SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
The following terms and conditions, and Exhibits attached hereto
(“Schlumberger Terms and Conditions for Purchase Orders”) are the
terms and conditions under which Schlumberger and/or its Affiliate(s)
as defined under Clause 12.4 (“Schlumberger” or Affiliate being the
company mentioned on the purchase order as the company to which
the products are sold/for which the services are performed or, if the
previous reference does not appear on the purchase order, as the
company to which the products and/or services are invoiced)
purchases products and/or services from a supplier (“Supplier”). Thus,
the purchase of products and/or services shall be subject to the terms
and conditions contained or referred to in these Schlumberger Terms
and Conditions for Purchase Orders, except if there is a separate valid
written contract in place between Supplier and Schlumberger for
purchase of products and/or services, in which case the purchase of
products and/or services shall be subject to said contract.
ARTICLE 1 – PRODUCTS, SERVICES
1.1
Subject to the terms and conditions hereof, Schlumberger
may, from time to time, purchase from Supplier the product(s) set
forth in the purchase order submitted by Schlumberger (hereinafter
the “Product(s)”) and/or service(s) set forth in the purchase order
submitted by Schlumberger (hereinafter the “Services(s)”) at the price
indicated therein, and Supplier may provide the same to Schlumberger.
1.2
Supplier shall make available to Schlumberger all the
individuals required for the supply of Products and/or performance of
the Services. If requested by Schlumberger, Supplier shall supply to
Schlumberger sufficient details of the character and competence of
Supplier’s employees and contractors in order that Schlumberger may
give prior approval of Supplier’s workers which Supplier proposes to
provide.
1.3
Supplier is responsible for the provision of all necessary
tools and/or equipment which Schlumberger regards as necessary for
the supply of Products and/or performance of the Services.
1.4
Supplier warrants that Supplier’s workers supplied shall be
competent for the performance of the duties for which they are
supplied. Where Schlumberger is dissatisfied with the performance of
any of the Supplier’s workers, Schlumberger may notify Supplier of its
dissatisfaction and terminate this Agreement in accordance with Article
16.
1.5
Supplier shall immediately report in writing to Schlumberger
any claim or demand for injury, death, property damage or loss, or any
accident involving any person or property in connection with the
supply of Products and/or performance of Services supplied under this
Agreement.
1.6
Schlumberger accepts no responsibility for any loss or
damage to personal belongings of Supplier’s workers.
1.7
Supplier is not entitled to secure payments from
Schlumberger for holidays (including statutory) or absence of Supplier’s
workers. Schlumberger shall provide no pension rights in relation to
Supplier’s workers.
1.8
Supplier shall carry out its obligations in strict conformity
with all applicable laws and regulations. While performing Supplier’s
obligations hereunder, Supplier and Supplier’s workers shall comply
with any Schlumberger policies and workplace rules provided to
Supplier, copies of which are appended in Exhibit A, B, and C.
ARTICLE 2 - ACCEPTANCE OF TERMS AND CONDITIONS FOR PURCHASE ORDERS SWPS ORDERS
2.1
To purchase Products and/or Services, Schlumberger shall
submit a purchase order (“Order(s)”). The Order shall set out the type,
quantity, price and required date of delivery of the Product(s) and/or
performance of Services(s), and other relevant information. Supplier
shall expressly/formally notify its acceptance or refusal of the Order
within four (4) working days from Order submission (unless a shorter
period is stated on the Order). Orders may be submitted through
Schlumberger Web Procurement System (“SWPS”), a system developed
and implemented by Schlumberger as a procurement tool to any
employee(s) of Schlumberger or its Affiliate (“User”). A “SWPS Order”
(which may also be referred to as an “Electronic Order”) is an Order
sent automatically by a system – SWPS – without human intervention
after Order approval.
Issue January 2013
2.2
Once Supplier accepts their first SWPS Order, there shall be
an Agreement (as defined under Clause 11.2) by which the Supplier
understands and accepts that all SWPS Orders thereafter will be
subject to these Schlumberger Terms and Conditions for Purchase
Orders. The Agreement shall become effective upon Supplier’s
acceptance of their first SWPS Order, and shall remain valid until
Schlumberger sets SWPS so as to prevent/make impossible the
automatic/system sending (submission) of an Order, as notified by
Schlumberger pursuant to Article 9.3.
2.3
Supplier’s acceptance of an Order, or submission of a
catalog or revised catalog, or submission of a website address for
roundtrip sessions (as elaborated below), or provision of an e-mail
account to receive the SWPS generated e-mails, or provision of the
products or services set forth in the Order (in whole or in part), or
shipment/delivery of the Products and/or performance of the Services
(in whole or in part), or any other method used by Supplier to express
its assent to the provisions hereof, shall be deemed to reflect
Supplier’s acceptance of these Schlumberger Terms and Conditions for
Purchase Orders (i.e. acceptance of the terms and conditions
contained or referred to herein). Thus, each Order shall be subject to,
and governed by, the Terms and Conditions for Purchase Orders.
ARTICLE 3 - TRADITIONAL ORDERS
3.1
An Order which has not been sent in the manner described
in Article 2.1 above is a Traditional Order, usually sent by fax, post or
personal e-mail of the individual submitting the Order, or hand
delivered.
3.2
All Traditional Orders must be supported by a precommitment (work order or Traditional Order template) instruction
from a Schlumberger buyer. Supplier’s invoice must reflect (i)
Schlumberger legal entity, (ii) mailing address for the invoice, (iii) full
name of the Schlumberger person requesting the services and (iv)
Schlumberger accounting information (Accounting Unit and Activity
Code). It is the responsibility of Supplier to ensure that all of the
preceding information is collected and either printed on/or attached
to its invoice. Supplier should reject the request if Schlumberger buyer
fails to provide any of this information.
3.3
Traditional Order(s) shall become effective upon Order
acceptance and shall, unless earlier terminated in accordance with the
provisions hereof, last until the Order is completed. Traditional
Order(s) shall be agreed on a per Order basis.
ARTICLE 4 – OBLIGATIONS OF SUPPLIER IN RELATION TO ORDER PREPARATION
The Order preparation method(s) is/are subject to the consent of both
parties, and is/are to be determined as a prerequisite (although it/they
may change at a later stage subject to mutual consent). SWPS Orders
may be prepared using an electronic catalog prepared and maintained
by Supplier, an electronic price list prepared and maintained by
Schlumberger, a roundtrip session to Supplier’s website (for products
or services requiring specific configuration before Order being placed),
the free text/special request method, or any mutually agreed upon
combination of the foregoing methods, as the case may be. Supplier
acknowledges that the electronic catalog is Schlumberger’s preferred
method. Accordingly, an Order may include, subject to mutual
consent, a catalog (line) item, and/or a price list (line) item, and/or a
roundtrip session (line) item and/or a free text/special request (line)
item.
4.1
With respect to electronic catalogs, Supplier undertakes to
produce a catalog in a format compatible with that of SWPS, and to
submit it to Schlumberger. Supplier expressly acknowledges and
agrees that it is Supplier’s responsibility to ensure that the catalog or
update reflects the mutually agreed upon selection of products or
services, and prices. If a discrepancy is revealed, the same shall be
deemed a material breach by Supplier. The frequency of the catalog
update must be agreed upon before the catalog is loaded into SWPS.
Supplier shall timely provide said revised catalogs.
4.2
With respect to roundtrip sessions to Supplier’s website,
Supplier expressly acknowledges and agrees that no change may be
made to Supplier’s website dedicated to Schlumberger (which has
been formally approved by Schlumberger) before formal approval of
said change by Schlumberger (Supply Chain Manager). Therefore,
Supplier and Schlumberger shall, as a prerequisite, mutually agree
upon a change approval process and frequency. Schlumberger
Page 1 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
reserves the right to audit Supplier’s website at any time without prior
notice, to ensure that it reflects the mutually agreed upon selection of
Products or Services, and prices. If the audit reveals a discrepancy, the
same shall be deemed a material breach by Supplier. Supplier agrees to
notify Schlumberger at least (i) one (1) week prior to the
implementation of a change accepted by Schlumberger related to the
selection of Products, Services or prices, or any downtime planned to
affect access to Supplier’s website more than two (2) hours, and (ii)
two (2) weeks prior to any change in technology that requires testing to
ensure the continuity of access to Supplier’s website.
4.3
With respect to the free text/special request method,
Supplier acknowledges that (i) the resulting (line) item corresponds in
general to requirements not mutually agreed upon in advance (in a
catalog for example), and (ii) accordingly, it is Supplier’s responsibility
to verify whether said requirements are acceptable (as SWPS does not
have any functionality to that effect).
ARTICLE 5 – OBLIGATIONS OF SCHLUMBERGER IN RELATION TO SWPS ORDER
PREPARATION
Provided that (i) the catalog format is valid, and (ii) no reason that
would prevent Schlumberger from loading said catalog or update in
production exists, Schlumberger shall use commercially reasonable
efforts to process catalogs and updates within three (3) weeks from
receipt. Schlumberger shall inform Supplier of the format invalidity or
reason that prevents Schlumberger from loading said catalog or update
in production once the foregoing will have become known to
Schlumberger, and return the same to Supplier for correction.
ARTICLE 6 – OBLIGATIONS OF SUPPLIER IN RELATION TO SWPS ORDER
SUBMISSION
The Order submission method(s) is/are subject to the consent of both
parties and is/are to be determined as a prerequisite (although it/they
may change at a later stage subject to mutual consent, except as stated
in the last sentence of this paragraph). Orders may be submitted to
Supplier using a third party marketplace, a SWPS generated e-mail
without response functionality, or a SWPS generated e-mail with
response functionality. Supplier acknowledges that Schlumberger may,
despite having formally agreed to submit Orders using a particular
method (or particular methods), submit Orders using another method
if prevented by circumstances beyond its reasonable control from
submitting Orders in accordance with the method(s) mutually agreed
upon.
6.1
With respect to the marketplace, Supplier is encouraged to
use the marketplace selected by Schlumberger, and acknowledges that
Schlumberger shall not participate in the negotiations between
Supplier and the third party providing said marketplace.
6.2
With respect to SWPS generated e-mails, Supplier
undertakes to maintain an e-mail account and to monitor said account
at least once per working day to ensure that Orders are processed
promptly. Supplier agrees to notify Schlumberger in writing at least one
(1) week in advance of any change in said e-mail account. There is a
SWPS generated e-mail without response functionality, and a SWPS
generated e-mail with response functionality. If Schlumberger elects to
propose the second method to Supplier, and if Supplier accepts such
method, the acceptance or rejection of the Order has to be made
within the time period mentioned in the e-mail, using the hyperlink
embedded in the e-mail received.
ARTICLE 7 – OBLIGATIONS OF SCHLUMBERGER IN RELATION TO SWPS ORDER
SUBMISSION
7.1
With respect to the selected marketplace, Schlumberger
agrees to inform Supplier at least two (2) months in advance of any
change of its selected marketplace.
7.2
With respect to any other change in the Order submission
methods, Schlumberger agrees to inform Supplier at least two (2)
weeks in advance of any said change, unless there is a technical issue
with the method(s) originally selected in which case Schlumberger may
apply the new method(s) immediately after having informed Supplier in
respect thereof.
ARTICLE 8 – TECHNOLOGY; POINT OF CONTACT
8.1
Supplier agrees to bear all the costs related to its
participation in SWPS, and to notify Schlumberger in advance of any
technology changes which may affect Supplier’s ability to participate in
SWPS. Any information related to technology requirements (including
Issue January 2013
without limitation those pertaining to the production and test phases)
may be obtained from the SWPS Department.
8.2
Supplier acknowledges and agrees that it has the obligation
to (i) designate at least one (1) point of contact within its organization
and notify Schlumberger in writing in respect thereof, and (ii) notify
Schlumberger in writing at least one (1) week in advance of any
change of that person or in the contact details of said person.
8.3 Notices to Supplier shall be served to that point of contact, and
notices to Schlumberger shall be served to the designated
Schlumberger representative. Notices shall be sent by registered post,
or fax (confirmation of receipt required in that case), or e-mail.
ARTICLE 9 – ACCEPTANCE/REJECTION/CANCELLATION OF SWPS ORDERS;
TERMINATION OF ORDERS; TERMINATION OF THE AGREEMENT
9.1
With respect to any Order submission method other than email with response functionality, Supplier undertakes to
expressly/formally inform Schlumberger, using the same method as
the one used for Order submission, within four (4) working days from
Order submission (unless a shorter period is stated in the Order), if an
Order is not accepted by Supplier. Failure to do so shall constitute
implied/non-express acceptance of the Order. If Supplier fails to
deliver the Products by the delivery date stated in the Order,
Schlumberger reserves the right to cancel/terminate the Order for
cause.
9.2
With respect to the Order submission method consisting of
e-mail with response functionality, Supplier undertakes to
expressly/formally inform Schlumberger, using the hyperlink
embedded in the e-mail received, within the time period mentioned in
the e-mail, if an Order is accepted or rejected by Supplier. There is no
implied acceptance, a response has to be submitted, failing which
Schlumberger shall send one or several reminder(s). If Supplier (i) fails
to respond to a reminder, or (ii) after having accepted an Order, fails
to deliver the Products by the delivery date stated therein,
Schlumberger reserves the right to cancel/terminate the Order for
cause.
9.3
Schlumberger reserves the right to prevent/make
impossible the automatic/system sending (submission) of Orders if (i)
Supplier is in breach of its obligation(s) hereunder, or (ii) Schlumberger
so elects, in which case the Agreement shall terminate. A prior written,
thirty-day notice in the former case, and sixty-day notice in the latter
case, will be served to Supplier.
9.4
If Supplier elects to reject an Order, it shall substantiate in
its rejection note/communication the reason why doing so. Supplier
acknowledges that its acceptance or rejection of an Order is final.
Articles 9.1 and 9.2 are without prejudice, and apply in addition, to any
other cancellation right which may be stated in the purchase terms.
9.5
Schlumberger reserves the right to cancel any Purchase
Order(s) (SWPS Orders and/or Traditional Orders) issued to a Supplier,
if Supplier has not begun the delivery of Products and/or performance
of the Services within thirty (30) days after the acceptance of the
Order (hereinafter referred as “Delivery Time”). An Order will be
considered cancelled and entirely null and void effectively at the time
Schlumberger communicates its decision to Supplier indicating
Delivery Time has elapsed.
ARTICLE 10 – DELIVERY NOTIFICATION
If there is a discrepancy between the Order and the actual provision of
products or services, it is required that Supplier notifies Schlumberger
in writing (but not through SWPS) in respect thereof, in a prompt
manner (and under no circumstances after invoice submission), with a
detailed description of the goods or services actually provided. Such
discrepancy may or may not be accepted by Schlumberger. In case it is
accepted, the delivery notification made prior to invoice submission
will facilitate the processing of the corresponding invoice, and avoid
processing delays which would otherwise occur.
ARTICLE 11 – APPLICABLE TERMS
ACCEPTANCE OF THE TERMS HEREOF
AND
CONDITIONS;
AGREEMENT;
11.1
Except as provided for in Article 11.2, each Order shall be
governed by the provisions hereof, i.e. the Products and/or Services
shall be provided by Supplier under the terms and conditions
contained or referred to herein. The terms and conditions contained
or referred to herein shall apply to all Electronic Orders as well as to
Page 2 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
Traditional Orders, regardless of whether said terms and conditions are
referenced in the Order.
14.1
Order.
11.2
Schlumberger's submission of an Order shall be deemed an
offer to purchase the Products and/or Services under the terms and
conditions contained or referred to herein. Once Supplier accepts an
Order, there shall be a binding contractual relationship/agreement
between the parties consisting of the Order and the terms and
conditions contained or referred to herein, such as the separate
document referred to in Article 12.2 (the “Agreement”).
11.3
SCHLUMBERGER SHALL NOT BE OBLIGED TO PURCHASE AND PAY FOR
ANY PRODUCTS AND/OR SERVICES WHICH HAVE BEEN INCLUDED IN AN ORDER (I)
NOT APPROVED BY THE DULY AUTHORIZED REPRESENTATIVE OF SCHLUMBERGER
(WITH RESPECT TO TRADITIONAL ORDERS), OR (II) NOT SUBMITTED IN ACCORDANCE
WITH THE METHODS DESCRIBED HEREUNDER (WITH RESPECT TO ELECTRONIC
ORDERS).
14.2
The applicable Incoterm 2010 shall be set out in the
separate document signed by the parties or their representatives to
clarify the Incoterm 2010, packaging and delivery requirements, and
any other specific operational requirement(s) mutually agreed upon,
or as the case may be, in the Order. With respect to Products and
Services requiring test/certification, the applicable prices include the
test performance and/or the issue and filing of the required
certificates, and Schlumberger’s access thereto and use thereof, at its
convenience. The foregoing shall survive the expiry or termination of
the Agreement.
ARTICLE 12 – ORDER OF PRECEDENCE; DEFINITION OF AFFILIATE
12.1
In case of conflict or inconsistency between these terms and
conditions and the Exhibits attached hereto, the former shall prevail. In
case of conflict or inconsistency between an Order and these
Schlumberger Terms and Conditions for Purchase Orders, these
Schlumberger Terms and Conditions for Purchase Orders shall prevail.
In case of conflict or inconsistency between the provisions hereof and
any applicable laws or regulations, the provisions hereof shall prevail,
to the extent legally possible (and to the extent legally impossible, be
amended accordingly), notwithstanding anything herein to the
contrary.
12.2
If a separate agreement entered into by Supplier and
Schlumberger for purchase of Products and/or Services exists and is
valid at the time of the purchase of Products and/or Services, that
agreement shall apply in place of these Schlumberger Terms and
Conditions for Purchase Orders.
12.3
These Schlumberger Terms and Conditions for Purchase
Orders apply in place of any terms or conditions (i) provided by
Supplier during the performance hereof, or (ii) contained or referred to
in any form generally used by Supplier, or any correspondence, other
contracts performed by the parties (except as provided for in Article
12.2 above), or elsewhere, which may have been applicable to the
subject matter hereof, or (iii) implied by trade, custom, practice or
course of dealing. Any of said terms and conditions (other than those
referred to herein) are void and unenforceable, and any purported
provisions to the contrary are hereby excluded or extinguished.
12.4
For the purposes of the Agreement, “Affiliate(s)” means,
with respect to either Party, any entity that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is
under common control with, said Party, “control” being the legal or
beneficial ownership of more than fifty percent (50%) of the issued
voting share capital of an entity, or the power to direct the decisions of
the board of directors (or similar managerial body) or day-to-day
activities or management of the entity.
ARTICLE 13 – NON-EXCLUSIVE RELATIONSHIP BETWEEN THE PARTIES; NO
COMMITMENT TO BUY
13.1
The parties expressly acknowledge and agree that their
relationship hereunder shall be non-exclusive, and that each of the
parties may, subject to the obligations hereof pertaining to proprietary
or confidential information or the like, enter into substantially similar
agreements with other parties with respect to (i) products and/or
services similar (or substantially similar) to the Products and/or
Services contemplated hereunder, or part thereof, or (ii) as applicable,
the Products and/or Services, or part thereof. If Products are
customized for Schlumberger in accordance with Schlumberger’s
proprietary specifications and requirements, the foregoing shall not
apply to Supplier (i.e. Supplier may not sell to other parties the
Products customized in accordance with Schlumberger’s proprietary
specifications and requirements, except as expressly agreed in writing
by Schlumberger).
13.2
The parties expressly acknowledge and agree that
Schlumberger makes no commitment of any kind with respect to a
business volume or the like, notwithstanding anything herein to the
contrary.
ARTICLE 14 – PRICES
Issue January 2013
Schlumberger shall pay Supplier the price(s) set out in the
14.3
Supplier warrants that the applicable prices are no more
than the prices charged to other customers for contemporaneous
sales of similar Products and/or Services, in the same or substantially
similar volumes, and under substantially similar terms and conditions.
ARTICLE 15 – TAXES
15.1
Except as otherwise agreed by the parties in writing, the
prices (rates of compensation) provided under this Agreement shall
include all applicable taxes, duties, and levies including, without
limitation, those described in Articles 15.2, 15.3, 15.4, and 15.6, paid,
payable, levied or assessed on Supplier or any of its employees,
agents, subcontractors and similar by the relevant government, arising
directly or indirectly for the delivery of products and/or performance
of the Services by Supplier under this Agreement
15.2
Supplier shall assume full and exclusive liability for the
payment of all taxes (and associated penalties and interest) including,
by way of illustration and not limitation, corporate tax, income tax,
branch profit tax, capital gains tax, or franchise tax payable, levied,
imposed, or assessed upon the revenue, profits, or assumed profits of
Supplier arising directly or indirectly from the performance of this
Agreement.
15.3
Supplier shall assume full and exclusive liability for the
payment of all taxes (and associated penalties and interest), including,
by way of illustration and not limitation, personal income tax,
employment compensation insurance, old age benefits, welfare funds,
pensions and annuities, national insurance contributions, social
security benefits and disability insurance, and similar charges payable,
levied or imposed on any of its employees, subcontractors or agents
and arising directly or indirectly from the performance of this
Agreement.
15.4
Supplier shall assume full and exclusive liability for the
payment of all taxes (and associated penalties and interest), including,
by way of illustration and not limitation, sales and use tax, value-added
tax, customs and import duties and levies and similar charges payable,
levied or imposed on the procurement of goods by Supplier or any of
its employees, subcontractors or agents and arising directly or
indirectly from the performance of this Agreement.
15.5
The prices are exclusive of Value Added Tax and/or Sales
Tax. Notwithstanding the provisions of Article 15.4, if applicable, Value
Added Tax and/or Sales Tax will be added to Supplier’s invoices and
such invoices will be presented in accordance with applicable
regulations with respect to Value Added Tax and/or Sales Tax.
15.6
Schlumberger may, without liability to Supplier, withhold
any taxes or other government charges or levies from any payments
which would otherwise be made by Schlumberger to Supplier to the
extent that such withholding may be required by the existing or future
legislation, orders, rules or directions of any competent taxing
authority. Schlumberger shall provide a receipt in respect of any tax
withheld. Where the requirements for any withholding are avoided by
Supplier holding an appropriate valid exemption certificate it is the
duty of Supplier to: (a) inform Schlumberger on a timely basis that
such a certificate is held and to inform Schlumberger of any change to
or cancellation of the certificate and; (b) provide copies of the
certificate or any other proper documentation evidencing the
exemption or any further information that may be required to avoid
such withholding. Failure on the part of Schlumberger to withhold or
deduct any taxes from Supplier does not remove the liability for those
taxes from being declared and paid by Supplier.
Page 3 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
15.7
Supplier shall defend, indemnify, and hold Schlumberger
harmless from liability to any competent authority resulting from
Supplier’s failure to (i) make timely payment of or pay any of the
charges specified in Articles 15.2, 15.3, 15.4 or 15.6 above, including
interest, penalties and any other liability arising from such failure, or (ii)
comply with the reporting, filing or other procedural requirements with
respect to their payment.
15.8
In the event that Schlumberger receives a direct request
from any governmental authority requesting information regarding
Supplier, and upon written request by Schlumberger, Supplier shall
provide evidence to confirm Supplier’s compliance with governmental
tax reporting and payment obligations.
ARTICLE 16 – TERMINATION
16.1
Schlumberger may cancel an Order, in whole or in part, at
any time prior to its acceptance by Supplier.
16.2
An Order may be cancelled/terminated as follows:
(a) Either party may cancel an Order, in whole or in part, if a Force
Majeure event lasts for more than fifteen (15) consecutive days.
(b) Schlumberger may cancel an Order for cause, in whole or in part,
in the event of Supplier’s default or failure to (i) comply with the terms
and conditions hereof (including without limitation the obligation to
expressly/formally accept or reject the Order submitted within the
time period set forth in Article 2.1), or (ii) comply with the specific
instructions of an Order accepted by Supplier (including without
limitation failure to timely deliver the Products and/or perform the
Services, whether said failure occurred or was announced by Supplier),
or (iii) provide reasonable assurance of future performance.
Additionally, Schlumberger may cancel an Order for cause, in whole or
in part, if Supplier becomes bankrupt or insolvent, or if Supplier’s
business is placed in the hands of a receiver, assignee, or trustee,
whether by voluntary act of Supplier or otherwise, or undergoes any
proceeding analogous to the foregoing.
(c) Schlumberger may cancel an Order for convenience, in whole or
in part, at any time after acceptance by Supplier. The cancellation
notice shall specify the extent to which the performance of work
related to the Order is terminated, and the time at which such
termination becomes effective. After receipt of said notice, Supplier
shall stop the performance of said work to the extent specified in the
notice of termination.
16.3
If an Order is cancelled pursuant to Article 16.2(a) or
16.2(b), Schlumberger may require Supplier to (i) transfer title to, and
deliver to Schlumberger, in the manner, time, and extent directed by
Schlumberger, any completed Products, or such partially completed
Products, materials, parts, tools, designs, fixtures, plans, drawings and
information, and transfer contract rights that Supplier acquired for the
performance of the terminated part of the Order, and (ii) grant
Schlumberger a royalty-free, assignable and non-exclusive license to
use and permit others to use, Supplier's designs, processes, drawings,
and technical data to permit completion by Schlumberger of the
terminated part of the Order.
16.4
If an Order is cancelled pursuant to Article 16.2(c), the
following shall apply:
(a) With respect to standard/non-customized Products and/or
Services not manufactured and/or performed according to
Schlumberger’s proprietary specifications, no payment shall be owed
by Schlumberger if said cancellation occurs prior to shipment/delivery
and/or performance of the concerned Products and/or Services.
Conversely, if said cancellation occurs after shipment/delivery and/or
performance of the concerned Products and/or Services, Supplier shall
be paid a reasonable mutually agreed termination charge reflecting the
work actually performed prior to cancellation, not to exceed a
maximum of thirty percent (30%) of the applicable price for the
terminated part of the Order.
(b) With respect to non-standard/customized Products and/or
Services manufactured and/or performed according to Schlumberger’s
proprietary specifications, Supplier shall be paid a reasonable
termination charge reflecting the work actually performed prior to
cancellation, not to exceed the applicable price for the terminated part
of the Order reduced by the price of work not completed (and as the
case may be, by the amounts already paid in respect thereof). The
parties shall determine said termination charge in good faith, at the
time of receipt of the cancellation notice by Supplier.
Issue January 2013
16.5
If an Order is cancelled pursuant to Article 16.2(a), 16.2(b)
or 16.2(c), the Agreement (of which that Order is a part) shall
terminate. If an Order is cancelled by Schlumberger prior to its
acceptance by Supplier, no agreement exists between the parties.
16.6
The rights and remedies of Schlumberger under this Article
16 (and the remainder of the Agreement) are not exclusive, and apply
in addition to any other rights and remedies available at law, in
contract, in equity or otherwise.
16.7
If either party exercises its rights under this Article 16,
under no circumstances shall it become liable for the consequential
damages which may be sustained by the other party as a result
thereof. For the purposes of this Article 16, references to “days” shall
mean working days in the country where the Order is being
performed. References to “working days” in the remainder hereof
shall mean the same.
ARTICLE 17 – WARRANTIES
17.1
Supplier warrants that (i) the Products shall, for a period of
twenty four (24) months from the date of delivery to Schlumberger,
conform to the applicable specifications, and shall be merchantable,
free from defects in workmanship, materials, manufacture and design,
fit for the purposes intended and new (unless otherwise agreed by
Schlumberger), (ii) the Products shall be certified (if applicable), and
comply with all applicable laws (including without limitation
environmental and safety laws, rules and regulations) and as
applicable, Schlumberger’s Quality, Health, Safety and Environment
Policy, a copy of which is appended in Exhibit A, and (iii) Supplier shall
have good and marketable title to all Products delivered to
Schlumberger, free from and clear of any liens or encumbrances.
17.2
Supplier warrants and represents that all Services
performed hereunder shall be performed in a professional and
workmanlike manner and shall meet all specifications, service goals
and timetables which have been agreed to between the parties. Time
is of the essence in the performance of Supplier’s obligations
hereunder.
17.3
The foregoing warranties shall apply to the benefit of
Schlumberger, its Affiliate(s), or its or their clients, and shall not be
affected by delivery to, or inspection, acceptance or payment by,
Schlumberger. If any Products and/or Services delivered and/or
performed are found not to be as warranted, Schlumberger may
return the same to Supplier, at Supplier's expense and risk, for
correction, replacement or credit, as Schlumberger may direct. Any
Products repaired or replaced shall be warranted to the same extent
as Products initially furnished. The warranty set forth in this Article 17
does not apply in lieu of, but in addition to, all other warranties, terms,
representations or guarantees (whether express or implied), and the
remedies set forth in this Article 17 do not apply in lieu of, but in
addition to, all other remedies available at law, in contract, in equity or
otherwise.
ARTICLE 18 – GENERAL PERFORMANCE OF THE AGREEMENT
18.1
Supplier shall record each Order performed by Supplier
(and upon Schlumberger’s request, Supplier shall provide
Schlumberger with a report detailing the types and quantities of, and
aggregate price for, the Products and/or Services purchased by
Schlumberger during the period mentioned by Schlumberger).
18.2
Each party agrees not to hire, solicit, or accept solicitation
(either directly or indirectly) from, the employees of the other party
directly involved herein, during a period of one (1) year after
completion or cancellation of any Order, except as the parties may
agree on a case-by-case basis. The foregoing does not affect the rights
of either party’s employees to apply for a position within the other
party’s organization.
18.3
Supplier agrees, in relation to the manufacture of the
Products, to take diligent steps to protect the environment, which
includes proper management and disposal of all waste generated in
the course of providing the Products, in accordance with applicable
laws and regulations and best industry practices. Furthermore,
Supplier agrees to monitor its compliance with the foregoing.
18.4
Where applicable, Schlumberger provided Supplier with the
“GOLD Supplier Guideline” manual or its successor to facilitate the
performance of the Order, and more particularly, clarify processes
Page 4 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
used. Said manual, which may be updated at any time, is provided as a
facilitating tool (it contains, for example, information on payment).
18.5
While on Schlumberger facilities, all Supplier personnel shall
comply with Schlumberger’s guidance regarding acceptable use of
facilities and matters of professional behavior, as communicated to
Supplier by Schlumberger. This includes driving while on Schlumberger
facilities, Internet access and use; and interpersonal communications
and conduct.
ARTICLE 19 – PAYMENT
The applicable prices are referred to in Article 14.1. Unless otherwise
agreed by Schlumberger in writing, Supplier shall within thirty (30) days
of delivery of the Products and/or performance of the Services submit
to Schlumberger an invoice for such Products and/or Services.
Schlumberger reserves the right to not pay any invoices received after
such deadline. Each invoice shall be in the format required by
Schlumberger, and, if requested by Schlumberger, Supplier shall submit
no more than the number of invoices specified by Schlumberger per
month. Invoices shall be mailed on the date of shipment or supply of
the Products and/or Services to the address specified in the Order, and
shall state the Order number. Payment of correctly submitted invoices
shall be made by Schlumberger within fifty (50) days from the date of
receipt of invoice, unless, (i) in Schlumberger’s reasonable opinion, the
Products are defective and/or Services are unsatisfactorily performed,
or fail to conform to the warranties provided hereunder, or (ii)
Schlumberger disputes the correctness of the invoice submitted, in
which case the parties shall use their best efforts to settle their dispute
at the earliest, or (iii) different payment terms are specified in the
Order. Payments made by Schlumberger shall not constitute
acceptance of the Products and/or Services, or be construed as a
waiver of any rights Schlumberger may have hereunder for defective or
non-conforming Products and/or unsatisfactorily performed Services.
Schlumberger may set off any amount owed by Schlumberger to
Supplier against any amount owed by Supplier to Schlumberger. As
applicable, any early payment discount may be mutually agreed upon
in the Order.
ARTICLE 20 – PRODUCTS QUALITY
Supplier agrees that before starting the performance hereof, it shall, as
applicable, have implemented and documented a Quality Assurance
program meeting the requirements of ISO 9001 or of an internationally
recognized standard of the same level.
ARTICLE 21 – PRODUCTS INSPECTION
21.1
Supplier shall make a full inspection of the Products
specified in an Order prior to shipment, however the same shall be
subject to Schlumberger's inspection and approval prior to acceptance
and/or payment. If in Schlumberger’s reasonable opinion, said Products
fail to conform to agreed specifications or are otherwise defective,
Schlumberger has the right to reject the same, and require prompt
replacement thereof by Supplier, at Supplier’s expense and risk.
Additionally, Schlumberger may, at Supplier’s expense and risk, return
quantities in excess of the amounts specified in the Order.
21.2
As applicable, if after delivery of the Products to
Schlumberger, the Products are sent back to Supplier’s facility for
Supplier to assess the need and cost of repairs not covered under the
warranty (if any), the risk of loss of, or damage to, such Products while
at Supplier’s facility (excluding the transport phase to and from said
facility, unless otherwise agreed by the parties) shall be borne by
Supplier.
the Order change under the original applicable conditions. If Supplier
so notified Schlumberger, the parties shall agree on the applicable
changes in the original conditions, based upon the supporting
documentation submitted by Supplier, and Schlumberger shall elect
whether to proceed or not.
22.2
Supplier shall not have the right at any time to make
changes in any Order, unless Schlumberger expressly agrees thereto,
in the form used for Order change(s) submission with respect to
Electronic Orders.
ARTICLE 23 – PACKING; SHIPMENT; DELIVERY
23.1
Unless otherwise specified, all Products shall be packed,
marked and otherwise prepared for shipment in a manner which (i)
complies with applicable regulations, (ii) is acceptable to common
carriers, (iii) provides necessary lifting, handling, and shipping
information (and other relevant information identified by
Schlumberger), (iv) is adequate for storage and protection against
weather, and (v) is appropriate to ensure safe arrival of the Products at
the named destination (as elaborated in the GOLD Supplier Guideline),
in good condition (the foregoing includes as required, the use of
cushioning material or vacuum packing to prevent damage during
transportation). In addition, the following requirements apply: (i) if
specific export packing requirements exist for a particular Product (i.e.
said requirements result from the type/characteristics of the Product
concerned), Supplier has to ensure that adequate documentation
reflecting the same is furnished, and (ii) wooden packaging or packing
of any kind including wooden boxes, materials or pallets must only be
made of heat-treated timber, and must comply with as applicable, the
International Standards for Phytosanitary Measures, also referred to
as ISPM (https://www.ippc.int/IPP/En/default.jsp), or the US
Department of Agriculture Animal and Plant Health Inspection Service,
also referred to as APHIS (http://www.aphis.usda.gov/).
23.2
Schlumberger reserves the right to select the means of
transport and carrier for shipment of the Products, notwithstanding
anything in the remainder of the Agreement to the contrary.
23.3
International customs regulations require that duty be paid
on the true net value of imported goods. For this reason, and unless
transportation is provided by Schlumberger, charges such as packing,
freight, handling, etc., must not be separately itemized on invoices
submitted for payment against purchase orders hence any such
charges must form part of the price quoted by supplier. Sales/VAT or
similar charges where applicable must be quoted as a separate line
item.
23.4
All Products containing radioactive or hazardous materials
and supplied to Schlumberger must be properly classified, described,
packaged, labeled and shipped in compliance with all applicable laws
and regulations and in observation of any codes of practice pertaining
thereto.
23.5
All deliveries shall be made during normal business hours
on the scheduled delivery date unless otherwise agreed to by
Schlumberger, at the place indicated in the Order. In the event that
the Order shall specify a “period for delivery”, Supplier shall give
reasonable notice of the proposed time and date of actual delivery of
the Products or provision of the Services Partial deliveries shall not be
accepted without Schlumberger's prior authorization. SUPPLIER
ACKNOWLEDGES THAT TIME IS OF THE ESSENCE UNDER THE AGREEMENT.
23.6
If Supplier delivers the Products in a more expensive way
than specified, any increased transportation costs shall be paid for by
Supplier unless Schlumberger has caused the necessity for such
expedited handling.
ARTICLE 22 – CHANGES IN ORDER
ARTICLE 24 – LIENS
22.1
Schlumberger shall have the right at any time to make
changes in an Order including type of Products and/or Services and
time, method and place of delivery/performance. If said change(s)
trigger(s) increased or decreased costs or a longer or shorter period for
delivery, or impacts any of the other conditions applicable to the Order
as originally submitted, Supplier shall so notify Schlumberger within
four (4) working days from Order change(s) receipt (unless a shorter
period is stated on the Order change), in the form used for Order
change(s) submission with respect to Electronic Orders. Failure by
Supplier to do so shall constitute an unconditional waiver by Supplier
to make a claim for adjustment, and be deemed acceptance to perform
Supplier agrees that it shall not allow any liens to attach to the
Products or any property of Schlumberger, and that it shall furnish,
upon request, receipts and releases with respect to the Products
and/or Services showing that all related costs and expenses have been
paid, and thus, that no third party claims, liens, or rights of liens exist
against Schlumberger or its property or the Products. SUPPLIER SHALL
INDEMNIFY AND HOLD SCHLUMBERGER HARMLESS FROM SAID LIENS AND CLAIMS.
Issue January 2013
ARTICLE 25 – INTELLECTUAL PROPERTY RIGHTS
25.1
Supplier hereby grants to Schlumberger, without further
cost to Schlumberger, an irrevocable, non-exclusive and royalty-free
Page 5 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
license to make, have made, use, and sell products embodying any and
all inventions and discoveries which may be made, conceived or
actually reduced to practice in connection with the performance of an
Order.
ACTIVE OR PASSIVE), PRE-EXISTING CONDITIONS, STRICT PRODUCT LIABILITY, FAILURE
25.2
If Schlumberger furnishes specifications, requirements,
designs and the like to Supplier for the manufacture of the Products,
Supplier acknowledges and expressly agrees that Schlumberger is and
remains the sole and exclusive owner of all such specifications,
requirements, designs and the like, and of all improvements,
modifications, derivative works and intellectual property rights therein.
ARTICLE 27 – INSURANCE
25.3
If Schlumberger provides special tools (or dies, molds or
patterns) involving Schlumberger’s confidential information for the
performance of an Order, the same shall be the property of
Schlumberger, kept confidential, used only for the production of the
Products for Schlumberger, and returned in good condition (normal
wear and tear excepted) to Schlumberger (or destroyed, at
Schlumberger’s discretion) upon the completion or cancellation of the
Order. If special tools have been used to perform an Order and charged
to Schlumberger, title thereto shall, at Schlumberger’s discretion, vest
in Schlumberger.
ARTICLE 26 – LIABILITIES AND INDEMNITIES
26.1
Regardless of where/when title to the Products is
transferred, but subject to Articles 17 and 21, the risk of loss of, or
damage to, the Products shall pass to Schlumberger at the time and
place of delivery.
SUBJECT TO ARTICLE 26.1 SUPPLIER SHALL DEFEND, INDEMNIFY AND
SCHLUMBERGER, ITS AFFILIATES AND ITS AND THEIR EMPLOYEES, OFFICERS,
DIRECTORS, REPRESENTATIVES, AGENTS AND INVITEES HARMLESS FROM AND AGAINST
ANY CLAIMS, DEMANDS, CAUSES OF ACTION, JUDGMENTS, PROCEEDINGS, AWARDS,
DAMAGES, LOSSES, FINES, PENALTIES, COSTS, EXPENSES AND LIABILITIES, INCLUDING
LITIGATION COSTS AND REASONABLE ATTORNEY’S FEES (“CLAIM(S)”) ARISING OUT OF
DEATH, ILLNESS OR INJURY, OR PROPERTY LOSS OR DAMAGE, OR LOSS, DAMAGE OR
COST, AS A RESULT OF OR IN CONNECTION WITH (I) THE NEGLIGENT ACT OR OMISSION
OF SUPPLIER OR ANY OF ITS EMPLOYEES UNDER THE AGREEMENT, OR (II) SUPPLIER’S
(OR ANY OF ITS EMPLOYEES’) BREACH OF SUPPLIER’S OBLIGATIONS UNDER THE
AGREEMENT, INCLUDING WITHOUT LIMITATION AS A RESULT OF DEFECTS IN ANY
PRODUCT(S).
26.2
HOLD
26.3
SUPPLIER SHALL DEFEND, INDEMNIFY AND HOLD SCHLUMBERGER, ITS
AFFILIATES AND ITS AND THEIR CLIENTS, EMPLOYEES, OFFICERS, DIRECTORS,
REPRESENTATIVES, AGENTS AND INVITEES HARMLESS FROM AND AGAINST ANY
CLAIMS ARISING OUT OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT,
COPYRIGHT, TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT,
OR ANY LITIGATION BASED THEREON, WITH RESPECT TO ANY PRODUCTS AND/OR
SERVICES (OR PART THEREOF), OR USE THEREOF, EXCEPT TO THE EXTENT THAT SUCH
INFRINGEMENT RESULTS SOLELY FROM THE MANUFACTURE OF THE PRODUCTS
PURSUANT TO DETAILED PROPRIETARY DESIGNS FURNISHED BY SCHLUMBERGER. THE
FOREGOING INDEMNITY IS CONDITIONAL UPON (I) PROMPT WRITTEN NOTICE OF ANY
CLAIM TO SUPPLIER, (II) SUPPLIER'S CONTROL OF THE DEFENSE AND SETTLEMENT OF
ANY CLAIM, AND (III) REASONABLE COOPERATION AND ASSISTANCE BY
SCHLUMBERGER IN THE DEFENSE AND SETTLEMENT OF SUCH CLAIM AT THE EXPENSE
OF SUPPLIER. SUPPLIER SHALL NOT BE RESPONSIBLE FOR ANY COMPROMISE MADE BY
SCHLUMBERGER WITHOUT SUPPLIER’S PRIOR WRITTEN CONSENT. IF ANY PRODUCTS
AND/OR SERVICES (OR PART THEREOF), OR USE THEREOF, BECOME(S), OR IN
SUPPLIER'S OPINION, IS/ARE LIKELY TO BECOME, THE SUBJECT OF AN INFRINGEMENT
CLAIM, SUPPLIER SHALL (I) PROCURE FOR SCHLUMBERGER THE RIGHT TO CONTINUE
THE USE THEREOF, OR (II) REPLACE OR MODIFY THE SAME SO THAT IT BECOMES NONINFRINGING (PROVIDED THE SAME LEVEL OF FUNCTIONALITY IS MAINTAINED).
SUPPLIER SHALL ALSO BE LIABLE FOR ANY DAMAGES ASSESSED AGAINST
SCHLUMBERGER, ITS AFFILIATES OR ITS OR THEIR CLIENTS ARISING OUT OF THE USE OF
THE SAME PRIOR TO THE DATE UPON WHICH SUPPLIER PERFORMED ANY OF THE
FOREGOING REMEDIAL ACTIONS, AS SET FORTH ABOVE.
26.4
NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY PUNITIVE,
INDIRECT OR CONSEQUENTIAL DAMAGES SUSTAINED BY THE OTHER (OR ITS AFFILIATE)
IN CONNECTION WITH THE PERFORMANCE OF THE AGREEMENT INCLUDING WITHOUT
LIMITATION BUSINESS INTERRUPTIONS, LOSS OF PROFITS, LOSS OF REVENUES, LOSS OF
USE OF ASSETS AND LOSS OF CONTRACTS.
26.5
IT IS THE EXPRESS INTENT OF THE PARTIES THAT THE INDEMNITIES AND
THE LIABILITY EXCLUSIONS CONTAINED IN THIS ARTICLE 26 (OR THE REMAINDER OF
THE AGREEMENT) SHALL, UNLESS EXPRESSLY STATED OTHERWISE, APPLY REGARDLESS
OF WHETHER (I) THE CLAIMED LIABILITY IS BASED ON BREACH OF CONTRACT,
WARRANTY OR DUTY, NEGLIGENCE OF ANY PERSON (GROSS, SOLE, CONCURRENT,
Issue January 2013
OF ESSENTIAL PURPOSE OR ANY OTHER LEGAL OR EQUITABLE THEORY, OR ANY OTHER
CAUSE, AND/OR (II) A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE
CORRESPONDING LIABILITY.
27.1
Supplier's indemnity obligations set forth herein shall be
supported by appropriate insurance policies, acceptable to
Schlumberger, including at least the following policies:
(a) Comprehensive General Liability including but not limited to
Contractual Liability Cover, with limits in respect of bodily injury
and/or property damage of not less than US Dollars two million (US$
2,000,000) per occurrence;
(b) Workman’s Compensation in compliance with local statutory
requirements, and/or Employer’s Liability with limits of not less than
US Dollars one million (US$ 1,000,000) per occurrence; and
(c) As applicable, Automobile Liability as may be required by statute
or similar regulations in the country of operations.
27.2
Said policies shall be taken out by Supplier at its cost, with a
reputable insurance company, and shall be evidenced by insurance
certificates to be provided upon Schlumberger’s request. Said policies
shall name Supplier’s clients as additional insured, but Schlumberger
may only benefit from said status to the extent of the liabilities
assumed by Supplier hereunder (except for Workman’s
Compensation), and shall be endorsed to provide that (i) no insurance
policy shall be cancelled or materially changed without thirty (30) days
prior written notice to Schlumberger, and (ii) Supplier's insurers shall
waive their rights of subrogation against Supplier’s clients, but
Schlumberger may only benefit from said waiver to the extent of the
liabilities assumed by Supplier hereunder.
ARTICLE 28 – CONFIDENTIALITY
28.1
Supplier acknowledges that during the performance of an
Order/the Agreement, any information of Schlumberger or its Affiliate,
disclosed to, or obtained by, Supplier or its Affiliate as a result of said
performance shall be deemed confidential and proprietary to
Schlumberger (“Confidential Information”). Without limitation to the
foregoing, the Agreement/the terms of the Agreement shall be
deemed confidential and proprietary to Schlumberger, and may be
used by Schlumberger as it deems fit.
28.2
Supplier agrees (i) to treat as secret and confidential, and
(ii) not to, at any time during the Agreement term and for five (5) years
thereafter, disclose, or distribute, or publish, or copy, or reproduce, or
sell, or lend, or manipulate, or otherwise make use of (except for the
purpose of performing an Order/the Agreement provided that the
disclosure is made to the employees of Supplier on a need-to-know
basis), or permit use to be made of, any Confidential Information,
except with Schlumberger's express written consent.
28.3
The foregoing shall not apply to any Confidential
Information that (i) can be shown by documentary evidence to have
been previously known to Supplier at the time of disclosure, (ii) is
independently developed by Supplier without breach of the
Agreement, (iii) is lawfully obtained from a third party without
restriction on use or disclosure, (iv) is or becomes part of the public
domain through no fault of Supplier, or (v) is disclosed pursuant to any
judicial or governmental requirement or order, provided that Supplier
takes reasonable steps to give Schlumberger sufficient prior notice in
order to contest such requirement or order.
28.4
Supplier shall use the same degree of care to avoid
unauthorized disclosure of the Confidential Information as it employs
with respect to its own confidential/proprietary information of like
quality and nature, but employing no less than a reasonable standard
of care.
28.5
Supplier expressly acknowledges that the disclosure made
by Schlumberger does not grant Supplier any right other than the
limited right to use the Confidential Information for the performance
of an Order/the Agreement (and nothing contained herein shall be
construed as granting or conferring any rights to Schlumberger’s
trademarks, inventions, copyrights, patents or the like).
28.6
Upon expiry or termination of the Agreement for whatever
reason, Supplier shall return all Confidential Information to
Schlumberger (except the one identified in the second sentence of
Page 6 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
Article 28.1), and shall not be entitled to make or retain copies thereof.
28.7
Supplier shall not advertise or publish the fact that
Schlumberger has contracted with Supplier, nor use Schlumberger’s
name in any advertisement, publication, brochure or website.
ARTICLE 29 – FORCE MAJEURE
Neither Supplier, nor Schlumberger, shall be liable for delay or nonperformance of its obligations hereunder (or part thereof) if the cause
of delay or non-performance is an event which is unforeseeable,
beyond the control of the party affected, and cannot be remedied by
the exercise of reasonable diligence, including without limitation acts
of God, acts of civil or military authority, governmental orders, war,
fire, explosion, labor unrest (except if limited to the party affected) or
epidemic (“Force Majeure”). The party affected shall be relieved from
its obligations (or part thereof) as long as the Force Majeure lasts and
hinders the performance of said obligations (or part thereof), it being
understood that Force Majeure shall not excuse any obligation of
Schlumberger to pay for invoices due for Services actually performed or
Products actually delivered in accordance with the provisions hereof.
The party affected shall promptly notify the other party and make
reasonable efforts to mitigate the effects of Force Majeure with
reasonable dispatch.
ARTICLE 30 – INDEPENDENT CONTRACTOR
The Agreement shall not be construed as creating a joint venture,
partnership or the like. Neither party shall act or be deemed to act on
behalf of the other party (or its Affiliates), or have the right to bind the
other party (or its Affiliates). Each party shall remain an independent
entity, and act as an independent contractor. Each party shall at all
times during the performance hereof be responsible for the payment
of wages and benefits to, and as applicable, tax withholding from, its
own employees. Without limiting the generality of the foregoing, the
employees and subcontractors engaged by Supplier for the
performance hereof shall be the direct employees and subcontractors
of Supplier, and Supplier shall remain solely responsible for all matters
related to compliance with relevant employment laws.
ARTICLE 31 – AUDIT
Schlumberger shall have the right, at any time up to four (4) years after
completion or cancellation of any Order, to audit Supplier’s books,
records and data in any form to verify the compliance with the terms
hereof and the correctness of any invoice submitted by Supplier. Said
right shall be exercised solely for the purposes defined in this Article.
ARTICLE 32 – COMPLIANCE WITH LAWS – TRADE CONTROL
32.1
Supplier warrants that no applicable laws or regulations
shall be violated in the manufacture or sale of the Products or
performance of the Services contemplated hereunder, and that
Supplier shall comply with, and adhere to, all applicable laws and
regulations which may apply to Supplier in connection with the
Agreement. SUPPLIER SHALL DEFEND, INDEMNIFY, AND HOLD SCHLUMBERGER
HARMLESS AGAINST ANY CLAIMS IN RESPECT THEREOF.
32.2
Subject to the terms of Exhibit B to this Agreement, all
goods and information that are the subject matter of this Agreement
shall be exported under the control of Schlumberger, unless otherwise
agreed upon by the parties. The parties shall not act in manner which
may cause either party to be in violation of applicable United States
trade laws and regulations, including but not limited to the Export
Administration Act of 1979.
under this Agreement to or via any individual, entity, or destination, or
for any use prohibited by the laws or regulations of the United States
or any other applicable jurisdiction without having obtained prior
authorization from the competent governmental authorities as
required by all such laws and regulations. Notwithstanding any other
provision of this Agreement, neither Supplier nor Schlumberger shall
take or be required to take or to refrain from taking any action
prohibited or penalized under the laws of the United States or any
applicable jurisdiction. Supplier shall provide Schlumberger with the
Export Commodity Classification Numbers (“ECCN”), Harmonized Tariff
Classifications (“HTC”), and Country of Origin information for each
Product. The Supplier shall also provide any additional information
that may affect the movement, classification, or treatment of the
Product upon import or export, including whether the Product is
eligible for preferential tax or tariff treatment (such as preferential
certificates of origin as governed by any applicable bi-lateral or
regional free trade agreements). For those Suppliers with Catalogs, the
Supplier shall provide the ECCN, HTC, and Country of Origin as part of
the catalog completion. If no catalog, Supplier shall provide the
required information on the invoice and other related documentation
unless requested by Schlumberger at an earlier point in the
transaction.
32.5.
When Schlumberger is responsible for exporting Supplier’s
goods, Schlumberger shall undertake to determine any export license
requirements, to obtain any required export license or other export
authorization, and to carry out the required customs formalities for
the goods it is purchasing from Supplier. Supplier shall provide
Schlumberger with all necessary information required to obtain an
export license for Supplier’s goods. Schlumberger shall remain liable to
accept and pay for material if licenses are not granted or are revoked,
to the extent such denial of license application or revocation is not the
result of Supplier’s actions or inactions. Schlumberger shall also obtain
any required import documents, including but not limited to import
permits and import licenses. With respect to goods exported from the
U.S., Schlumberger shall authorize its U.S. agent (which term shall not
include Supplier) in writing to act on its behalf. Upon Supplier’s
request, Schlumberger shall provide or cause its U.S. agent to provide
Supplier a copy of the electronic export declaration filed in connection
with the export of products purchased from Seller.
32.6
For a minimum of five (5) years (longer if required by any
applicable law), Supplier shall retain all records pertaining to licensing
of the goods and information that are the subject matter of this
Agreement. Upon reasonable notice, Schlumberger shall have the right
to audit Supplier’s records documenting its compliance with the terms
of this Agreement.
32.7
The day-to-day operational and logistical requirements of
complying with the laws applicable to the import and export of the
goods and information that are the subject matter of this Agreement
shall be accomplished according to the terms included at Exhibit B to
this Agreement.
ARTICLE 33 – ASSIGNMENT AND SUBCONTRACTING
33.1
Neither party shall, without the prior written consent of the
other party, have the right to assign its rights and obligations under
the Agreement, to another party, and any purported assignment
without such consent shall be null and void. However, Schlumberger
shall have the right to assign, in whole or in part, its rights and
obligations under the Agreement to any of its Affiliates.
32.3
Supplier warrants that no applicable laws or regulations
shall be violated in the manufacture or sale of the Products or
performance of the Services contemplated hereunder, and that
Supplier shall comply with, and adhere to, all applicable laws and
regulations which may apply to Supplier in connection with the
Agreement. Supplier shall defend, indemnify, and hold Schlumberger
harmless against any Claims in respect thereof.
33.2
Supplier shall not subcontract whole or part of its
obligations under this Agreement without Schlumberger’s prior
written, and any purported subcontracting without such consent shall
be null and void. Supplier shall be responsible for the performance,
acts or omissions of its subcontractors as if their performance, acts or
omissions were its own performance, acts or omissions.
32.4
Without limitation to the generality of the foregoing, both
Parties shall strictly comply with, and adhere to, all applicable U.S. and
non-U.S. laws and regulations pertaining to environment, health and
safety, economic sanctions laws, trade, import and export control.
Specifically, both Parties covenants that it shall not - directly or
indirectly - sell, provide, export, re-export, transfer, divert, loan, lease,
consign, or otherwise release or dispose of any equipment, product,
commodities, services, software, source code, or technology received
34.1
The Agreement shall be governed by, and construed in
accordance with, the laws of (i) the state of Texas (USA) for contracts
entered into in the United States, (ii) Alberta (Canada) for contracts
entered into in Canada, and (iii) England (UK) for contracts entered
into outside the United States and Canada, excluding any conflict of
laws principle that would refer to the laws of another jurisdiction.
Issue January 2013
ARTICLE 34 – GOVERNING LAW AND ARBITRATION
Page 7 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
34.2
Any dispute that cannot be settled amicably shall be
resolved by arbitration, which shall be the exclusive method of formal
dispute resolution under the Agreement. Such arbitration shall be held
in the English language at a mutually agreeable location in accordance
with the (i) commercial arbitration rules of the American Arbitration
Association for contracts entered into in the United States, (ii) National
Arbitration Rules of the ADR Institute of Canada for contracts entered
into in Canada, and (iii) rules of conciliation and arbitration of the
International Chamber of Commerce for contracts entered into outside
the United States and Canada. Nothing herein shall, however, prohibit
a party from seeking temporary or preliminary injunctive relief in a
court of competent jurisdiction. The parties expressly consent to
arbitration and waive any right of appeal to any court from any arbitral
award (which shall be final and binding upon the parties).
34.3
The parties agree that the application of the United Nations
Convention on Contracts for the International Sale of Goods is
specifically excluded from the Agreement.
ARTICLE 35 – NOTICES
Notices shall be sent by registered post or fax, or delivered in person,
to the address for notices communicated by the other party. Said
notices shall be deemed received (i) upon delivery if hand delivered, (ii)
upon delivery if sent by registered post, and (iii) upon recipient’s
confirmation of receipt if faxed.
ARTICLE 36 – WORKING CONDITIONS GUIDELINES (AS APPLICABLE)
The last fifteen years have seen an increase in focus on the social,
environmental and economic impacts of private enterprise on the
workplace, the marketplace, the environment and the community. It is
commonly recognized that private enterprise is critical to social,
environmental and economic development, in particular in relation to
human rights, healthcare, nutrition, education, decline of poverty and
corruption, and solutions to climate change and energy supply. As a
company that has long practiced responsible and ethical business
behaviours and in light of current Supply Chain trends, the
Schlumberger Group determined requirements for the suppliers it
engages, with a view to establishing a relationship which promotes
responsible social, environmental and economic practices, in a
collaborative manner. Said requirements apply more specifically to a
financially sizeable, long-lasting relationship between Schlumberger
and the concerned supplier. If this Order should be construed as
reflecting such a well-established relationship, then the Working
Conditions Guidelines do apply. A copy of the Working Conditions
Guidelines is enclosed in Exhibit C attached hereto.
ARTICLE 37 – BUSINESS CONDUCT
37.1
For the purpose of this Article 37:
(a) “Government Official” means: (a) any director, officer or employee
of a Public Body or any person acting in an official capacity on its
behalf; (b) any officer, employee or candidate of any political party or
faction; (c) anyone otherwise holding a legislative, administrative or
judicial position at any Public Body; or (d) any director, officer or
employee of any public international organization (e.g. the UN or
World Bank). Government Official also includes immediate family
members of anyone described above.
(b) “Public Body” means any central or local government, or any
ministry, department, agency or instrumentality of, or entity owned or
controlled by, a government (e.g., a National Oil Company).
37.2
Supplier undertakes: (a) to conduct its business in
performing the Agreement in a way that is consistent with the
principles set out in the Schlumberger Code of Conduct (available at
http://www.slb.com/about/codeofconduct.aspx) and with the
obligations set out below; and (b) for the duration of this Agreement,
to maintain and enforce its own policies and procedures relating to
business ethics, to ensure compliance with the Relevant Requirements
(as defined below) and consistent with the Schlumberger Code of
Conduct.
37.3
Supplier warrants, represents and agrees that:
(a) in obtaining this Agreement it has complied, and in performing this
Agreement it shall comply, with all applicable laws, statutes,
regulations and orders relating to anti-bribery, anti-corruption,
competition and trade control (“Relevant Requirements”);
(b) it shall not provide gifts or entertainment to Schlumberger’s
employees: (i) above a nominal value of two hundred US Dollars ($200)
Issue January 2013
or the equivalent in local currency or in any manner that is deemed
excessive or extravagant; or (ii) in the case of an event (including
sporting or other entertainment events), where Supplier does not
attend;
(c) it shall ensure that any payment or advantage made or given to
anyone on behalf, or for the benefit, of Schlumberger is properly and
accurately recorded in Supplier’s books and records, including the
amount or value, purpose and receipt, which records shall be
maintained with supporting documentation and provided to
Schlumberger upon reasonable request;
(d) to the best of its knowledge, it has no Government Officials as
officers, employees or direct or indirect owners of Supplier as at the
date of this Agreement;
(e) it shall immediately notify Schlumberger in writing: (i) of any
request or demand for any undue financial or other advantage of any
kind received by Supplier in connection with the performance of this
Agreement; (ii) on becoming aware of or suspecting that a
Government Official is or becomes an officer or employee of Supplier
or acquires a direct or indirect interest in Supplier; and/or (iii) on
becoming aware of or suspecting that there has been any breach of
this Article 37.
(f) it shall be liable and responsible to Schlumberger for any act or
omission committed by any officer, employee or agent of Supplier in
breach of this Article 37.
37.4
Where there has been a breach of this Article 37,
Schlumberger may: (a) terminate this Agreement in writing with
immediate effect at no cost, liability or penalty to Schlumberger and
without prejudice to any other rights or remedies that it may have
accrued under or in connection with this Agreement or at law; and (b)
retain such amounts owed to Supplier as Schlumberger reasonably
believes necessary to compensate and/or set-off any loss or liability it
has or will suffer as a result of Supplier’s breach of this Article 37. If the
liabilities to be set-off are expressed in different currencies,
Schlumberger may convert either liability in its discretion at a market
rate of exchange. Upon termination pursuant to this Article 37.4,
Supplier shall not be entitled to claim compensation or any further
remuneration.
37.5
Where applicable, Supplier shall ensure that there is a
written contract between Supplier and any of its subcontractors
supplying services or goods in connection with this Agreement, which
imposes terms equivalent to those imposed on Supplier in this Article
37 (“Relevant Terms”). Supplier shall be responsible for the
observance and performance of the Relevant Terms, and shall be
directly liable to Schlumberger for any breach of any of the Relevant
Terms.
37.6
To the extent permitted by law, Supplier shall indemnify
Schlumberger against any actions, claims, proceedings, demands,
losses, liabilities, damages, costs (including legal fees), fines, penalties
and/or expenses suffered or incurred by Schlumberger as a result of
any breach of this Article 37 by Supplier or any breach of the Relevant
Terms.
ARTICLE 38 – GENERAL LEGAL PROVISIONS
38.1
Subject to Article 11.1, the Agreement (as defined in Article
2.2) embodies the entire agreement between the parties with respect
to the subject matter hereof, and prevails over any previous oral or
written understandings, commitments or agreements pertaining to the
subject matter hereof (except to the extent otherwise stated in Article
11.2).
38.2
Schlumberger Terms and Conditions for Purchase Orders
can be found at http://www.slb.com/resources/supply.aspx.
38.3
Any provision herein which in any way contravenes
applicable laws or regulations shall be deemed severable to the extent
of such contravention, and the legality, validity or enforceability of the
remaining provisions hereof shall not in any way be affected or
impaired thereby. The parties shall promptly negotiate to restore the
provisions hereof as near as possible to its original intent and
economic effect.
38.4
The provisions hereof which by their nature are intended to
survive the expiry or termination of the Agreement (including without
limitation warranty, indemnity/liability and confidentiality provisions)
shall remain in full force and effect after said expiry or termination.
Page 8 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
38.5
The headings contained herein are for convenience of
reference only, and do not constitute a part hereof.
38.6
The terms and conditions contained herein may not be
discharged in whole or in part by waiver, renunciation, or failure of
enforcement, unless specifically agreed to in writing by the party to
which said terms and conditions benefit.
Name:
_____________________________________________
Title:
_____________________________________________
Company:
_____________________________________________
End of the Schlumberger Terms and Conditions for Purchase of
Products and/or Services
_____________________________________________
Date:
Signature: _____________________________________________
Issue January 2013
Page 9 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
EXHIBIT A
Quality, Health, Safety & Environmental (QHSE) Policy
The long-term business success of Schlumberger depends on our ability to continually improve the quality of our products and services while protecting
people and the environment. Emphasis must be placed on ensuring human health, operational safety, environmental protection, quality enhancement
and community goodwill. This commitment is in the best interests of our customers, our employees, our stockholders and those in the communities in
which we work and live.
Schlumberger requires the active commitment to, and support of QHSE from all employees. In addition, line management has a leadership role in the
communication and implementation of, and ensuring compliance with, QHSE policies and standards. We are committed to:
•
•
•
•
•
•
•
•
Protect the health and safety of our people at all times and in all circumstances
Eliminate QHSE accidents and events
Provide a framework for the setting of QHSE goals and performance objectives, and the use of an effective management system
Monitor, evaluate and continually improve our QHSE performance through the definition of operational standards, training, assessments
and audits
Be fully prepared to respond to any QHSE emergency
Minimize our impact on the Environment through pollution prevention and control of emissions, the efficient use of natural resources and
the reduction and recycling of waste
Educate our employees, customers, contractors, and business partners on the safe and environmentally responsible use of our services and
products, and how their actions can influence QHSE performance
Communicate openly with interested parties about our QHSE policy, programs and performance
We are committed to the proactive integration of QHSE objectives into our management system at all levels, actively reinforced by reward programs
that recognize outstanding QHSE performance demonstrated by our employees and contractors.
The commitments in this Policy are in addition to our basic obligation to comply with Schlumberger standards, as well as all applicable laws and
regulations where we operate. This is critical to our business success because it reduces risk and adds value to our products and services.
Paal Kibsgaard
Chairman and Chief Executive Officer, Schlumberger Ltd
Issue January 2013
Page 10 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
EXHIBIT B
TRADE CONTROL AND CUSTOMS
1
Supplier acknowledges that various national laws may apply to govern the import and export of the goods and information that are the subject
matter of this Agreement. Once the goods are received, Schlumberger shall be responsible for the import and export of the goods and
information under these laws, unless otherwise agreed by the parties.
2
Notwithstanding the foregoing, Supplier shall, if requested by Schlumberger, assume the responsibility for importing and/or exporting its goods
and complying with all such laws. In the event Supplier is or becomes responsible for complying with all such laws, Supplier agrees to abide by
the overseas obligations under the laws for U.S. export control, including but not limited to Extraterritoriality, Re-exports, Foreign manufacturing,
and the Supply of goods and services to the United States, European Union, and Embargoed or Prohibited States. Supplier shall provide
Schlumberger with all requested licensing documents associated with its licensing activities.
3
To the extent the laws or regulations applying to import or export of the goods and information, which are the subject matter of the Agreement
are amended, repealed or superseded, Schlumberger, at its sole option, shall establish new terms to this Exhibit.
4
Schlumberger is obligated to ensure that its Suppliers meet the criteria for security mandated by the Customs-Trade Partnership Against
Terrorism (C-TPAT) program. In order to comply with these requirements, Schlumberger requires Suppliers to be a C-TPAT certified participant
where applicable, or satisfy comparable security program policies and procedures.
5
4.1.
If the Supplier is C-TPAT Certified, upon receipt and certification of the SVI # (Status Verification Indicator), Schlumberger requests a copy
of the official letter, a copy of the C-TPAT Certificate to the Supplier, and the Supplier SVI letter for file and audit record.
4.2.
If the Supplier is not C-TPAT certified or does not qualify under Customs terms to be C-TPAT certified, the Supplier must provide evidence
its approved under a similar supply chain security program that is endorsed and sponsored by its local country (For e.g., P.I.P. in Canada)
OR must provide a statement from a company senior executive officer of its intent and plan to provide its supply chain security policy and
procedure that describe its supply chain security systems that meet or exceed those expectations in U.S. C-TPAT. Upon written request,
Supplier shall provide Schlumberger with copies of its written tracking procedures to verify the Supplier’s compliance with comparable
supply chain security measures as required under C-TPAT.
4.3.
Grant to Schlumberger or its designated representative the right from time to time, upon prior written notice to Supplier and at
reasonable date and hours, to visit Supplier's facilities to perform an audit of Supplier’s compliance with its security obligations. Upon
completion of any review by Schlumberger, Supplier will be advised in writing if any corrective action is required to assure compliance
with the C-TPAT program. Based on the type of corrective action required, the parties will mutually establish a time period for
implementation of the corrective measures required. If Supplier does not comply within a reasonable time period with the requirements
for C-TPAT compliance, Schlumberger will be entitled to treat Supplier’s failure to comply as a material breach of this Agreement
U.S. ONLY: ISF REQUIREMENT FOR OCEAN IMPORTS TO USA ***FILING REQUIRED 24 hours prior to LOADING (AT ORIGIN) *** U.S. Customs
requires an Importer Security Filing (ISF) to be filed for all shipments travelling to the U.S. via an ocean carrier. Suppliers must provide all 10 ISF
data elements to the company’s designated customs broker/ISF Filer/agent at least seventy two (72) hours (Schlumberger’s requirement) prior to
cargo loading on the vessel at origin port of departure. FAILURE to do so may result in NO LOAD mandates and/or fines up to five thousand USD
($5,000) per occurrence. If the ISF information is not supplied in the time frame requested, all additional expenses incurred due to fines and/or
no load mandates (storage, demurrage, etc.) will be at the Supplier’s expense. An ISF Information Form to be provided by Schlumberger’s
designated customs broker/agent must be completed for each ocean import shipment. The ISF Information Form must be completed and
returned to the designated customs broker/agent seventy two (72) hours prior to the container being loaded on the vessel. If there is a question
or Supplier is unsure how to provide the data elements, please email inquiries to usimport@slb.com. If Supplier is the Importer of Record, then
Supplier is responsible to file ISF with the Supplier’s service provider. Any penalties assess by CBP, caused by inaccurate or incomplete or late ISF
information, will be billed back to the seller/Supplier.
Issue January 2013
Page 11 of 12
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
EXHIBIT C
WORKING CONDITIONS GUIDELINES
The last fifteen years have seen an increase in focus on the social, environmental and economic impacts of private enterprise on the workplace, the
marketplace, the environment and the community. It is commonly recognized that private enterprise is critical to social, environmental and economic
development, in particular in relation to human rights, healthcare, nutrition, education, decline of poverty and corruption, and solutions to climate
change and energy supply. As a company that has long practiced responsible and ethical business behaviours and in light of current Supply Chain
trends, Schlumberger determined requirements for the suppliers it engages, with a view to establishing a relationship which promotes responsible
social, environmental and economic practices, in a collaborative manner. Hence, Supplier is to comply with the following working conditions guidelines,
it being understood that Schlumberger agrees to partial non-compliance provided that (i) the same is clearly identified by Supplier, (ii) mutually agreed
upon measures are implemented by Supplier during the planned remedial period, and (iii) the progress of said measures may be monitored by
Schlumberger or its representative. Supplier’s compliance with this Exhibit C does not relieve Supplier from its obligation to comply with applicable laws
and QHSE requirements as described in Exhibit A hereof.
ARTICLE 1 – LABOR
1.1
Freely Chosen Employment. All work is to be voluntary and workers are to be free to leave upon reasonable notice. Use of forced, bonded,
indentured or involuntary prison labour is prohibited. Workers must not be required to hand over passports or work permits as a condition
of employment.
1.2
Child Labour. Use of child labour is strictly prohibited – child labor includes any person under the age of fifteen (15), or under the age for
completing compulsory education, or under the minimum age for employment in the country, whichever is greatest. Legitimate workplace
apprenticeship programs are supported. Workers under the age of eighteen (18) must not be required to perform hazardous work. The
educational needs of such workers are to be taken into account when determining working hours.
1.3
Discrimination. Supplier is to provide workplaces that are free of harassment and unlawful discrimination. Supplier must not engage in
discrimination based on race, colour, gender, age, sexual orientation, ethnicity, disability, religion, union membership or marital status in
hiring and employment practices such as promotions, rewards and access to training.
1.4
Harsh or Inhumane Treatment. Harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal punishment,
mental or physical coercion or verbal abuse of workers is strictly prohibited, as is any threat of such treatment.
1.5
Minimum Wages. Compensation paid to workers must comply with all applicable wage laws, including those relating to minimum wages,
overtime hours and legally mandated benefits. Any disciplinary wage deductions are to conform to local law. The basis on which workers are
being paid is to be clearly conveyed to them in a timely manner.
1.6
Working Hours. Workers strain is clearly linked to increased accidents, illness, lowered productivity and increased turnover. Workers must
therefore not be required to work more than the maximum set by local law, including overtime hours. Workers are to be allowed at least
one day of rest per week. In addition where workers are contracted to spend long periods of time away from their home country,
consideration is to be taken of their needs to remain in contact with their families and they are to be allowed to return home at least one
time per year.
1.7
Freedom of Association. Workers are to be allowed the right to freely associate in accordance with local laws. Workers are to be able to
communicate openly with their management regarding working conditions without fear of reprisal, intimidation or harassment.
ARTICLE 2 – HEALTH AND SAFETY
When providing a product or service outside of a Schlumberger worksite, Supplier is to comply with the following procedures (as applicable):
2.1
Machine Safeguarding. Physical guards, interlocks and barriers are to be provided and properly maintained for machinery used by workers.
2.2 Industrial Hygiene. Workers’ exposure to chemical, biological and physical agents is to be identified, evaluated, and controlled. When hazards
cannot be adequately controlled by engineering and administrative means, workers are to be provided with appropriate personal protective
equipment.
2.3 Safety. Workers’ exposure to workplace safety hazards (e.g., electrical and other energy sources, fire, vehicles, slips, trips and fall hazards) is to be
controlled through proper design, engineering and administrative controls, preventative maintenance and safe work procedures (including
lockout/tagout). Where hazards cannot be adequately controlled by these means, workers are to be provided with appropriate personal protective
equipment.
2.4 Emergency Preparedness and Response. Emergency situations and events are to be identified and assessed, and their impact minimized by
implementing emergency plans and response procedures, including emergency reporting, workers’ notification and evacuation procedures, workers’
training and drills, appropriate fire detection and suppression equipment, adequate exit facilities and recovery plans.
2.5 Occupational Injury and Illness. Procedures and systems are to be in place to manage, track and report occupational injury and illness, including
provisions to:
(a)
encourage workers’ reporting;
(b)
classify and record injury and illness cases;
(c)
provide necessary medical treatment;
(d)
investigate cases and implement corrective actions to eliminate their causes; and
(e)
facilitate return of workers to work.
2.6 Physically Demanding Work. Workers’ exposure to physically demanding tasks, including manual material handling and heavy lifting, prolonged
standing and highly repetitive or forceful assembly tasks is to be identified, evaluated and controlled.
2.7 Dormitories and Canteen (As Applicable). When dormitories and canteen are provided, workers are to be provided with clean toilet facilities,
access to potable water, sanitary food preparation and storage facilities. Workers’ dormitories are to be clean and safe and to provide emergency exits,
adequate temperature, light, ventilation and reasonable personal space.
Issue January 2013
Page 12 of 12