Omega Management Pte Limited acts as Ship Manager for and on behalf of the registered owner of the vessels for which it orders GOODS and/or SERVICES. Except if expressly stated in the ORDER or CONTRACT, Omega Management Pte Limited acts for and on behalf and concludes any CONTRACT not in its own name, but in the name of the Registered Owner.
These General Terms and Condition of Purchase will apply in both cases.
The terms in these General Terms and Condition of Purchase are defined as follows.
Omega Management Pte Limited signing on its own behalf and or for and on behalf of the Registered Owner as stated in the CONTRACT or ORDER.
These General Terms and Conditions of Purchase
Any contract, either as individual contract or framework contract that may be concluded between the COMPANY and the SUPPLIER regarding the purchase of GOODS or the rendering of SERVICES.
The frustration of the delivery of the GOODS and/or the rendering of SERVICES and/or other obligations due to incidents which are unforeseeable and can by no means be prevented from happening by the parties, both even by applying the highest form of diligence, including but not limited to acts of god, war, civil commotion or industrial dispute.
Goods, materials and/or equipment as named by the ORDER and all applicable documentation, datasheets and certification as specified in the ORDER as integral part thereof;
Includes besides letters, facsimile transmission, and e-mail;
International Organization for Standardization
A purchase order or an order for services from the COMPANY to the SUPPLIER, covering the purchase of GOODS and SERVICES which may relate to an existing CONTRACT as defined by OMEGA SUPPLIER GUIDELINES.
The Supplier Guidelines A(products), B(bulk products), and C(services) in the current version as issued by the COMPANY in the form applicable to the nature of the ORDER and/or CONTRACT, forming an integral part of these CONDITIONS.
The work or Services as named by the ORDER and all applicable documentation and certification as specified in the ORDER as integral part thereof; "SPV" the single purpose vehicle as owner of a vessel
The person or company named in the CONTRACT or ORDER as the seller of the GOODS and/or provider of SERVICES.
Any entity other than the COMPANY or the SUPPLIER
1.1 These CONDITIONS apply exclusively one very CONTRACT concluded between the COMPANY and a SUPPLIER. The COMPANY does not accept any conflicting conditions or any conditions made by the SUPPLIER which deviate from the CONDITIONS except in cases where the COMPANY has expressly agreed to these in advance.
1.2 ORDERS ,CONTRACTS and any additions or amendments to ORDERS and CONTRACTS are binding on the COMPANY only if they are made or confirmed by the COMPANY IN WRITING.A waiver of the written form shall only be effective IN WRITING.
1.3 The OMEGA SUPPLIER GUIDELINES from an integral part of any CONTRACT between the COMPANY and the SUPPLIER. The GOODS and SERVICES will only be accepted by the COMPANY if the SUPPLIER complies with the rules and criteria set our therein.
2.1 Original Drawings and other papers that the COMPANY provides to then SUPPLIER for the purpose of enabling the SUPPLIER to fulfill the ORDER shall remain in the ownership of the COMPANY and shall be returned free of charge after performance of the CONTRACT.
2.2 The approval of drawings, calculations and other technical documents by the COMPANY shall not affect the warranty and guarantee obligations of the SUPPLIER with regard to the supplied GOODS and SERVICES.
2.3 OMEGA SUPPLIER GUIDELINES will apply to any ORDER and subsequently to any CONTRACT made by the COMPANY.
3.1 GOODS will be deemed to have been delivered on time if they are received at the time and place stated in the ORDER.
3.2 The ownership in and risk of the GOODS shall pass to the COMPANY upon delivery of the GOODS and transfer of ownership there into the COMPANY in accordance with the term s of the ORDER and/or CONTRACT. The ownership in GOODS is only transferred to the COMPANY, if the installation or the mounting of the GOODS is accepted by the COMPANY, after the installation or the mounting there of is successfully completed; the SERVICES are only delivered to the COMPANY, if the COMPANY has accepted the SERVICESIN WRITING.
3.3 Without prejudice to the statutory claims for late delivery, the SUPPLIER shall inform the COMPANY without delay if the SUPPLIER becomes aware or believes that the will not be able to meet the agreed delivery dates.
3.4 Early delivery or performance shall require the prior consent of the COMPANY.
3.5 The SUPPLIER shall deliver all items in proper, correct, secure and environmentally friendly packaging and label it with ships name, order number and requisition number. If ISO standard apply, the SUPPLIER warrants complying with these ISO standards in the currently prevailing version. If the items are subject to international rules regarding the transportation of hazardous goods ,the SUPPLIER shall comply with such rules, including the necessary labeling of the items, and inform the COMPANY accordingly.
3.6 If requested by the COMPANY, the SUPPLIER shall take back any packaging or transport units of the GOODS in full or in parts at the place of delivery free of charge.
4.1 The SUPPLIER shall mark all GOODS with the delivery information according to OMEGA SUPPLIER GUIDELINES. If applicable, the SUPPLIER will furnish the GOODS with any available certificates.
5.1 The term of payment shall commence upon receipt of the invoice, showing the necessary information as defined by OMEGA SUPPLIER GUIDELINES, however not before delivery of the GOODS and/or complete performance of the agreed SERVICES.
5.2 The payment does not constitute an acceptance of the GOODS and/or SERVICES nor a waiver of the right to demand supplementary performance according to Clause 6 hereof.
5.3 Prices mentioned in any quotation of the SUPPLIER and subsequently any ORDER and/or CONTRACT shall include all costs required to fully deliver the GOODS and/or SERVICES under the ORDER including and taking into account any specifications, drawings etc. which are forming an integral part of the ORDER. The prices shall be firm, unless expressly agreed otherwise in the ORDER. Extra charges not covered by the ORDER will not be paid, unless expressly agreed otherwise in the ORDER.
5.4 The SUPPLIER shall not assign the ORDER, any part there of or any obligation, right, benefit or interest there under to a THIRD PARTY without the prior approval IN WRITING of the COMPANY.
5.5 No sub-contract between the SUPPLIER and a THIRDPARTY shall construe any form of contractual relationship between the COMPANY and the THIRD PARTY.
6.1 GOODS supplied and SERVICES rendered must have all the characteristics agreed on in the ORDER and /or CONTRACT. Furthermore, they must accord with the current state of the art and comply with all applicable rules and requirements stipulated by regulatory authorities and industry associations such as the ISO standards, including , in particular, there Levant accident prevention rules and regulations in force at the time.
6.2 Notices of defect sent by the COMPANY shall be deemed to have been submitted in sufficient time if they are received by the SUPPLIER within two (2)weeks after delivery as stated in Clause3.In the case of latent defects, the above two-weeks-period commences when the defects are detected.
6.3 The COMPANY may at its own discretion assert the right to supplementary performance of any CONTRACT by demanding that the defect shall be repaired or that the defective item shall be replaced . In such cases, therighttodemandsupplementaryperformanceincludespaymentorreimbursement of all expenses required for the purpose of repairing the defector replacing the defective item, particularly expenses for transport, travel, labor and materials. Repairs and replacements shall be under taken at the place where the item is situated, provided that this is reasonable in the individual circumstances. If repair of defects or replacement is not possible, unsuccessful, can in the circumstances not reasonably be undertaken or is refused by the SUPPLIER, the COMPANY shall been titled to rescind the contractor demand are duct-ion in the purchase price. In addition, the COMPANY shall be entitled to claim compensation for damages.
6.4 If the defective item supplied to the COMPANY by the SUPPLIER is a part that has been installed in other equipment or items, then the costs of repairing the defect or replacing the part shall include the costs of uninstalling the defective part and installing the repaired or replacement part. The SUPPLIER’s obligation to repair or replace defective parts and to pay the associated uninstall and re-installation costs exists irrespectively of fault or Culp ability on the part of the SUPPLIER.
6.5 If, despite being requested to do so, the SUPPLIER does not comply with its obligations to repair or replace defective items or refuses to comply with these obligations, the COMPANY shall also be entitled , in due course, to carry out the necessary measures at the cost and risk of the SUPPLIER.
6.6 Claims arising from the Supplier's liability for defects and claims for damages will lapse by limitation36 months after the date of receipt of the defective items, or, if the items supplied are tested,36months after the date of testing, or, if commissioning is planned instead,36monthsafterthedateof commissioning.
6.7 In case of resale, the SUPPLIER who is responsible for the defect shall indemnify the COMPANY against and hold the COMPANY harmless from any product liability claims that may arise from this defect.
7.1 For a period often(10) years, calculated from the date of delivery as per Clause 3, the SUPPLIER guarantees that the use of the supplied items does not infringe patents or other property rights of THIRD PARTIES. The SUPPLIER shall indemnify the COMPANY against and hold the COMPANY harm less from any claims made against us or our customers as a result of any infringement of domestic or foreign industrial property rights.
8.1 The COMPANY reserves the right to cancel the ORDER if the SUPPLIER does not deliver the GOODS at the agreed time or place and if the vessel has departed from the agreed place of delivery after the agreed time of delivery.
8.2 In case the item is addressed to a named vessel and this vessel has been sold prior to delivery, the COMPANY reserves the right to cancel the ORDER. The SUPPLIER may claim expenses incurred by the SUPPLIER prior to a notice of cancellation.
9.1 Each party shall, in the performance of all of its rights and obligations under the CONTRACT, comply with all applicable laws, rules, regulations and by-laws and with all orders, decrees, policies and directives issued by applicable governmental authorities. Nothing in these CONDITIONS shall be construed as requiring either party to perform its obligations here under, where such performance shall constitute an infringement, contravention or breach of any such applicable laws, rules, regulations, etc.
9.2 At all times during the effectiveness of the CONTRACT, each of the SUPPLIER and the COMPANY shall comply with all laws, statutes, regulations and codes relating to anti-bribery and anti-corruption which are applicable to it. Each of the SUPPLIER and the COMPANY confirms that it is aware of the U.S. Foreign Corrupt Practices Act(“FCPA”) and the U.K. Bribery Act 2010 (the “Bribery Act”)and confirms that, in the performance of the CONTRACT, it will not violate any provisions of the FCPA, the Bribery Actor any anti-corruption laws of Germany, Singapore or the country of incorporation of the SUPPLIER.
9.3 If it is clear from the ORDER that the GOODS or SERVICES to be supplied are to be moved to and/or used in a foreign state specified in the ORDER or are to be delivered to such a state by the SUPPLIER, the SUPPLIER shall ensure that there are no countervailing provisions of German law, the laws of Singapore or the law of the place where the SUPPLIER is incorporated, of the national laws of the destination state, of the national laws of the place of origin and/or of supranational law(such as EU law) including international rules regarding the transportation of hazardous goods and international trade sanctions which preclude the shipment or delivery or which limit the usability of the GOODS or SERVICES.
If there are such countervailing laws, the SUPPLIER shall notify the COMPANY of these circumstances without undue delay and the COMPANY shall in any event been titled to reject the GOODS or SERVICES and require the SUPPLIER to provide alternative GOODS or SERVICES, payment not to be due until the alternative GOODS or SERVICES are received. If and to the extent that the SUPPLIER Culp ably breaches this duty to notify the COMPANY, the SUPPLIER shall compensate the COMPANY for any ensuing losses.
9.4 The data required to process any CONTRACTS will be stored in the computer system of the COMPANY
9.5 The SUPPLIER agrees to provide the COMPANY on request with evidence to verify the Supplier's compliance with this Clause.
10.1 The SUPPLIER shall be liable for the payment of all taxes and contributions properly and lawfully imposed on the SUPPLIER or any of its sub-contractors, agents or employees, including, but not limited to, unemployment insurance, national insurances, social security benefits, corporate taxation and related fines and penalties as imposed by an local or national government on the SUPPLIER in the country or location where the SERVICES are performed according to the ORDER.
10.2 The SUPPLIER shall keep adequate documentation relating to the GOODS and SERVICES and the payments mentioned under Clause 11.1.The COMPANY or an auditor appointed by the COMPANY shall have the right to audit the Supplier's documentation. The SUPPLIER shall grant the COMPANY access to such documentation upon reasonable request of the COMPANY.
10.3 The SUPPLIER shall ensure that all contracts with a THIRD PARTY contain the obligation as stated in Clause 11.1 and 11.2 of these CONDITIONS.
11.1 The place of performance is the place specified in the delivery address of the ORDER.
11.2 The COMPANY and the SUPPLIER agree to first seek an amicable solution to any disagreements between the Parties which could arise from any CONTRACT or in connection thereof. If An amicable solution cannot be obtained, the COMPANY and the SUPPLIER agree to settle any dispute, controversy or claim arising out of or relating to any CONTRACT, by arbitration in accordance with the Arbitration Rules of the International Chamber of Commerce. The place of arbitration shall be Singapore. The language of the arbitration shall be English.
11.3 English law shall apply.
11.4 If any part, term or provision of these CONDITIONS is held to be illegal or unenforceable neither the validity nor enforce ability of the remainder of these CONDITIONS shall be affected.