. APPLICABILITY AND DEFINITIONS
1.1 These General Terms and Conditions for Services (GT&C) are
intended to apply to contracts for the supply of Services by Contractor to
Buyer.
1.2 “Buyer” shall mean the entity ordering Services from Contractor.
“Contract” shall mean the contract between the Parties consisting of the
Purchase Order and all contract documents referenced in or belonging to
the Purchase Order, including the documents set out in Clause 1.3 and
including any amendments to any such documents.
“Contractor” shall mean the person or entity supplying Services to Buyer
pursuant to the Contract.
“Deliverables” shall mean all documentation, results and/or materials to be
delivered by Contractor to Buyer as a result or as part of Contractor’s
services as set forth in the Contract.
“Owner” shall mean the customer of Buyer (or of an affiliate of Buyer, as
the case may be) and/or user of the Services or any part thereof and shall
include such person’s representatives, engineer, successors and assigns,
and inspection and testing agencies.
“Purchase Order” or “PO” shall mean the purchase order to which these
GT&C apply, issued by Buyer to Contractor for the Services.
“Services” shall mean erection, installation, commissioning, inspection,
technical assistance, repair, short term maintenance and all site services
(including but not limited to scaffolding, hire of cranes or other equipment)
and related works and supplies that are required from Contractor under
the Contract or are to be reasonably inferred from the terms thereof,
including as applicable the Deliverables and including any work to remedy
defects.
1.3 All Contract documents shall be taken as mutually explanatory of one
another. In case of conflict, the documents shall be interpreted and prevail
in the following order of precedence: a) the PO, including any particular
terms and conditions incorporated into the PO but excluding any
appendices to the PO unless expressly stated in the PO to prevail;
b) if applicable, the agreement under which the PO is issued, excluding
any appendices thereto; c) these GT&C; d) if applicable, the appendices
to the agreement under which the PO is issued, in numbering or
alphabetical order as applicable; e) as applicable, the appendices to
and/or the documents referenced in the PO.
1.4 In no event shall Contractor’s general terms and conditions or other
terms or conditions of whatever kind apply, unless Buyer has expressly
agreed thereto in writing.
2. FORMATION OF THE CONTRACT
Contractor shall acknowledge acceptance within ten (10) days after
receipt of Buyer’s Purchase Order. In case Contractor fails to respond
within the ten-day period, the Purchase Order issued by Buyer shall be
deemed accepted. In any event Contractor’s commencement of
performance in any manner under the Purchase Order, sending of any
invoice or acceptance of any payment in relation to the Purchase Order,
shall constitute unconditional acceptance of said Purchase Order.
3. PERFORMANCE OF THE SERVICES
3.1 Prevailing Circumstances. Contractor warrants that it has acquainted
itself with all facts and circumstances relevant to the performance of its
obligations under the Contract (including without limitation and as
applicable, availability of labor, existing structures and equipment to which
the Services pertain, access, availability of utilities, surface conditions and
other site conditions) and that it has agreed to the terms of the Contract
accordingly.
3.2 Subcontracting. The Services shall not be subcontracted in whole or
part without Buyer’s prior written approval. Contractor shall remain liable
at all times for any acts or omissions of any subcontractors.
3.3 Full Responsibility for the Work. Contractor shall be responsible for its
own interpretation of any documentation and information obtained. No
document or information obtained by Contractor from Buyer shall in any
way release Contractor from its obligation to review any such document
and information and promptly to notify Buyer of potential problems and/or
obtain any additional information and data from the Buyer or from other
sources, where appropriate, in order to ensure prompt and proper
execution of the Services. Any participation by Buyer in selecting any
subcontractor, planning the Services, processing of any document,
information, data, material and/or software, or any review or approval of
the same by Buyer, shall not release Contractor from its obligation to
perform the Services in full compliance with the terms of the Contract.
Contractor waives any and all rights to a schedule or price adjustment
with respect to any such site conditions or other circumstances
encountered.
3.4 Contractor Personnel. Contractor personnel performing the Services
shall be fully competent, qualified and capable of properly performing the
Services.
3.5 If requested by Buyer, Contractor shall provide Buyer with a written list
of the personnel employed or to be employed in the performance of the
Services. In this respect Contractor shall be responsible for complying
with any applicable law or regulation on personal data protection.
3.6 Should any personnel provided by the Contractor be unsatisfactory to
Buyer, Buyer shall have the right to require the removal of such person
from the performance of the Service upon justification of such request for
removal to Contractor. Upon such Buyer’s request Contractor shall
promptly replace such person with another person satisfying the Contract
requirements. Any costs resulting from such replacement shall be at the
Contractor’s sole expenses.
3.7 Without prejudice to Buyer’s right to monitor the performance of the
Services, Contractor shall remain responsible for the personnel it assigns
to such Services. In particular, Contractor shall have exclusive
responsibility for the management, discipline and safety of its personnel.
3.8 Contractor shall be responsible for strictly complying with all
applicable laws relating to the employment of labor. In particular
Contractor shall strictly observe the laws and regulations in force
regarding the prevention and control of illegal employment, and shall
submit to the Buyer before starting to perform the Services, the
corresponding certificates and any additional document that may be
required under the Contract. It is understood and agreed that Contractor
shall assume full liability for the payment of all labor costs associated with
performing the Services and for the payment and/or collection of all
pension, social security, unemployment insurance and/or other
employment taxes or contributions imposed by domestic or foreign
authority and arising from the employment of any person by Contractor.
Contractor shall be responsible for obtaining at its expenses all visa and
work related permits required for the performance of the Services.
3.9 Environment, Health and Safety (EHS) and Site Internal Rules. In
case of Services performed on any Buyer and/or Owner site, Contractor
shall observe and shall procure that its personnel, as well as its
subcontractors and their personnel as the case may be, at all times
observe all site internal rules and procedures, including EHS rules and
requirements, and applicable instructions of Buyer and/or Owner. In
particular Contractor shall apply the Buyer’s EHS Requirements as
applicable to the Contractor as set out by Buyer’s parent compa
. APPLICABILITY AND DEFINITIONS
1.1 These General Terms and Conditions for Services (GT&C) are
intended to apply to contracts for the supply of Services by Contractor to
Buyer.
1.2 “Buyer” shall mean the entity ordering Services from Contractor.
“Contract” shall mean the contract between the Parties consisting of the
Purchase Order and all contract documents referenced in or belonging to
the Purchase Order, including the documents set out in Clause 1.3 and
including any amendments to any such documents.
“Contractor” shall mean the person or entity supplying Services to Buyer
pursuant to the Contract.
“Deliverables” shall mean all documentation, results and/or materials to be
delivered by Contractor to Buyer as a result or as part of Contractor’s
services as set forth in the Contract.
“Owner” shall mean the customer of Buyer (or of an affiliate of Buyer, as
the case may be) and/or user of the Services or any part thereof and shall
include such person’s representatives, engineer, successors and assigns,
and inspection and testing agencies.
“Purchase Order” or “PO” shall mean the purchase order to which these
GT&C apply, issued by Buyer to Contractor for the Services.
“Services” shall mean erection, installation, commissioning, inspection,
technical assistance, repair, short term maintenance and all site services
(including but not limited to scaffolding, hire of cranes or other equipment)
and related works and supplies that are required from Contractor under
the Contract or are to be reasonably inferred from the terms thereof,
including as applicable the Deliverables and including any work to remedy
defects.
1.3 All Contract documents shall be taken as mutually explanatory of one
another. In case of conflict, the documents shall be interpreted and prevail
in the following order of precedence: a) the PO, including any particular
terms and conditions incorporated into the PO but excluding any
appendices to the PO unless expressly stated in the PO to prevail;
b) if applicable, the agreement under which the PO is issued, excluding
any appendices thereto; c) these GT&C; d) if applicable, the appendices
to the agreement under which the PO is issued, in numbering or
alphabetical order as applicable; e) as applicable, the appendices to
and/or the documents referenced in the PO.
1.4 In no event shall Contractor’s general terms and conditions or other
terms or conditions of whatever kind apply, unless Buyer has expressly
agreed thereto in writing.
2. FORMATION OF THE CONTRACT
Contractor shall acknowledge acceptance within ten (10) days after
receipt of Buyer’s Purchase Order. In case Contractor fails to respond
within the ten-day period, the Purchase Order issued by Buyer shall be
deemed accepted. In any event Contractor’s commencement of
performance in any manner under the Purchase Order, sending of any
invoice or acceptance of any payment in relation to the Purchase Order,
shall constitute unconditional acceptance of said Purchase Order.
3. PERFORMANCE OF THE SERVICES
3.1 Prevailing Circumstances. Contractor warrants that it has acquainted
itself with all facts and circumstances relevant to the performance of its
obligations under the Contract (including without limitation and as
applicable, availability of labor, existing structures and equipment to which
the Services pertain, access, availability of utilities, surface conditions and
other site conditions) and that it has agreed to the terms of the Contract
accordingly.
3.2 Subcontracting. The Services shall not be subcontracted in whole or
part without Buyer’s prior written approval. Contractor shall remain liable
at all times for any acts or omissions of any subcontractors.
3.3 Full Responsibility for the Work. Contractor shall be responsible for its
own interpretation of any documentation and information obtained. No
document or information obtained by Contractor from Buyer shall in any
way release Contractor from its obligation to review any such document
and information and promptly to notify Buyer of potential problems and/or
obtain any additional information and data from the Buyer or from other
sources, where appropriate, in order to ensure prompt and proper
execution of the Services. Any participation by Buyer in selecting any
subcontractor, planning the Services, processing of any document,
information, data, material and/or software, or any review or approval of
the same by Buyer, shall not release Contractor from its obligation to
perform the Services in full compliance with the terms of the Contract.
Contractor waives any and all rights to a schedule or price adjustment
with respect to any such site conditions or other circumstances
encountered.
3.4 Contractor Personnel. Contractor personnel performing the Services
shall be fully competent, qualified and capable of properly performing the
Services.
3.5 If requested by Buyer, Contractor shall provide Buyer with a written list
of the personnel employed or to be employed in the performance of the
Services. In this respect Contractor shall be responsible for complying
with any applicable law or regulation on personal data protection.
3.6 Should any personnel provided by the Contractor be unsatisfactory to
Buyer, Buyer shall have the right to require the removal of such person
from the performance of the Service upon justification of such request for
removal to Contractor. Upon such Buyer’s request Contractor shall
promptly replace such person with another person satisfying the Contract
requirements. Any costs resulting from such replacement shall be at the
Contractor’s sole expenses.
3.7 Without prejudice to Buyer’s right to monitor the performance of the
Services, Contractor shall remain responsible for the personnel it assigns
to such Services. In particular, Contractor shall have exclusive
responsibility for the management, discipline and safety of its personnel.
3.8 Contractor shall be responsible for strictly complying with all
applicable laws relating to the employment of labor. In particular
Contractor shall strictly observe the laws and regulations in force
regarding the prevention and control of illegal employment, and shall
submit to the Buyer before starting to perform the Services, the
corresponding certificates and any additional document that may be
required under the Contract. It is understood and agreed that Contractor
shall assume full liability for the payment of all labor costs associated with
performing the Services and for the payment and/or collection of all
pension, social security, unemployment insurance and/or other
employment taxes or contributions imposed by domestic or foreign
authority and arising from the employment of any person by Contractor.
Contractor shall be responsible for obtaining at its expenses all visa and
work related permits required for the performance of the Services.
3.9 Environment, Health and Safety (EHS) and Site Internal Rules. In
case of Services performed on any Buyer and/or Owner site, Contractor
shall observe and shall procure that its personnel, as well as its
subcontractors and their personnel as the case may be, at all times
observe all site internal rules and procedures, including EHS rules and
requirements, and applicable instructions of Buyer and/or Owner. In
particular Contractor shall apply the Buyer’s EHS Requirements as
applicable to the Contractor as set out by Buyer’s parent compa
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