities or services which are requested by the Company by written Purchase Order, and which are provided by the Supplier during the term of this Agreement. Unless the parties specifically agree otherwise in a written document referring to this Agreement, any goods, facilities or services requested by the Company and agreed to be performed by the Supplier shall be performed and/or provided pursuant to this Agreement.
3.2. When the Company wishes to obtain the services of the Supplier, it shall send a Request for Quotation to the Supplier together with relevant information.
3.3. The Supplier will reply with a Quotation within 48 hours of having final information adequate for quoting purposes.
3.4. The Company shall thereafter issue a formal Purchase Order to the Supplier, detailing all information relevant to ensure the Supplier is informed of the type, quantity and nature of services to be provided, including location and other such information.
3.5. In accepting a Purchase Order issued as aforementioned, the Supplier assumes responsibility to perform the Works and all other obligations and duties created under this Agreement within its ambit for the performance of the Works.
3.6. The Supplier shall carry out the Work to the specification required at its own cost except to any extent agreed during the quotation stage, and shall thereafter issue a Delivery Note or Timesheet to the Company, whom shall attend to the signature thereof or if the signature should come from a 3rd party such as an end Customer, shall attend to obtain such signature. Should Whereas, the Company specializes in the provision of subsea services to the operators and contractors in the Oil & Gas industry; And whereas the Supplier offers the services detailed in the Vendor Application Form.
3.7. The Supplier may, at its sole discretion, accept amendments to an Order after acceptance.
3.8. Following completion of the work, the Supplier shall issue an invoice to the Company, which invoice shall detail the extent of the work carried out, the per unit cost, the total cost, any additional disbursements to be covered by agreement during the quotation phase or thereafter as well as the Supplier’s banking details.
4. Term and Termination
4.1. This Agreement is and shall be effective from the date on which the Supplier has completed the Vendor Application Form and shall continue in force and effect for the greater of: a. 24 months; or b. 12 months after the last services were provided to the Company.
4.2. Notwithstanding anything in this Agreement to the contrary, the Company may terminate any Purchase Order and/or suspend the work at any time upon written notice to the Supplier. In the event of such termination or suspension, the Company shall pay the Supplier for all the work properly performed prior to such termination or suspension, which shall include direct costs incurred by the Supplier for mobilization of personnel and equipment, but the Company shall have no other obligation or responsibility to the Supplier including, but not limited to, damages, lost profits, expenses, compensation or other claims in connection the cancelled or uncompleted portion(s) of the Work.
5. Remuneration
5.1. The amount of remuneration payable by the Company to the Supplier shall be specified in individual Purchase Orders issued from time to time.
5.2. Upon completion of the work, the Supplier will send a corresponding invoice to the Company, which shall also include any additional costs as agreed to be covered by the Company.
5.3. The Company will pay the total amount of the invoice by way of Wire or SWIFT transfer within a period of 45 days from the date of invoice, subject to the provision in clause 5.4 below.
6. Personnel
6.1. The Supplier and its personnel shall perform the Work with due skill, diligence and care in accordance with all generally accepted standards and practices applicable to the industry in general and the Works specifically.
6.2. The Supplier, and its personnel, shall use its best efforts to use the equipment in a way that prevents accidents and to minimize risk of injury to persons and damage to property.
6.3. The Supplier shall be responsible for all costs in connection with the engagement or administration of its personnel and for ensuring that such personnel receive the relevant medical, skills and safety training, all relevant travel and accommodation arrangements, obtaining work permits and visas, unless otherwise agreed on an ad hoc basis, which if so agreed shall be detailed in the applicable Purchase Order.
6.4. All Supplier personnel shall be suitably qualified, trained, and experienced to perform the Work for the Company.
7. Independent Contractor Relationship
The Supplier shall be an independent contractor all work hereunder. Neither the Supplier nor anyone employed by the Supplier shall be deemed for any purpose to be the employee, agent, servant or representative of the Company in the performance of any work or service or any part thereof pursuant to this Agreement. no direction or control of the details of the work, Supplier, Supplier’s employees, agents and subcontractors except in the results to be obtained. The work contemplated herein must meet the approval of the Company, however, and shall be subject to the Company’s general right of unlimited access to the work premises, to secure the satisfactory completion thereof.
8. Insurance
8.1. The Supplier shall maintain:
8.1.1. Workers Compensation Insurance applicable to the ordinary domicile of its employees;
8.1.2. Employers Liability Insurance;
8.1.3. General Liability Insurance; and
8.1.4. Prior to performing work hereunder, and if required by the Company, the Supplier shall furnish the Company with a Certificate of Insurance satisfactory to the Company, which shall evidence that the coverage specified herein are in full force and effect and provide that such insurance policies shall not be cancelled, reduced or materially changed without 30 days’ notice to the Company.
9. Reporting
9.1.1. During Works being conducted, the Supplier shall provide frequent, not less than weekly reports to the Company showing data as required by the Company. The Company shall be entitled to request more frequent shall be complied with.
9.1.2. If the Supplier group is involved in an accident or occurrence resulting in injury or damage on Company’s premises, or if such accident involves any third party in any manner whatsoever while Supplier is performing any duties within the scope of this Agreement, the Contractor shall immediately report such accident or occurrence to the Company as well as the Supplier’s Insurance.
9.1.3. The Supplier shall in a timely manner make all reports required by the Company or by law, available relating to its performance under this Agreement and hard copies shall be delivered to the Company if requested.
10. Safety
The Supplier shall always maintain strict discipline and good order among its employees and personnel. The Supplier shall adequately instruct its employees and personnel in the use of hazardous or toxic chemicals, safety equipment and proper procedures for the purpose of executing the Work in a good and workmanlike manner and protecting against illness, injury or death and loss of or and damage to equipment and property. The Supplier shall establish safety rules and procedures and shall require its employees and other personnel to observe such safety rules and procedures as well as any those which may be issued by the Company. The Supplier shall take all measures necessary to provide safe working conditions. The Supplier shall furnish the Company promptly with a report of each accident which may occur relating to the Work and shall notify all government agencies of accidents as required by law.
11. Indemnity Obligations
11.1. The Supplier shall hold the Company harmless and keep it indemnified against any loss, direct or indirect, including but not limited to loss of profits and loss of use, liability, damage or expense that the Company may suffer or to which it may be exposed because of any claims brought directly against it by the owners of the rig or any of their or the Company’s officers, employees or (other) sub-contractors.
11.2. The Supplier shall hold harmless and indemnify the Company in respect of any claim arising out of the death of or personal injury to any person employed by the Supplier or any other sub-contractors of the Supplier engaged in the performance of the Works.
11.3. The Supplier’s Indemnification for Consequential Damages: The Supplier agrees to be fully responsible for and to fully indemnify, release, hold harmless and defend the Company in connection herewith incurred by the Supplier, without limit and without regard to the cause or causes thereof, including the Fault or alleged Fault of the Company and the Parties agree that special, indirect or consequential damages shall, notwithstanding any interpretation under applicable law to the contrary, be deemed to include, whether direct or indirect, without limitation, the following: loss of profit or revenue; costs and expenses resulting from business interruptions; cost of or loss of use of property, equipment, materials and services, including without limitation those provided by contractors or subcontractors of every tier or by third parties.
11.4. Force Majeure. Neither Party shall be liable for failure to perform the terms of this Agreement when such performance is prevented, delayed or rendered impossible Force Majeure For purposes of this Agreement, “Force Majeure” shall mean acts of God, acts, orders, decrees, instructions or other requirements of governmental entities or instrumentalities, insurrections, mobilizations, riots, acts of terrorism, vandalism, sabotage, strikes, lock-outs or other labour disturbances, quarantines, floods, storms, hurricanes, tornadoes, droughts or other extreme and adverse weather conditions, fires, explosions, embargoes, or by other cause not reasonably within the control of either Party. In the event either Party is hindered or prevented from performing its obligations under this Agreement as a result of any Force Majeure, the time for the Party’s performance hereunder shall be extended for a period equal to the duration of such Force Majeure. In the that the Supplier’s failure to perform due to Force Majeure extends more than thirty (30) days, the Company shall be entitled to terminate this contract and to obtain the Goods and Services elsewhere, and shall not be required to obtain the Goods and Services from the Supplier upon cessation of the Force Majeure event.
12. Confidentiality
All information obtained by the Company or the Supplier in entering into this Agreement or in the performance of work under this Agreement, including the provision of information required by the Supplier for issuing of quotations, other than information which is common knowledge or within the public domain, shall be considered confidential and shall not be divulged by the other party except to duly authorized representatives of each organization, or as otherwise duly authorized by either party in writing. These provisions shall remain binding obligations of each party after the completion, expiration or termination of this Agreement for a period of 5 (Five) years after the completion of any work or the termination of this agreement, whichever is the later.
13. Non-Circumvention
This understanding will survive the termination of this agreement and remain in full force and effect for a period of 2 (Two) years from the date of termination hereof. Under this provision, the parties agree that the Supplier will not:
13.1. Circumvent the Company regarding the provision of the services it provides to the end-customer, and which the Works support in all regions to which the Supplier is introduced by the Company;
13.2. Make contact or contracts with, deal with or otherwise involve themselves with any established client of the Company or any Third Parties disclosed during the existence of this Agreement, in a manner which is reasonably likely to cause or serve to cause the circumvention of the Company in the establishment or promotion of its business; loss of business to the Company; loss of business relationships by the Company or create liabilities on behalf of the Company, relating to the business of the Company;
13.3. Request, encourage, or cause any person, firm, partnership, association, corporation or business entity to withdraw, curtail or cancel a business relationship with the Company.
14. General
14.1. Variation. No addition or variation to, consensual cancellation or of this agreement and no waiver of any right arising from this agreement or its breach or termination shall be of any force or effect unless reduced to writing and signed by both/either the parties or their duly authorized representatives.
14.2. Indulgence. The failure or delay by either party to enforce or to require the performance at any time of any of the provisions of this Agreement shall not be construed to be a waiver of such provision, and shall not affect either the validity of this Agreement or any part hereof or the right of the indulging party to enforce the provisions of this Agreement.
14.3. Representation. Each party represents that it has authority to enter this agreement and to do all things necessary to procure the of its obligations in terms of this agreement.
14.4. Governing Law. The agreement will be governed by and construed in accordance with the laws of Spain.
14.5. Severability. In the event of any one or more of the provisions of this agreement being held for any reason to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this agreement, and this agreement shall be construed as if such invalid, illegal or unenforceable provisions were not a part of this agreement, and this agreement shall be carried out as nearly as possible in accordance with its original terms and intent.
14.6. Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this agreement to any Third Party without the prior written consent of the other party. This agreement shall be binding on of the successors and personal representatives (as the case may be) the parties.
14.7. Publicity. Neither party will make or issue any formal or informal announcement or statement to the press or any Third Party in connection with this agreement without the prior written consent of the other party and will retain the terms, terms of performance and content of this agreement strictly confidential. In addition, no public statement concerning any project in which the parties were, are or will be engaged, will be made without the approval of the other party.
