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General Terms and Conditions of the Purchase Order (PO)
1. Definitions:
“Company” means the entity set out in the PO, to which the Supplier shall issue invoice for the Deliverables. “Deliverables” means the Products and/or Services.
“Delivery Location” means the location set out in
the PO to which the Products shall be delivered
and/or the Services shall be performed.
“Fees” means the total price set out in the PO for the purchase of the Deliverables. “PO” means the Purchase Order issued by the
Company to the Supplier for the supply of the
Deliverables, to which these General Terms and
Conditions are annexed.
“Products” means the products to be supplied by the Supplier to the Company under the PO. “Services” means the services to be supplied by the
Supplier to the Company under the PO.
“Supplier” means the entity set out in the PO, to
which the PO is issued to.
“Terms” means these General Terms and Conditions of the PO, as may be amended from time to time by the Company. 2. The PO is subject to the Terms. The PO shall
be sent by facsimile transmission or email and shall
be deemed served on the Supplier at the date of
transmission. The PO shall be duly acknowledged
and signed by the Supplier immediately upon
receipt.
3. The Supplier hereby represents and warrants
that:
a) The Deliverables shall conform to the
descriptions and specifications set out in
the PO.
b) The Products shall be of merchantable
quality under the applicable laws, and free
from defects in design, materials and
workmanship.
c) The Services shall be performed with all
reasonable skills and care and in
accordance with the standard commercial
practices in the industry for similar
services.
d) The Deliverables shall be in compliance
with the applicable laws.
e) The Deliverables shall not infringe any
intellectual property rights or other
proprietary rights of any third party.
4. The Supplier shall ensure that the Deliverables
are properly packed and secured in such manner as
to enable them to reach the Delivery Location in
good condition. The package shall follow the
labeling instructions set out under the PO and shall
be clearly marked with the PO number and each
item’s part number. In case of partial delivery, the remaining outstanding orders/back order item
numbers shall be shown on the packing list with the expected date of delivery. 5. The Supplier shall ensure that (a) each Product
must be labeled in English for easy understanding and identification; (b) the description of the
Products stated on the label is true and accurate
without any misleading information or omission
and complies with applicable laws and regulations;
(c) the Products shall contain an appropriate precautionary statement if the Products contain
chemicals or otherwise dangerous or hazardous; and (d) the expiry date, to the extent applicable, be stated clearly on the Product label. 6. The Supplier shall deliver the Deliverables to the Delivery Location at the delivery time and date
as set out in the PO or, if no such time or date is specified in the PO, at such time and date as the
Company may designate and notify the Supplier. Delivery shall be deemed to be complete only when: a) all of the Deliverables (together with any
required shipping documentation and any
other documentation specified in the PO)
have been delivered to the Delivery Location; and b) an authorized representative of the
Company has had a reasonable time to inspect the Deliverables and signed a receipt for the same. 7. Where applicable, a copy of the PO together with the Delivery Order shall be attached to the Deliverables upon delivery. 8. If any of the Deliverables delivered to the Company do not comply with the PO and the Terms, without limiting any other rights or remedies that the Company may have, the Company may: a) require the Supplier, at the Supplier’s sole risk and expense, to collect, repair or replace the defective Deliverables promptly at such time as designated by the Company, failure of which will entitle the Company to obtain substitute products from a third party supplier or have the defective Deliverables repaired by a third party at the Supplier’s cost ; or b) reject the defective Deliverables in part or in whole and require the Supplier to repay the price of the defective Deliverables. 9. The Supplier shall issue the invoices for the payment of the Fees in accordance with the payment terms set out in the PO, or, if it is not provided in the PO, after completion and delivery of all the Deliverables under the PO. The Company shall make the payment in accordance with the payment terms set out in the PO, or, if it is not provided in the PO, within thirty (30) days of the date of receipt of the
Supplier’s invoice. If applicable, the Supplier shall
furnish the Company with the applicable valid tax
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invoices within seven (7) days from the payment date. Invoices and tax invoices shall be properly issued to the Company as stated in the PO in its full name.
10. Unless otherwise stated in the PO, the Fees are inclusive of goods and services tax, sales tax, service tax, value added tax, consumption tax, business tax or any similar taxes or other governmental duties and levies that may be imposed by the relevant tax authorities and/or government bodies. The parties understand and agree that there will not be any additional tax to be added to the Fees and the Supplier shall bear the tax (if any). The Company shall deduct the applicable withholding tax that may be imposed by the relevant tax authorities and/or government bodies from the payment of the Fees and pay the Supplier the net amount thereof. It has been agreed that the Supplier shall bear the costs of the withholding tax (if any) relating to the transaction under the PO. The parties hereby agree and undertake that they shall each be responsible for their respective income/profit tax arising from the transaction under the PO but for the avoidance of doubt, the Supplier shall solely be responsible for the tax reporting and/or withholding obligations which may be imposed by the relevant tax authorities and/or government bodies in relation to the transaction under the PO.
11. Where the content of the PO requires the Supplier to be presented on the Vessel during the voyage, the Supplier agrees that the Company’s “Guidelines on Contractors Responsibilities and Expense Claims” shall be an integral part of this PO. Copies of these guidelines are available upon request and an acknowledgement will be presented to the Supplier for signing upon arrival onboard the Vessel.
12. To the extent that, in connection with the PO, each party comes into possession of any information of a confidential nature of the other party (“Confidential Information”), each party agrees to use the Confidential Information of the other party solely for the purposes of performing the PO, and will not disclose such Confidential Information to any third party without the other party’s prior written consent.
13. The Supplier will indemnify and hold the Company harmless from all claims, liabilities, costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company as a result of or in connection with:
a) any alleged or actual infringement, whether or not under Hong Kong law, of any third party’s
intellectual property rights or other rights arising of out of the use or supply of the Deliverables; and/or
b) any claim made against the Company in respect of any liabilities, loss, damage, injury, cost or expense sustained by the Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury cost or expense was caused by, related to arises from the provision of the Deliverables as a consequence of a breach or negligent performance or failure or delay in performance of the PO by the Supplier.
14. The Supplier shall indemnify and hold the Company harmless from all claims, liabilities, costs, proceedings, losses, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, the Company as a result of or in connection with any act or omission of the Supplier in the performance of the PO or any breach by the Supplier of the PO and the Terms.
15. The PO may be terminated forthwith by either party by written notice to the other party with immediate effect if:
a) the other party fails to perform the PO and
the Terms and such failure, if remediable, is not remedied within seven (7) days of written notice to the other party; or
b) the other party is unable to pay its debts as
they fall due, offers to make any arrangement with its creditors, or is declared bankrupt, or a resolution or petition to wind-up the other Party (being a corporate body) is passed or presented, or a receiver, administrative receiver or manager is appointed over the whole or any part of the other party’s business or assets.
Notwithstanding anything to the contrary herein, the Company may terminate the PO without cause at any time upon seven (7) days’ written notice in advance to the Supplier; provided however that the Company shall pay the actual costs incurred by the Supplier for the performance of the PO up to the termination of the PO. 16. Termination of the PO for any reason shall not release any party hereto from any liability which, at the time of such termination, has already accrued to the other party or which is attributable to a period prior to such termination nor preclude either party from pursuing any rights and remedies it may have hereunder or at law or in equity with respect to any breach of the PO and the Terms. The rights and obligations set forth in the PO and the
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Terms shall extend beyond the termination of the PO to the extent that the survival of such rights or obligations is necessary to permit their complete fulfillment or discharge.
17. The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of the PO and the Terms will not be a waiver of them of the right at any time subsequently to enforce all terms and conditions of the PO and the Terms.
18. The rights and remedies provided hereunder are cumulative and not exclusive of any rights or remedies otherwise provided by law.
19. The PO and the Terms shall be governed by and construed in accordance with the laws of Hong Kong without reference to its conflicts of laws principles. Any dispute, controversy or claim arising out of or in relation to the PO and the Terms, or the breach termination or invalidity thereof, shall be subject to the exclusive jurisdiction of Hong Kong courts.
20. The PO and the Terms constitute the entire agreement and supersedes all other prior agreements whether written or oral between the parties in respect of the subject matter hereof.
21. The PO shall not be capable of assignment by either party (whether in whole or in part) without the written consent of the other party; provided however that either party may assign all of its rights and obligations under the PO to its affiliates or subsidiaries with a written notice to the other party. 22. It is understood and agreed that each of the parties hereto is an independent contractor and that neither party is, nor shall be considered to be, an agent, distributor or representative of the other party. Neither party shall act or represent itself, directly or by implication, as an agent of the other or in any manner assume or create any obligation on behalf of, or in the name of, the other party.
23. If any provision hereof is declared or found to be illegal, unenforceable or void, then such provision shall be null and void but each other provision hereof not so affected shall be enforced to the full extent permitted by applicable law.
24. The parties intend that no term of the PO and the Terms may be enforced by any person who is not a party to it.
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2022-08-13
