GENERAL CONDITIONS FOR THE PROVISION OF SERVICES
1.
2.
Prevailing Effect of these General Conditions
1.1
These General Conditions shall apply and shall be incorporated by reference in any
Commercial Agreement/Order issued hereunder and shall prevail at all times
between the Parties over any other terms and conditions with respect to the provision
of Services except as modified, supplemented, or amended either:- (i) by formal
written amendment to these General Conditions; or, (ii) by incorporation of any
special conditions into any Commercial Agreement/Order.
1.2
These General Conditions shall apply to any verbal or written instruction, provided
such instruction is ratified in writing by a Commercial Agreement/Order by Songa
Offshore to the Contractor.
1.3
Nothing in these General Conditions shall obligate Songa Offshore to order any
Services from the Contractor nor shall the Contractor be obligated to accept any
Order issued hereunder.
Definitions
2.1
“Affiliate” shall mean any company or legal entity which:
(a) controls, either directly or indirectly, the party in question; or
(b) is directly or indirectly controlled by a company or entity that controls, directly
or indirectly, the party in question; or
(c) is directly or indirectly controlled by the party in question.
“Control” means the right to exercise fifty per cent (50%) or more of the voting rights
of such company or entity.
2.2
“Client” shall mean any oil and gas exploration and/or production company for
which Songa Offshore has undertaken to provide services and in conjunction with
which the Services are being performed.
2.3
“Client Group” shall mean and include the Client, any co-venturer of the Client in
any licence block or concession area in which the Services are being performed and
its and their Affiliates, its and their respective officers, directors, employees, agents,
servants and insurers and, only to the extent that the Client provides indemnity
protection in respect thereof in its contract with Songa Offshore, the Client’s and its
Affiliates other contractors, sub-contractors and suppliers of any tier (excluding the
Contractor Group and the Songa Offshore Group), its and their Affiliates and its and
their respective officers, directors, employees, agents, servants and insurers.
2.4
“Consequential Loss” shall mean:(a) consequential or indirect loss under applicable law; and/or
(b) loss or deferment of production, loss of product, loss of use (including, without
limitation, loss of use or the cost of use of property, equipment, materials and
services including, without limitation, those provided by contractors or
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Revised 2016
subcontractors of every tier or by third parties), loss of business and business
interruption, loss of revenue, loss of profit or anticipated profit, whether or not
such losses were foreseeable at the time of entering into this Agreement and, in
respect of paragraph (b) only, whether the same are direct or indirect.
3.
2.5
“Contractor” shall mean shall mean the person or company named in the Order as
future provider of Services.
2.6
“Contractor Group” shall mean and include the Contractor, any Affiliate of
Contractor and its and their contractors, sub-contractors and suppliers of any tier and
its and their respective Affiliates, officers, directors, employees, agents, servants and
insurers.
2.7
“Commercial Agreement/Order” shall mean the written and agreed price structure,
term and any subsequent instruction signed by Songa Offshore and issued to the
Contractor for the provision of Services under these General Conditions and shall
include the specific requirements of Songa Offshore with respect to the scope of
work, applicable rates and charges and the location of the Rig or the Site.
2.8
“Parties” shall mean collectively, Songa Offshore and Contractor.
2.9
“Personnel” shall mean any personnel provided by Contractor, whether directly or
indirectly, and utilised to perform the Services at the Rig or Site.
2.10
“Rig” shall mean the mobile offshore drilling unit on which the Contractor is to
perform the Services as required by Songa Offshore.
2.11
“Services” means the services, Personnel, equipment and materials to be provided
by the Contractor and the work to be carried out as specified in the Appendix to these
General Conditions and in any Commercial Agreement/Order.
2.12
“Site” shall mean the offshore or onshore location at which the Contractor is to
perform the Services, other than the Rig.
2.13
“Songa Offshore” shall mean Songa Offshore SE.
2.14
“Songa Offshore Group” shall mean and include Songa Offshore and its Affiliates,
Songa Offshore’s contractors, sub-contractors and suppliers of any tier to the extent
they are involved in the Services and its and their respective officers, directors,
employees, agents, servants and insurers and any vessel or Rig operated by any of
the foregoing and the legal and beneficial owners thereof.
Affiliates
It is hereby agreed that any Affiliate of Songa Offshore may place an Order/Commercial
Agreement directly with the Contractor under these General Conditions. For the purposes
of any Commercial Agreement/Order placed by an Affiliate of Songa Offshore, any
reference to Songa Offshore in these General Conditions shall be deemed deleted and
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Revised 2016
substituted by the name of the relevant Affiliate.
4.
Duration
Performance of the Services under these General Conditions shall commence on the date(s)
specified in the Order(s) or otherwise notified by Songa Offshore and accepted by the
Contractor and shall continue until completion of the Services under the said Order(s).
Time for completion of the Services shall, unless otherwise stipulated in the Order, be of
the essence. The Contractor shall give written notice to Songa Offshore as soon as
practicable after Contractor becomes aware that completion is likely to be delayed. The
notice shall contain the reason for the delay, the effect on the agreed completion date and
furthermore include a proposal on how the delay can be limited to a minimum. The
Contractor shall bear the costs incurred to minimise the delay. In such event, Songa Offshore
may, at its sole discretion, either (i) amend the completion date [and claim liquidated
damages at a rate of 0.3% of the total purchase price for the applicable Order per day, limited
to 15% of the total purchase price for such Order], or (ii) terminate the Order. In case of
termination, any advance payments made by Songa Offshore shall, on demand, be refunded
in full and no further payments shall be due to the Contractor. Contractor is liable for losses
suffered by Songa Offshore which could have been avoided if Contractor had given notice
of the delay in due time.
5.
Performance of the Services
5.1
Contractor shall diligently perform the Services in a skillful and workmanlike
manner and in accordance with the established best and safest practices of the oil
industry throughout the term of any Commercial Agreement/Order. The Services
shall in all respects meet the specification of these General Conditions and the
Commercial Agreement/Order, and shall in addition be of high quality, incorporating
first class workmanship and be fit for its intended purpose. In the event Services are
provided offshore or being utilised offshore, Personnel shall work on an agreed
schedule as may from time to time be agreed between the Parties.
Contractor shall ensure that all necessary licenses, permits and consents have been
obtained prior to the commencement of services.
Contractor covenants that it shall comply with all instructions, systems and
procedures of Songa Offshore or its designated personnel while providing services
consistent with the provisions of these General Conditions.
Songa Offshore shall have the option to select or decline any Personnel at Songa
Offshore's sole option for any reason whatsoever and Contractor shall forthwith
replace such Personnel at Contractor’s cost.
All Personnel shall be trained, skilled, experienced and qualified for their part of the
Services they will be required to perform. Certificates to corroborate this shall be
made available to Songa Offshore.
Personnel working offshore shall have relevant survival training and shall provide
documentary evidence of, and certificates for, all such training. Personnel also
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Revised 2016
require a relevant and valid Medical Certificate in accordance with current medical
standards recommended by Country Legislative Requirements and have been
certified as fully fit and suitable to work in an offshore environment prior to
commencing work offshore. Such certificates shall be made available to Songa
Offshore. It is a condition that all offshore Personnel shall have undergone a drugs
screening programme, with negative results, prior to working offshore and that all
offshore Personnel shall consent to random chemical testing.
5.2
Contractor covenants that immediately prior to use, equipment supplied by it will be
fully certified, will meet all relevant government standards, will have been tested
and will be in full working order and will not have any damage or defect. Contractor
further covenants that the equipment supplied will be of such a standard that it can
perform efficiently and continuously and that a sufficient stock of spare parts to
ensure such performance will be available at the location of the equipment. All
equipment to be used in hazardous areas shall be properly rated for the area in which
it is intended to be used and shall be clearly identified as to its rating. Contractor
shall maintain all certification of its equipment throughout the duration of the
Commercial Agreement/Order.
5.3
Contractor shall at all times perform the Services as an independent contractor and
shall be fully responsible for and shall have exclusive direction and control of its
agents, employees and sub-contractors and shall control the manner and method of
carrying out the Services.
5.4
Contractor shall keep detailed records of all Services performed and shall present
such records to Songa Offshore for inspection on request and in a job report which
will be presented to Songa Offshore on completion of the Services and presented
with invoice and other relevant documents, e.g. signed timesheets.
5.5
In the event Services are provided offshore or being utilised offshore, Contractor
shall, at its sole cost and expense, raise and recover any equipment or materials
belonging to the Contractor which have been lost overboard at the Site when so
required in compliance with governmental regulations or required by Songa
Offshore for operational reasons.
5.6
If the Contractor fails to perform the Services to the standards required by Songa
Offshore or the Contractor is in material breach of any of its obligations under any
Commercial Agreement/Order, Songa Offshore shall notify the Contractor of such
failure or breach and immediately thereafter Songa Offshore shall have the right to
shutdown operations until such time as the failure or breach has been remedied to
the reasonable satisfaction of Songa Offshore. No payment shall be due by Songa
Offshore to the Contractor in respect of the period of shutdown of operations.
If the Contractor fails to remedy or rectify its failure or breach then Songa Offshore
shall have the right to terminate such Commercial Agreement/Order in accordance
with the provisions of Clause 13, Termination.
6.
Accommodation and Transportation
6.1
Contractor shall, unless otherwise stipulated in any Commercial Agreement/Order,
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Revised 2016
be responsible for all onshore transportation of the Personnel, equipment and
materials from the Contractor’s shore base, or other location, to any onshore Site or,
in the event Services are provided offshore or being utilised offshore, to the heliport
or quayside designated in any Commercial Agreement/Order.
7.
6.2
Except as provided in Clause 6.3 below, Songa Offshore shall provide, or procure
the provision of, all routine transportation for Personnel, equipment and materials at
no cost to Contractor between the designated heliport or quayside and the Rig or
offshore Site.
6.3
Songa Offshore reserves its right to recover the costs of non-routine transportation
requested by Contractor due to default of Contractor.
6.4
Songa Offshore shall provide, at no cost to Contractor, accommodation and messing
on board the Rig to normal offshore standards.
Invoicing, Payment, Rates and Charges
7.1
Songa Offshore shall, in consideration of the satisfactory performance of Services
detailed in the Commercial Agreement/Order pay the rates and/or charges set out
therein. The Contractor is deemed to have satisfied itself as to all conditions and
factors which may affect its performance of the Services and to have agreed its rates
and prices accordingly. Such rates and prices shall remain fixed and firm for the
duration of the Services provided under the Commercial Agreement/Order to which
they pertain. Songa Offshore shall give no consideration to any request for additional
payments as a result of the Contractor not being aware of all the conditions and
factors at the time of its rates and/or charges being quoted.
7.2
Contractor shall submit its invoices for the provision of the Services together with
all other rates and charges which are due in accordance with any Commercial
Agreement/Order within fifteen (15) days following the end of each calendar month,
unless otherwise agreed between the Parties.
A copy of any issued written Order together with all invoices shall be accompanied
by relevant supporting documentation including, by way of example, despatch and
acceptance notes, bills of lading, copies of sub-contractor’s or supplier’s invoices
and copies of timesheets countersigned by Songa Offshore.
7.3
Songa Offshore shall make payment of the approved amounts of such invoices
within forty five (45) days from date of its receipt by Songa Offshore or at such other
intervals as may be specified in any applicable Commercial Agreement/Order or
duly notified and agreed term. If Songa Offshore disputes any part of the invoice it
shall notify the Contractor of such dispute and shall be entitled to withhold payment
of the disputed part but shall, upon receipt of a credit note for the disputed portion
of the invoice, pay the undisputed portion thereof. Contractor and Songa Offshore
shall endeavour to settle the disputed amount as quickly as possible. Following
settlement, the Contractor shall issue an invoice for the amount agreed, if any, and
payment of such amount shall be made as soon as reasonably practicable thereafter.
7.4
Interest shall be payable for late payment of correctly prepared and supported
Agreement No.: Songa
Revised 2016
invoices at a rate of five percent (5%) p.a. from the due date for payment until actual
payment in full.
7.5
8.
9.
Contractor shall submit its final invoice in respect of the Services provided under
any Commercial Agreement/Order and any other charges considered due pursuant
within thirty (30) days of date of completion of the Services or the date of termination
of the Commercial Agreement/Order, whichever is the earlier. Songa Offshore shall
not have any obligation for payment of late invoices except where due to delay for
causes beyond the reasonable control of the Contractor and which had been
previously notified to, and accepted by, Songa Offshore.
Liens
8.1
Contractor shall indemnify and hold Songa Offshore Group and the Client Group
harmless from and shall keep the equipment and property of the Songa Offshore
Group and the Client Group free and clear of all liens, claims, assessments, fines and
levies incurred, created, caused or committed by Contractor Group.
8.2
Songa Offshore shall, subject to any rights and remedies otherwise available
hereunder or at law, have the right to retain out of any payment to be made to the
Contractor an amount sufficient to indemnify it completely against any such lien,
claim, assessment, fine or levy exercised or made and all associated costs until
discharge.
Liabilities and Indemnities
9.1
The Contractor shall release, defend, indemnify and hold harmless the Songa
Offshore Group and the Client Group from and against any and all claims, liabilities,
costs (including legal costs), damages and expenses of every kind and nature
howsoever arising in respect of:(i)
personal injury to or sickness, illness or disease or death of any person who
is a member of the Contractor Group; and/or
(ii)
loss of or damage to any property procured, owned, hired or leased by the
Contractor Group
as a result of or arising out of or relating to or in connection with any Commercial
Agreement/Order, irrespective of cause and irrespective of the negligence of any
degree or character or breach of duty (contractual, statutory or otherwise) or any
liability in tort, contract, statute or otherwise at law, of the Songa Offshore Group or
the Client Group.
9.2
Songa Offshore shall release, defend, indemnify and hold harmless the Contractor
Group, from and against any and all claims, liabilities, costs (including legal costs),
damages and expenses of every kind and nature howsoever arising in respect of:(i) personal injury to or sickness, illness or disease or death of any person who is a
member of the Songa Offshore Group or of the Client Group; and/or
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Revised 2016
(ii) loss of or damage to any property procured, hired or leased, excluding any
property referred to in Clause 9.1(ii), or owned by the Songa Offshore Group or
by the Client Group;
as a result of or arising out of or relating to or in connection with any Commercial
Agreement/Order, irrespective of cause and irrespective of the negligence of any
degree or character or breach of duty (contractual, statutory or otherwise) or any
liability in tort, contract, statute or otherwise at law of the Contractor Group;
provided always that the foregoing indemnity and hold harmless obligation shall
not apply in the case where such personal injury, sickness, illness, disease or death
or loss or damage arises out of, is related to, or is in connection with the act or
omission of any vessel, helicopter or fixed wing aircraft owned and/or operated by
any member of the Contractor Group.
9.3
Subject to the provisions of Clause 9.1 and 9.2 above but notwithstanding any other
provision herein to the contrary,
(i) Songa Offshore shall be responsible for and shall release, defend, indemnify and
hold harmless the Contractor Group from and against the Consequential Loss of
any member of the Songa Offshore Group, as a result of or arising out of or
relating to or in connection with the Services, irrespective of cause and
irrespective of the negligence of any degree or character or breach of duty
(contractual, statutory or otherwise) or any liability in tort, contract, statute or
otherwise at law of the Contractor Group.
(ii) Contractor shall be responsible for and shall release, defend, indemnify and hold
harmless the Songa Offshore Group from and against the Consequential Loss of
any member of the Contractor Group, as a result of or arising out of or relating
to or in connection with the Services, irrespective of cause and irrespective of
the negligence of any degree or character or breach of duty (contractual,
statutory or otherwise) or any liability in tort, contract, statute or otherwise at
law of the Songa Offshore Group.
9.4
10.
The Contractor shall release, defend, indemnify and hold harmless Songa Offshore
Group from and against any and all claims, liabilities, costs (including legal costs),
damages and expenses of every kind and nature howsoever arising in respect of the
removal or recovery of the Contractor Group’s property or equipment or any part
thereof provided by the Contractor Group in relation to any Commercial
Agreement/Order, where required by law, or government authority or where such
debris is interfering with Songa Offshore’s operations or those of the Client.
Patent Indemnity
10.1
The Contractor shall release, defend, indemnify and hold harmless the Songa
Offshore Group and the Client Group from and against any claim by a third party for
infringement of patents, copyrights, trademarks, registered designs or other
proprietary rights which may arise out of the provision and/or use of equipment
supplied by the Contractor Group. This indemnity shall extend to all reasonable
direct expenses, costs (including legal costs) and damages which the indemnified
party may incur arising out of such claim.
Agreement No.: Songa
Revised 2016
10.2
All documents, calculations, reports, systems, notes, sketches and other materials
developed by the Contractor in connection with Services performed under any Order
shall, at all times, be the property of Songa Offshore or the Client, as the case may
be. Contractor shall only retain such material or information in its possession after
the termination of any Order as is necessary to enable it to comply with any statutory
obligations regarding provision of information.
Contractor shall not release any such documents, calculations, reports, systems,
notes, sketches or material or information as is in its possession without the prior
written agreement of the Songa Offshore or the Client, as the case may be.
11.
Compliance with Laws and Regulations
The Contractor shall comply, and shall ensure that any Personnel shall comply, with all
laws, rules, regulations or directives of any government authority having jurisdiction over
the activities of the Contractor or its Personnel which are effective at the date of any
Commercial Agreement/Order or which may in the future become applicable to such
Personnel or to the Contractor's business and shall release, defend and indemnify Songa
Offshore Group and the Client Group against any claims, fines and penalties which may be
asserted or assessed against the Contractor or its Personnel by reason of its violation of such
laws, rules, regulations or directives.
12.
Insurance
12.1
Without limiting Contractor’s obligations, liabilities, and responsibilities under these
General Conditions or at law, Contractor shall as a minimum, at its cost, obtain and
maintain in full force and effect for the duration of any Commercial
Agreement/Order, the following insurance policies:(i) Workmen's Compensation Insurance, Employer's Liability Insurance, or similar
insurance in accordance with and not less than statutory requirements.
Contractor shall ensure that its insurance certificates are endorsed to provide for
Personnel travelling to and from and working offshore.
(ii) General Public Liability Insurance covering liabilities for death and personal
injury and liabilities for loss of or damage to property with combined single limit
of not less than ten (10) times the total value of the Commercial
Agreement/Order per occurrence, unless otherwise agreed in writing between
the Parties.This insurance must cover all operations and areas of responsibility
of Contractor required to fulfil its obligations under the Commercial
Agreement/Order.
(iii) Contractor shall carry or cause to be carried insurance, including debris removal
insurance, covering all Contractor's property against loss or damage at all times
including during transportation to/from and at the Site/Rig.
12.2
All the insurance policies described in paragraphs (i), (ii) and (iii) above shall, to the
extent of the liabilities assumed and indemnities given by Contractor hereunder, be
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Revised 2016
written or endorsed with Songa Offshore Group and the Client Group as additional
insureds (except under paragraph (i) above), or shall contain indemnity to principal
provisions, and shall provide that the insurance company shall have no right of
recovery against Songa Offshore Group or the Client Group. In all cases all
applicable deductibles and excesses will be borne by the Contractor.
13.
12.3
Contractor shall provide a certificate of insurance evidencing compliance with the
provisions of this Clause 12 prior to commencement of Services under any
Commercial Agreement/Order.
12.4
All insurances taken out by Contractor in accordance with the provisions of this
Clause 12 shall provide that the Contractor’s underwriters of insurance give not less
than thirty (30) days notice to Songa Offshore of cancellation of or material change
to any such policy of insurance.
12.5
Contractor shall procure that its sub-contractors and suppliers comply with the above
Clauses and shall obtain certificates of insurance from its sub-contractors and
suppliers evidencing compliance with this Clause.
Termination
13.1
In the event that the Contractor fails to perform the Services to the reasonable
satisfaction of Songa Offshore or is in breach of any material obligation under any
Commercial Agreement/Order or is otherwise unable to perform the Services under
any Commercial Agreement/Order, then Songa Offshore shall, prior to the issue of
a notice of termination of the Order, issue notice to the Contractor detailing such
failure, breach or non-performance. In the event that Contractor upon receipt of such
notice does not immediately commence or having commenced, fails to continue
diligently to remedy such failure, breach or non-performance to the satisfaction of
Songa Offshore, then Songa Offshore, may issue a notice terminating the Order
forthwith.
13.2
Songa Offshore reserves the right to terminate any Commercial Agreement/Order if
the Contractor becomes apparently insolvent or stops its payments, is wound up
(other than for purposes of reconstruction while solvent), suffers a liquidator,
receiver or administrator to be appointed to its undertaking or any part thereof, or
enters into any composition with its creditors.
Songa Offshore shall have no obligation for payment of any rates or charges incurred
after the date of termination of the Commercial Agreement/Order by Songa
Offshore.
13.3
Songa Offshore reserves the right to terminate a Commercial Agreement/Order for
Services or parts thereof at any time, for any reason whatsoever, at its sole discretion,
by giving written notice to the Contractor. In such event, Songa Offshore shall
reimburse all direct costs and expenses reasonably incurred by Contractor in
demobilising its Personnel, equipment and materials and shall pay to the Contractor
any applicable early termination charges together with any direct costs properly,
reasonably and unavoidably incurred by Contractor in cancellation of orders with its
own sub-contractors and suppliers.
Agreement No.: Songa
Revised 2016
14.
15.
13.4
Songa Offshore reserves the right to terminate a Commercial Agreement/Order with
immediate effect if the Contractor fails to comply with the requirements of Clause
27, Business Ethics, or if the Contractor refuses to permit Songa Offshore to conduct
a compliance audit as provided in Clause 21.
13.5
In the event of termination by Songa Offshore under the provisions of Clauses 13.1,
13.2 or 13.4 no payment shall be due to Contractor for Services that have already
been performed by the Contractor if such Services have to be reperformed by another
contractor and all payments that have been previously made by Songa Offshore to
the Contractor for such Services shall be refunded to Songa Offshore. All costs and
expenses incurred by the Contractor in demobilising its equipment, materials and
Personnel shall be borne by the Contractor.
13.6
Contractor may terminate these General Conditions by giving not less than 28 days
written notice of such termination to Songa Offshore. Notwithstanding the
foregoing, termination notified by Contractor shall not take effect until after
completion of the Services instructed by Songa Offshore in the relevant Commercial
Agreement/Order(s).
Force Majeure
14.1
Neither Party hereto shall be liable to the other, except under the indemnities
provided herein and for the payment of monies due under any Commercial
Agreement/Order, for failure to perform the Services under any such Commercial
Agreement/Order when performance is hindered or prevented by national or industry
wide strikes or lockout, riot, war (declared or undeclared), act of god, insurrection,
interference by government or other cause beyond the reasonable control of such
Party, provided that such Party could not reasonably have foreseen such occurrence
at the time of entering into the Order and could not reasonably have avoided it or
overcome its consequences, hereinafter referred to as Force Majeure. Each Party
shall cover its own costs resulting from Force Majeure. The Party invoking Force
Majeure shall notify the other Party thereof without undue delay. Such notice shall
also include the cause of the delay and the presumed duration thereof.
14.2
Songa Offshore is entitled to terminate the Order if the Force Majeure situation
continues, or it is obvious that it will continue, for more than 30 days.
Tax
15.1
The Contractor shall pay any and all taxes which may be assessed against the
Contractor by any competent government authority having jurisdiction over the
Contractor's activities hereunder or which are payable by the Contractor in
compliance with its statutory obligations and shall release, defend, indemnify and
hold harmless Songa Offshore Group in respect of any claims, demands,
proceedings, judgements, including interest or penalties which may be imposed upon
the Contractor arising out of its failure to comply with such obligations.
15.2
The Rates and Charges quoted in any Commercial Agreement/Order shall be quoted
exclusive of Value Added Tax (VAT) and the Contractor shall, wherever applicable,
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Revised 2016
show the proper amount of VAT as a separate item on any invoice submitted in
connection with any Commercial Agreement/Order.
16.
17.
15.3
If Songa Offshore is required to withhold or if Songa Offshore becomes liable or
considers that it may become liable to the governmental authorities for any tax which
may be due by Contractor arising out of or in connection with the Services provided
by the Contractor under any Commercial Agreement/Order, then Songa Offshore
may withhold such amounts from any payments owing to Contractor and make
payment of such amounts withheld to the governmental authorities.
15.4
Contractor shall, at the request of Songa Offshore, provide all information relating
to the Contractor’s activities under any Commercial Agreement/Order which may
be required to enable Songa Offshore to comply with its statutory obligations.
Confidential Information and Publicity
16.1
All documents, calculations, reports, systems, notes, sketches, material or
information obtained by the Contractor in connection with the performance of
services relating to any Commercial Agreement/Order issued pursuant to these
General Conditions shall be held confidential and shall not, without the prior written
consent of Songa Offshore, be divulged to any third party unless such information is
already in the public domain or is required to be disclosed by the Contractor in order
to comply with any statutory obligation.
16.2
The Contractor shall not make use of Songa Offshore’s name (or the name of any
companies associated with Songa Offshore) for publicity purposes, and shall not
publish or permit to be published any information or photographs in connection with
its performance of services relating to any Commercial Agreement/Order issued
pursuant to these General Conditions without the prior written consent of Songa
Offshore.
16.3
The Contractor shall ensure that the Personnel are aware of and consider themselves
bound by the provisions of Clauses 16.1 and 16.2 above.
Notices
All notices and other communications provided for in these General Conditions shall be in
writing and shall be delivered by post, e mail or hand to an authorised representative of the
Party to whom such notice is directed at the address shown on any Commercial
Agreement/Order or to the address of the registered office or such other address as may,
from time to time, be notified to the other Party. Any notices served hereunder shall be
deemed effective upon actual receipt by the receiving Party.
18.
General Provisions
18.1
The headings used in these General Conditions are intended for convenience only
and shall not form part of, or be used in the construction or interpretation of these
General Conditions.
Agreement No.: Songa
Revised 2016
19.
18.2
Words importing the singular only shall also include the plural and vice versa where
the context so requires.
18.3
No failure by Songa Offshore to enforce all or any part of these General Conditions
shall be interpreted as a waiver of all or any part of these General Conditions unless
such waiver is expressly given in writing.
Severance
Any provision of these General Conditions that is now or becomes hereafter prohibited,
illegal or unenforceable in any applicable jurisdiction shall be ineffective to the extent of
such prohibition, illegality or unenforceability without invalidating the remaining provisions
hereof. In the event any act required under these General Conditions is inconsistent with,
penalised by or prohibited under the laws of Norway or any country having jurisdiction over
the Services and/or either of the Parties hereto, the Party obligated hereunder to perform
such act shall be excused from such performance and these General Conditions construed
as if such obligation had not been set forth herein.
20.
Suspension
Songa Offshore may, at its sole discretion, suspend a Commercial Agreement/Order at any
time for any reason whatsoever. In such event, Contractor shall have the right to receive
payment in accordance with the terms and conditions of the Commercial
Agreement//Order for the Services provided to Songa Offshore prior to the date of
suspension except where Contractor is in default of its obligations under the Commercial
Agreement/Order in which case no such payment shall be due.
21.
Audit
Songa Offshore’s audit group shall have the right to audit Contractor’s books and records
to verify that it is in compliance with the requirements of Clause 27, Business Ethics. In
addition, at all reasonable times, during the continuation of these General Conditions and
for a period of two years thereafter, Songa Offshore’s duly authorised representatives,
including any third party designated consultant, shall have access to, and the right to
question Contractor’s and its subcontractors, agents and consultant’s personnel and to
examine their respective books, records, correspondence, instructions, plans, drawings,
receipts, vouchers, computer records, bid files of subcontractors (both successful and
unsuccessful), original estimates, change order files, general ledger entries, payment
vouchers and documentation of business entertainment expenses pertaining to the Services
hereunder for the purposes of auditing and verifying that the charges or costs presented by
Contractor to Songa Offshore for payment under any Commercial Agreement/Order are in
accordance with these General Conditions and the relevant Commercial Agreement/Order,
or for any other reasonable purpose, including verifying Contractor’s compliance with its
obligations under this Agreement. However, in no event shall Songa Offshore have the right
to audit the composition of any lump sum prices, percentage overlays or fixed sums. Songa
Offshore’s representatives shall have the right to require Contractor to produce any of the
Agreement No.: Songa
Revised 2016
aforesaid documents for a period of two years after the completion and acceptance for
termination of any Commercial Agreement/Order.
Contractor shall ensure that any subcontract entered into in accordance with these General
Conditions confers upon Contractor the same audit rights in relation to such subcontractor
as are conferred upon Songa Offshore by this Clause.
22.
Entire Agreement
The terms and conditions set out in these General Conditions together with any subsequent
amendments made in accordance with Clause 1.1 represent the entire agreement between
Songa Offshore and the Contractor.
23.
Special Conditions
Where special conditions, including modified, supplemental and/or amended terms and
conditions, are incorporated in any Commercial Agreement//Order such special conditions
shall apply equally with these General Conditions except where there is any inconsistency
between these General Conditions and such special conditions, in which event such special
conditions shall apply.
In no event shall Contractor’s terms and conditions supersede these General Conditions
unless otherwise expressly agreed in writing by Songa Offshore.
24.
Health, Safety, Welfare and the Working Environment
24.1
The Contractor shall observe and comply with all guides, codes and regulations
issued or amended from time to time by the government or other authority having
jurisdiction over the Services relating to health, safety, welfare and the working
environment and shall ensure that Personnel observe and comply with all such
guides, codes and regulations.
24.2
The Contractor shall observe and comply with all guides, codes, regulations or
instructions relating to the health, safety, welfare and working environment of all
persons employed at the Rig or Site as issued, from time to time, by Songa Offshore
and the Client and shall ensure that all Personnel observe and comply with all such
guides, codes, regulations or instructions including, without limitation, Songa
Offshore’s Drugs and Alcohol Policy.
24.3
The Contractor shall, if so required by Songa Offshore, comply with any additional
requirements in respect of health, fire, safety, environmental precautions and
emergency procedures which may, from time to time, be issued to the Contractor by
Songa Offshore.
24.4
The Contractor shall provide such information and assistance as may be requested
by Songa Offshore or the owner, operator or manager of the Rig or Site where the
Services are to be performed in order that Contractor can comply with and implement
any requirements for the integration of Safety Management Systems.
Agreement No.: Songa
Revised 2016
24.5
25.
26.
Contractor’s failure to maintain a satisfactory standard of safety in the performance
of the Services shall be deemed to be a material breach of these General Conditions
and Songa Offshore shall have the right to terminate any Comercial
Agreement/Order forthwith by giving written notice to the Contractor.
Status of the Parties
25.1
The Contractor shall look only to Songa Offshore for the due performance of any
Commercial Agreement/Order and nothing therein contained shall impose any
liability upon, or entitle the Contractor to commence any proceedings against the
Client.
25.2
Songa Offshore shall be entitled to enforce any Commercial Agreement/Order on
behalf of the Client as well as for itself and for this purpose, only Songa Offshore
may commence proceedings against the Contractor.
Warranty
26.1
The Contractor warrants and guarantees that:
(i) the Services are performed in accordance with the terms and conditions of these
General Conditions and the Commercial Agreement/Order;
(ii) all materials and work carried out within the scope of the service shall be
supplied in accordance with the provisions of the Commercial Agreement/Order
with regard to quality, specification, quantity and measurement and that the
materials shall be of high quality and workmanship within recognised industry
standards and free from defects in material and workmanship; and
(ii) Contractor shall convey clear title to the materials, free of any lien, encumbrance
or security interest upon delivery of the materials to the delivery address
specified in the Commercial Agreement/Order.
All warranties and guarantees shall survive inspection, test, acceptance of and
payment for the Services, and shall accrue to Songa Offshore, its successors and
assigns.
26.2
Without prejudice to any other rights which Songa Offshore may have hereunder,
the Contractor undertakes to repair any of the Services which fail or are found to be
defective for a period of eighteen (18) months from the date of delivery or twelve
(12) months from the date of commencement of use, whichever is the earlier.
Contractor shall commence rectification without undue delay. If the Contractor fails
to remedy the defect within reasonable time, Songa Offshore may at its option
require Contractor to replace or refund the cost of any such Services immediately
upon demand or employ a third party to remedy the defect at Contractor’s risk and
account.
26.3
If the Contractor is required to reperform or repair defective Services performed by
Agreement No.: Songa
Revised 2016
Contractor then such reperformance or repair shall be carried out at no charge to
Songa Offshore.
26.4
27.
Whenever Songa Offshore is not the ultimate consumer of the Services or any goods
provided in connection therewith, all rights, benefits and remedies conferred upon
Songa Offshore by these General Conditions, including specifically the benefit of
any warranties and transfer of title, shall accrue to and are for the express benefit of
the Client and on whose behalf Songa Offshore has procured the goods or Services.
Business Ethics
Contractor shall:(a)
exercise reasonable care and diligence to prevent any action or conditions which
could result in a conflict with Songa Offshore’s or its Client’s best interests. This
obligation shall apply to the activities of Contractor’s employees and agents arising
from these General Conditions and/or any Commercial Agreement/Order, in their
relations with Songa Offshore’s or its Client’s employees and representatives and
their respective families, and with vendors, subcontractors and third parties
hereunder. Contractor’s efforts shall include, but not be limited to establishing
precautions to prevent its employees or agents from making, receiving, providing or
offering any payments, loans or other consideration or gifts or entertainment of more
than nominal value.
(b)
(i) take no action on behalf of Songa Offshore in the provision of Personnel or
rendition of Services where the conduct of operations hereunder that would
subject either Party hereto to liability or penalty under any and all laws, rules,
regulations or decrees of any governmental authorities;
(ii) ensure that all invoices, final settlements, reports and billings by Contractor to
Songa Offshore reflect properly the facts about all activities and transactions
handled for its accounts;
(iii) notify Songa Offshore promptly upon discovery of any instance where
Contractor has not complied with the requirements of this Clause 27; and
(iv) if the violation of this Clause 27 occurred prior to the date of these General
Conditions and/or any Commercial Agreement/Order and resulted directly or
indirectly in Songa Offshore’s consent to enter into these General Conditions
and/or any Commercial Agreement/Order with Contractor, Songa Offshore
may, at Songa Offshore’s sole option, terminate this Contract at any time, and
notwithstanding any other provision of these General Conditions and/or any
Commercial Agreement/Order pay no compensation or reimbursement to
Contractor whatsoever for any work done or Services rendered after the date of
termination; and
(c)
observe the Foreign Corrupt Practices Act of the United States of America and any
applicable laws relating to anti-bribery and corruption of any country in which the
Contractor performs the Services.
Agreement No.: Songa
Revised 2016
28.
Employment of Personnel and Transfer of Undertakings
(a)
29.
Contractor shall release, defend, indemnify and hold harmless Songa Offshore
Group and the Client Group from and against any claim, demand, cause of action,
loss, expense or liability (including but not limited to the costs of litigation) in any
jurisdiction by reason of:
(i)
the employment of Personnel by the Contractor, any failure of the Personnel
to be recognised to be an employee of Contractor, or the termination thereof
including without prejudice to the foregoing generality any claim, demand,
cause of action, loss, expense or liability relating to breach of contract, pay
in lieu of notice, unfair dismissal, unlawful deduction from wages,
redundancy payments, unlawful discrimination; and,
(ii)
the use for performance of the Services by any member of the Contractor
Group of agency or other personnel not under a contract of employment
with the Contractor Group who may make a claim against any member of
the Songa Offshore Group.
Assignment
29.1 The Contractor may not assign, sublet or subcontract its rights or obligations under any
Commercial Agreement/Order, in whole or in part, to any Affiliate or third party without
the prior written consent of Songa Offshore, which consent will not be unreasonably
withheld.
29.2 Songa Offshore shall have the right to assign any Commercial Agreement/Order, fully or
partly, to an Affiliate or to the Client.
29.3 These General Conditions shall inure to and be binding upon the respective successors and
assignees of the Parties hereto.
30.
Survival
Following termination of these General Conditions or termination of any Commercial
Agreement/Order, the rights and obligations of the Parties which by their nature survive
termination shall remain in full force and effect.
31.
Precedence
The provisions of these General Conditions shall, with respect to the indemnities contained
herein and as between Songa Offshore and Contractor, take precedence over the provisions
of any mutual indemnity and hold harmless scheme administered by an industry standard
or its successors, administered pursuant to any other industry initiative or administered by
any operator.
Agreement No.: Songa
Revised 2016
32.
Law
These General Conditions, together with any Commercial Agreement/Order issued
hereunder, shall be governed, construed and interpreted and shall take effect in accordance
with Norwegian Law and any dispute between the Parties remaining unresolved shall be
submitted to the exclusive jurisdiction of the Stavanger Courts.
Agreement No.: Songa
Revised 2016
APPENDIX ‘A’
PROVISION OF SERVICES
1.0
2.0
Scope of Work
1.1
Contractor shall supply **************
1.2
Contractor shall supply **************
1.3
Contractor shall supply **************
1.4
Contractor shall supply **************
1.5
Where Contractor is providing or managing Services including 3rd Party Services,
Personnel, Equipment and/or Materials against a "Commercial Agreement/Order" it
shall be the Contractor's responsibility to ensure that such Services, Personnel and
Equipment is available to meet the requirements of Songa Offshore.
1.6
It is the Contractor's responsibility to ensure that all equipment is provided with all
necessary certification, data sheets, packaging and transport containers, boxes etc
and slings are certified to meet local legislation. Contractor must also keep and
maintain proper records of import/export of equipment as required by Customs &
Excise.
General
2.1
Contractor shall provide Suitably Qualified Personnel to perform the required
service(s), provide Personal Protective Equipment (“PPE”) to Personnel to the
standards laid down by law and considered necessary for the specific tasks to be
performed. Without limiting the provisions of clause 24 above and in all cases
subject to the provisions of clause 9 of the General Conditions for the Provision of
Services, Contractor personnel must comply with the general use of PPE
requirements onboard. The minimum requirements are as follows: Head protection/
foot protection/ eye protection/ protective clothing/ hand protection. Coveralls shall
have long sleeve and the footwear must support the ankle, in addition, the relevant
PPE must be CE-marked. This clause 2.1 is subject to the provisions of clause 4.8
herein below.
Maintain and operate its Equipment in accordance with manufacturer's
recommendations and good oilfield practice and in a safe and operationally efficient
manner in accordance with the scope of work, requirements and instructions issued
by Songa Offshore. Contractor shall provide such spares and consumables as are
necessary for the performance of the Services.
2.2
Contractor shall provide containers and transportation for all items of equipment,
materials, spares and consumables from Contractor’s shore base, or other location,
to any onshore Site or, in the event Services are provided offshore or being utilised
offshore, to the heliport or quayside designated in any Order.
Agreement No.: Songa
Revised 2016
3.0
4.0
2.3
Contractor shall provide such on-shore support engineering and Personnel as are
required to ensure the proper performance of the Services.
2.4
Dangerous materials shall be accompanied by all relevant documents including but
not limited to Test Certificates, COSHH sheets and Materials Safety Data Sheets
prior to transhipment to the Rig/Site.
Personnel
3.1
Contractor shall provide Suitably Qualified Personnel to carry out the required
service(s) requested by Songa Offshore at the Rig/Site.
3.2
Contractor shall make available on request, prior to commencement of services,
copies of all relevant personnel Medical Certificates, Qualification Certificates and
Passport/Visa documents .
3.3
Contractor shall provide all Personnel necessary for the effective and efficient
management, planning, co-ordination, administration and servicing of the onshore
and offshore operational support activities in the performance of the Services.
3.4
Contractor shall be responsible for ensuring adequate cover is provided for leave,
annual vacations, training and sickness of Personnel.
Compensation
4.1
All rates and prices detailed in the agreed Commercial Agreement/Order shall,
unless otherwise agreed, be in ( defined currency ) and fixed and firm for the duration
Term of Services.
4.2
"Day" or "day" shall mean a period of 24 hours beginning at 0000 hours on any day
and ending at 2400 hours on the same day with either 12 hours working time or as
agreed by both parties.
4.3
The Personnel rates proposed in any Commercial Agreement/Order shall be deemed
to include but not be limited to the following:(a) Contractor's liability as Employer.
(b) Salaries, National Insurance, bonus payments, pensions, holiday contributions,
severance payments, medical expenses, sick pay and other employee benefits
arising from the employment of Personnel.
(c) All hours worked, including any overtime and any nightshift premium.
(d) Personnel working equipment (including handtools, protective clothing etc).
(e) PAYE deductions.
(f) Any increase in (b) above payable during the term of any Order.
(g) Any offshore safety training/medical certification costs.
(h) Mobilisation/demobilisation costs, except as provided in any Order.
(i) Insurance provisions as specified in Clause 12.
(j) Overhead and profit.
(k) All costs of whatsoever nature incurred by Contractor in the administration of
Agreement No.: Songa
Revised 2016
any Order.
4.4
Songa Offshore shall make payment of the approved amounts of such invoices
within thirty (30) days from date of its receipt by Songa Offshore or at such other
intervals as may be specified in any applicable Commercial Agreement/Order or
duly notified and agreed term.
4.5
In the event Services are provided offshore or being utilised offshore, the offshore
day rate for Personnel shall be paid from time of scheduled check-in at the designated
departure point, en route to the offshore location until return to the designated
departure point, unless otherwise determined in any Commercial Agreement/Order.
Notwithstanding the foregoing, where offshore Personnel are subject to crew change,
payment shall only be made for the provision of a single person on the day of such
crew change and the rates and charges quoted in any Commercial Agreement/Order
shall be inclusive of all additional wages and other costs arising out of such crew
change. Transportation between the heliport and the offshore Rig/Site shall, at all
times, be arranged at Songa Offshore's discretion.
4.6
All accommodation and subsistence offshore shall be to Songa Offshore's account.
4.7
In the event of any delay in departure from the designated departure point to the
offshore installation, Personnel shall remain at the designated departure point on
standby until stood down by Songa Offshore.
4.8
Any breach of the provisions in clause 2.1 of Appendix A, will entitle Songa
Offshore at its sole discretion to (i) terminate the Agreement (as per clause 24 of the
General Conditions), (ii) suspend the provisions of the Services until Contractor
complies with the provisions therein in which case Contractor’s representative(s)
will be obliged to abandon the Rig at Contractor’s expenses or (iii) charge the
Contractor for the provision to contractor’s representative of the necessary PPE. In
the cases of (ii) or (iii) above, Songa Offshore will be entitled to set off any amounts
incurred by the Contractor in that respect against Contractor’s compensation.
Agreement No.: Songa
Revised 2016