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Teekay Procurement General Terms and Conditions
 

Teekay Procurement General Terms and Conditions

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Teekay's General Terms and Conditions - Provides procurement terms, conditions and contacts. Also attached are the following forms: SP0127 (pg. 7-8), FM0019 (pg. 9) and FM0017 (pg. 10).

Teekay's General Terms and Conditions - Provides procurement terms, conditions and contacts. Also attached are the following forms: SP0127 (pg. 7-8), FM0019 (pg. 9) and FM0017 (pg. 10).

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    Teekay Procurement General Terms and Conditions Teekay Procurement General Terms and Conditions Document Transcript

    • General Terms and Conditions Feb 2014 1. DEFINITIONS 1.1. “Agreement” means (a) the contractual terms agreed upon in writing between the Company and Contractor, (b) the Purchase Order(s) issued by the Company to Contractor, and (c) these General Terms and Conditions. Should there be any inconsistency between the documents comprising the contractual terms, the Purchase Order and these General Terms and Conditions, then the contractual terms will prevail over both the Purchase Order and the General Terms and Conditions. Should there be any inconsistency between the terms of the Purchase Order and these General Terms and Conditions, then the terms of the Purchase Order will prevail over the General Terms and Conditions. 1.2. “Company” means Teekay Shipping Limited, its affiliates, and its or their respective officers, directors, employees, agents and representatives. Any inquiry to Contractor from any Company global office will be considered an inquiry from Company directly and shall fall within the terms of the Agreement. 1.3. “Contractor” means the company or other entity defined in the Agreement as “Contractor”, its affiliates, and its or their respective officers, directors, employees, agents, invitees and representatives, who have entered into an agreement with Company for the supply of the Goods or performance of the Services. 1.4. “Goods” means all goods covered by the Purchase Order including raw materials, processed materials or fabricated products. 1.5. “Party/Parties” means a party to this Agreement 1.6. “Price” means the total sum due to Contractor in accordance with the Purchase Order. 1.7. “Purchase Order” means the purchase order issued to Contractor by Company specifying that these General Terms and Conditions apply to it. 1.8. “Services” means all services covered by the Purchase Order. 1.9. “Subcontractor” means any person (excluding employees of Contractor), firm, corporation or other entity except Company who has entered into an agreement with Contractor for the supply of part or all of Goods and/or Services. 1.10. “Third Party” means any person or entity other than Company or Contractor. 1.11. “Vessel” means the vessel (if any) identified in the Purchase Order. 2. HEALTH SAFETY ENVIRONMENT AND QUALITY 2.1. Contractor shall comply with all laws, regulations, rules and guidelines involving health, safety and environment, including Company's health, safety and environment rules and guidelines for Environmentally Preferred Products and Services (SPO127) which on request will be provided to Contractor. 2.2. Contractor shall confirm its commitment to monitoring and whenever possible, improving the environmental impact at every stage of design, manufacturing, packaging and delivery of the Goods and/or Services. Contractor will work with Company and any Subcontractor to minimize the environmental impact of the energy and materials used. 2.3. Contractor shall make best efforts to establish a formal environmental management system in accordance with the quality assurance system standard ISO 14001, or an equivalent auditable system. 2.4. Contractor shall warrant that the Goods and/or Services are in accordance with the quality assurance system standard ISO 9000, or an equivalent auditable system. 2.5. Contractor shall confirm that Goods and/or Services are in strict compliance with Contractor’s and/or the original equipment manufacturer’s specifications, drawings and quality standards, subject to any express modifications specified in the Agreement. 2.6. Contractor shall confirm that the original equipment manufacturer’s certificate of conformity, where applicable, will be supplied to Company for all Goods. 2.7. Contractor shall warrant that Goods and/or Services are in compliance with all applicable requirements of the Vessel’s classification society and all applicable laws and regulations, including but not limited to:  If applicable, Contractor shall ensure that Goods comply with the International Convention for the Prevention of Pollution from Ships, 1973, as modified by the Protocol of 1978 (MARPOL 73/78), Annex VI: Prevention of Air Pollution from Ships. Contractor may refer to the International Maritime Organization website for further information.  If applicable, Contractor shall ensure that Goods comply with SOLAS Chapter II-1, Regulation 3-5 and MSC.1/Circ.1374, MSC.1/Circ.1379 relating to the prohibition of supplying Goods containing asbestos and where Goods are required to be certified with an asbestos–free declaration. If the Contractor fails to comply with this clause, then it shall be liable to Company and held responsible for all costs related to the removal, cleaning, decontamination and re-installation of the Goods including costs for sampling, analysis, validation and re- validation. 2.8. If Contractor is aware of any defect or other quality issue related to goods and/or services provided to a Third Party similar to the Goods and/or Services, Contractor shall immediately notify Company in writing. 3. PERFORMANCE 3.1. Contractor shall provide all Goods and/or Services in a prompt, diligent, skillful and workmanlike manner in accordance with the Agreement, any specifications and any other requirements as Company shall furnish to Contractor. Contractor shall provide all necessary supporting materials and tools including work clothes and safety devices. 3.2. Contractor shall ensure that its materials, equipment, facilities, and Goods and/or Services shall be fit for their intended purpose and be of good quality and workmanship throughout the term of the Agreement. Contractor shall also provide all management supervision, personnel and labour, materials and equipment (except as provided by Company as expressly required by the Agreement), consumables, open areas, facilities, storage areas and all other things necessary to provide the Goods and/or Services as required herein. 3.3. Any applicable certificates of compliance or design approval from a certifying agency, and all necessary drawings and approvals from the appropriate authorities, related to the Goods and/or Services shall be obtained by Contractor as part of the Price. 3.4. Upon termination of the Agreement, Contractor shall return all relevant materials and equipment furnished by Company and its other contractors in the same condition, normal wear and tear excepted.
    • General Terms and Conditions Feb 2014 3.5. Where requested by Company, Contractor shall furnish Company with a production or implementation plan and/or assist Company in the preparation of progress reports. 3.6. Contractor shall maintain a stock of any Goods subject to quick wear and tear. The supply level of stock shall be discussed and agreed between Company and Contractor. 3.7. Contractor shall notify Company in writing six months prior to Contractor discontinuing Services or related support for any Goods supplied under the Agreement. 4. DELIVERY DATE 4.1. The date of delivery of Goods and/or Services shall be that specified in the Purchase Order unless otherwise agreed in writing between Company and Contractor. 4.2. If Contractor anticipates that it will not be able to deliver the Goods and/or Services at the time for delivery, it shall promptly notify Company in writing, stating the reason, and, if possible, the time when delivery can be expected. 4.3. If the Goods and/or Services are not delivered at the time for delivery, Company is entitled to liquidated damages from the date on which delivery should have taken place. 4.4. The liquidated damages shall be payable at a rate of zero point three five (0.35) percent of the Price per each completed day of delay. 4.5. The liquidated damages shall not exceed ten (10) percent of the Price. 4.6. If the delay in delivery is such that Company is entitled to maximum liquidated damages under Clause 4.5 and if the Goods and/or Services are still not delivered, Company may by notice in writing to the Contractor terminate the Agreement in respect of such part of the Goods and/or Services as cannot in consequence of the Contractor’s failure to deliver be used as intended by the Parties. If Company terminates the Agreement it shall be entitled, in addition to the maximum liquidated damages, to compensation for the loss it has suffered as a result of the Contractor’s delay. 5. DELIVERY 5.1. All Goods must be delivered at the delivery point specified in the Purchase Order, or as subsequently agreed in writing between Company and Contractor. 5.2. Unless otherwise agreed in writing between Company and Contractor, terms of delivery shall be interpreted in accordance with the following INCOTERMS valid at the time of signing the Purchase Order: a) When delivering to a Company named destination in same country, Free Carrier (FCA) named place. b) When delivering cross border to a Company named destination, Delivered at Place (DAP) named place. c) When delivering onboard a Company Vessel, Free On Board (FOB) named port of shipment. d) When collected by Company, Free Carrier (FCA) named place. 5.3. All Contractor’s declarations with national customs administrations in the European Union shall include the appropriate Economic Operators Registration and Identification System (EORI) number. Failure to include the EORI number may result in delay of customs clearance, the issuance of penalties pursuant to national customs legislation, and other penalties. Contractor may refer to the European Commission Taxation and Customs Union website for further information. 5.4. If Goods are incorrectly delivered, Contractor will be held responsible for any additional expense incurred in delivering such Goods to their correct destination. 5.5. Delivery of the Goods is deemed to be completed only when the Goods are delivered in their entirety in accordance with the Agreement. 6. SHIPPING DOCUMENTS 6.1. All Goods must be accompanied by the delivery note and commercial invoice in duplicate which shall be attached to the package/s at a clearly visible place or handed to the consignee on delivery. 6.2. The delivery note and commercial invoice must contain the following data: a) Contractor Name b) Vessel Name c) Purchase order number d) Part number / part description/currency/value e) Number of items f) Total value free of tax g) Number of packages h) Gross and net weight of shipment 6.3. If Goods are delivered without the above shipping documents, Contractor will be held responsible for any additional expenses incurred by Company for the delay in delivering such Goods to their correct destination. 7. PACKAGING 7.1. All packaging shall be designed to ensure sufficient protection of the Goods against damage in transit. 7.2. If utilized, all wood packaging materials (such as crating, pallets, boxes and dunnage) must meet the International Standard for Phytosanitary Measures Regulation, ISPM 15: Guidelines for Regulating Wood Packaging Material in International Trade, and the US Department of Agriculture Regulation 7CFR319.70-3(b) covering wood packaging material for imports. Failure to ensure compliance may result in sanctions, fines or shipment to be returned to origin at Contractor’s cost. Contractor may refer to either the European Integrated Pollution Prevention and Control Bureau website or the US Department of Agriculture website for further information. 7.3. If Goods are incorrectly packed, Contractor will be held responsible for any additional expense incurred by Company in delivering such Goods to their correct destination. 8. PASSING OF PROPERTY AND RISK TO COMPANY 8.1. The property in the Goods shall pass to Company upon delivery in accordance with Clause 5. Risk in the Goods shall remain with Contractor until delivered in accordance with Clause 5.
    • General Terms and Conditions Feb 2014 9. TERMS OF INVOICING PAYMENT 9.1. Invoices in English shall be sent by Contractor to Company and addressed to the invoice office as stated on the Purchase Order, showing the price of Goods and/or Services and indicating, if appropriate, the discount applied. 9.2. Payment shall be made in the manner and at the time or times as agreed by the Parties. 9.3. Electronic invoices may be issued by Contractor as agreed in writing by Company and Contractor. 10. TAX 10.1. General Company certifies that: a) Goods are solely for use onboard a foreign going vessel, will not leave the Vessel once placed onboard and should be zero-rated; and b) Goods not exported directly to the Vessel will be delivered to a Company approved and certified export warehouse for consolidation and subsequent export to the Vessel and should be zero-rated. 10.2. EU Tax/VAT - Company certifies that the Vessel being supplied is a seagoing Vessel used for the purpose of commercial activities within the meaning of the EU VAT Directive 2006/112 article 148 and as such the Contractor confirms that the supply of Goods is exempt from VAT and will be zero rated. 11. INSURANCE 11.1. Until Company accepts delivery of Goods as outlined herein, Contractor shall insure Goods against all usual risks to full replacement value. 12. ACCEPTANCE 12.1. In the case of Goods and/or Services provided by Contractor not conforming with the Agreement, whether by reason of being of quantity of measurement not stipulated, being of unsatisfactory quality, or being unfit for the purpose for which they are required, Company shall have the right to reject such Goods and/or Services within a reasonable time of their delivery, irrespective of whether Company has previously accepted them upon delivery. 12.2. The making of payment shall not prejudice Company’s right of rejection. 13. PRICE 13.1. Company shall pay Contractor the Price as set out in the Agreement in consideration of and as full compensation for performance by Contractor of all its obligations under the Agreement. 13.2. The Price shall be fixed and unless otherwise specified shall include without exception all costs and expenses incurred by Contractor providing all Goods and/or Services and complying with the obligations set out in the Agreement. 14. PATENT RIGHTS 14.1. Contractor will indemnify Company against any claim for infringement of letters patent, registered design, trademark, copyright or other intellectual property rights by the use or sale of the Goods and/or Services, and against all costs and damages which Company may incur in any action for such infringement. This indemnity shall not apply to any infringement which is due to (a) Contractor having followed a design or instruction provided by Company, (b) the use of the Goods and/or Services in a manner or for a purpose not specified by or disclosed to Contractor, or (c) the use of the Goods and/or Services in association with any other article or material not supplied by Contractor. Further, this indemnity is conditional on Company giving Contractor the earliest practicable notice in writing of any claim being made or action threatened or brought against Company, and Company permitting Contractor at Contractor’s own expense to conduct any litigation that may ensue and all negotiations for a settlement of the claim. 15. FORCE MAJEURE 15.1. Neither Party shall be responsible for any loss, damage, delay, standby charge, or failure in performance under the Agreement resulting from conditions beyond a Party’s reasonable control including, but not limited to, acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, terrorism, insurrections, general strikes, or any other similar cause (an event of “Force Majeure”). The Party claiming to be affected by a Force Majeure event shall notify the other Party in writing without delay on the intervention and on the cessation of such circumstance. If the Force Majeure event prevents Company from fulfilling its obligations, it shall compensate the Contractor for expenses incurred in securing and protecting the Goods. 16. RIGHTS IN SPECIFICATIONS, PLANS, DRAWINGS AND PATTERNS 16.1. Any specifications, plans, drawings, patterns, designs or similar information supplied by one Party to the other in connection with the Agreement shall remain the property of the Party disclosing such specifications, plans, drawings, patterns, designs or similar information. 17. RESPONSIBILITY FOR INFORMATION 17.1. Contractor shall be responsible for any errors or omissions in any drawing, calculations, packing details or other particulars supplied by Contractor, whether such information has been approved by Company or not, provided that such errors or omissions are not due to inaccurate information furnished in writing by Company. 17.2. Contractor shall promptly inform Company of any discrepancies revealed or caused by Contractor’s provision of the Goods and/or Services. Such discrepancies shall include but not be limited to a lack of compliance with existing laws, regulations, codes, standards, Company specifications, procedures and policies. 17.3. Contractor shall notify Company promptly whenever incidents occur which might adversely affect Company. 17.4. Contractor shall at Company’s request provide a complete list of major items furnished under the Agreement, including but not limited to (when appropriate) model numbers, capacity and rating, serial numbers, design data and all other relevant technical information.
    • General Terms and Conditions Feb 2014 17.5. Company shall have the right to verify that all production and supply methods are in accordance with the quality accreditation requirements set out in the Purchase Order. 18. ASSIGNMENT 18.1. The Agreement shall not be assigned by Contractor nor sublet as a whole. Contractor shall not sublet any part of the work without Company’s written consent, which shall not be unreasonably withheld, but such restriction shall not apply to subcontracts for materials, for minor details, or for subcontracts to any Party named in the Agreement. 18.2. Contractor shall be responsible for all work done and Goods and/or Services supplied by all Subcontractors, including compliance with applicable quality assurance standards, applicable laws or regulations and any Vessel’s classification society requirements. 19. DETERIORATION 19.1. Except where stated otherwise in Company’s Purchase Order, Contractor shall protect any item or part that might deteriorate during transportation or storage. 20. FREE ISSUE MATERIALS 20.1. Where Company, for the purposes of the Agreement, issues materials free of charge to Contractor, such materials shall be and remain the property of Company. Contractor shall maintain all such materials in good order and condition subject to normal wear and tear, and will ensure that such materials are always clearly marked as the property of Company. Contractor shall use such materials only in connection with the Agreement. Any surplus materials shall be disposed of at Company’s discretion. Waste of such materials arising from bad workmanship or negligence of Contractor shall be made good at Contractor’s expense. Without prejudice to any other rights of Company, Contractor shall return such materials to Company on demand. 21. ONBOARD ACTIONS 21.1. If the Goods and/or Services require Contractor to be onboard a Vessel owned, managed, chartered to or otherwise under the control of Company, Contractor agrees to take certain actions onboard including, without limitation, the following: a) Sign the Company Safety Commitments Card on arrival onboard. b) Enter its details in the gangway logbook and comply with all Company security requirements. c) Outside the accommodation area, turn off any battery operated equipment which is not intrinsically safe, such as cell phones and cameras; familiarize itself with the Vessel, including but not limited to the alarm signals and the location of muster stations. d) Smoke only in allowed smoking areas. e) Wear proper personal protection equipment including safety shoes, hard hats, eye and ear protection, gloves and boiler suits as applicable. f) Ensure that one of the Master, Chief Officer or Chief Engineer is aware of and does not prohibit its actions, and obtain from one of them any necessary work permits for work in enclosed spaces, hot work, cold work and work aloft. 22. INDEPENDENT CONTRACTOR 22.1. Contractor shall be an independent contractor and shall have no authority to represent or bind Company in any way. Contractor and the employees of Contractor are not employees, subcontractors or agents of Company. Contractor’s use of Subcontractors shall not relieve Contractor from any liability or obligation under the Agreement. Contractor shall ensure that its obligations under the Agreement apply to and are adhered to by its Subcontractors with at least the same force as such obligations apply to Contractor. Contractor shall remain fully liable for any claims Company may have or acquire against Contractor’s Subcontractors pertaining to the Goods and/or Services and Contractor shall indemnify and hold harmless Company for any claims Contractor’s Subcontractors may have or acquire for which Company would not be liable to Contractor under the Agreement. 23. BUSINESS ETHICS 23.1. Contractor shall not pay, nor attempt to pay, any salaries, commissions, fees, remuneration, gifts of significant value, or rebates to any employees or designees of Company, or favour any such person with gifts or entertainment of significant cost or value or with Goods and/or Services sold at less than the full market value. Further, Contractor shall not accept any attempts to curry favour by means of salaries, commissions, fees, remuneration, gifts of significant value (or services or goods sold at less than market value), or rebates from any Third Party unless same are first disclosed in writing to Company. In addition to the above, and to the extent that the following contain more restrictive obligations on Contractor, the Contractor shall (a) comply with all applicable laws, statutes, regulations and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010, the U.S. Foreign Corrupt Practices Act, and the O.E.C.D. Convention on Combating Bribery of Foreign Public Officials in International Business Transactions (collectively the "Relevant Requirements"); (b) not engage in any activity, practice or conduct which would constitute an offence under sections 1, 2 or 6 of the UK Bribery Act 2010 if such activity, practice or conduct had been carried out in the UK; (c) have and shall maintain in place throughout the term of this Agreement its own policies and procedures to ensure compliance with the Relevant Requirements, and to enforce them where appropriate; (d) promptly report to Company any request or demand for any undue financial or other advantage of any kind received by the Contractor in connection with the performance of this Agreement. The Contractor shall ensure that any person associated with the Contractor who is performing services in connection with this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Contractor in this clause. Company may terminate the Agreement in respect of related Goods and/or Services and recover from Contractor the amount of any loss or damage resulting from Contractor's failure to comply with this clause or Contractor's actions in relation to the Agreement which are an offence under any of the Relevant Requirements.
    • General Terms and Conditions Feb 2014 24. LIABILITIES AND INDEMNITIES 24.1. Employees and Subcontractors of Contractor shall work for Contractor’s account and risk at all locations and Contractor shall indemnify and hold harmless Company and its affiliates for any claims for loss howsoever resulting from any injury to, or death of Contractor’s employees or employees of its Subcontractors, except to the extent directly caused by Company. Property belonging to Contractor and its Subcontractors is for Contractor’s account and risk at all locations and Contractor shall indemnify and hold harmless Company and its affiliates for any claims for loss howsoever resulting from any property damage or loss of Contractor or its Subcontractors or suppliers, except to the extent directly caused by Company. 24.2. Employees of Company shall work for Company’s account and risk at all locations and Company shall indemnify and hold harmless Contractor and its affiliates for any claims for loss howsoever resulting from any injury to, or death of Company’s employees, except to the extent directly caused by Contractor. Property belonging to Company is for Company’s account and risk at all locations and Company shall indemnify and hold harmless Contractor and its affiliates for any claims for loss howsoever resulting from any property damage or loss of Company, except to the extent directly caused by Contractor. 24.3. Contractor shall defend, indemnify and hold harmless Company against all claims related to any injury or death caused to or suffered by any Third Party and in respect of loss of, damage to or loss of use of any property of any Third Party as a result of the Agreement and to the extent caused by Contractor, and against all costs incurred in connection with such claims. 24.4. Transportation may be placed at the service of Company and/or Contractor or otherwise used for the supply of resources, material or equipment in connection with the work. In such event Contractor shall waive all rights of recourse against the owners or operators of said transportation. 24.5. Contractor shall indemnify and hold harmless Company and the owners or operators of said vessels regarding any loss of or damage to property provided by Contractor to said vessels and regardless of any negligence by said indemnified Parties and against all costs of any kind incurred in connection with such claims. 25. WARRANTY 25.1. Contractor shall as soon as reasonably practicable re-perform deficient Services, and repair or replace all Goods which are or become defective during the period of twelve (12) months from putting into service or twenty four (24) months from delivery, whichever shall be the shorter, where such defects occur under proper usage and are due to faulty design, Contractor’s erroneous instructions as to use, erroneous use of data, inadequate or faulty materials or workmanship, or any other breach of Contractor’s obligations, express or implied. 25.2. Repairs and replacements shall themselves be subject to the foregoing obligations for a period of twelve (12) months from the date of delivery, reinstallation or passing of test (if any), whichever is appropriate after repair or replacement. 25.3. Transport of Goods and/or parts thereof to and from the Contractor in connection with the remedying of defects for which the Contractor is liable shall be at the risk and expense of the Contractor. Company shall follow the Contractor’s instructions regarding such transport. 26. DAMAGES AND LIMITATION OF LIABILITY 26.1. Contractor shall further be liable in damages (if any) suffered by Company as a result of breach of Contractor’s obligations under the Agreement but such liability shall be limited to 100% of the Price of the Goods and/or Services. This limitation of Contractor’s liability shall not apply if Contractor has been guilty of willful misconduct or gross negligence and will also not apply in relation to a breach by the Contractor of: (a) its confidentiality obligations, (b) its obligations to comply with all laws and regulations in regard to the supply of the Goods and Services, and (c) its intellectual property representations, warranties and obligations set out herein. Gross negligence is defined as an act or omission implying either a failure to pay due regard to serious consequences, which a conscientious Contractor would normally foresee as likely to ensue, or a deliberate disregard of the consequences of such act or omission. 26.2. Clauses 25 and 26 state the entire liability in contract and in negligence of Contractor in respect of defects in the Goods and/or Services, other than as outlined herein, and Contractor shall not, save as expressly provided herein, be liable for any other claim in regard to defects in the Goods and/or Services. 27. LIENS AND SALVAGE 27.1. Contractor shall waive and not allow any claim, attachment, encumbrance, lien or charge to attach on the Goods and/or Services or any property of Company in connection with the Agreement. Contractor shall indemnify and hold harmless Company from and against all claims, attachments, encumbrances, liens or charges caused or committed by Contractor or its Subcontractors in connection with the Agreement and all costs, damages and expenses incidental thereto. 27.2. Contractor hereby renounces and relinquishes all rights it may have, and which it may acquire, to participate in salvage monies. 28. INSOLVENCY AND BANKRUPTCY 28.1. If Contractor becomes insolvent or bankrupt or makes an arrangement with its creditors or has an administrative receiver, administrator or similar officer appointed or commences to be wound up (other than for the purpose of amalgamation or reconstruction), Company may, without prejudice to any other of its rights, terminate the Agreement by notice to Contractor or any person in whom the Agreement may have become vested. 29. TERMINATION FOR CAUSE 29.1. Where Contractor is in Company’s opinion providing the Goods and/or Services so as to endanger the health of either party or the security of any of their respective equipment, and/or in any other way gives reasonable evidence of its inability to provide the Goods and/or Services or failure to observe the Agreement, Company may immediately terminate the Agreement in whole or in part.
    • General Terms and Conditions Feb 2014 29.2. On the occurrence of any of the above events, Contractor’s title to any of the provided materials, documentation and equipment used for or to be incorporated into the Goods and/or Services shall be deemed to have passed to Company. 29.3. In the event of such termination, Contractor shall be liable to Company for all related costs, losses, damages or other expenses, to the limitations outlined herein. For example, Company may itself undertake or employ a Third Party to undertake necessary remedial works to Goods at the risk and expense of the Contractor. 30. GENERAL CONDITIONS OF CONTRACTOR 30.1. No conditions submitted or referred to by Contractor when tendering or otherwise referred to by Contractor in quotations or correspondence shall form part of the Agreement unless otherwise agreed to in writing by Company. 31. CONFIDENTIALITY 31.1. Contractor shall, unless otherwise required by law, keep secret and confidential all information acquired or developed in the course of providing the Goods and/or Services. Contractor shall also ensure that its employees, agents and Subcontractors keep secret and confidential all such information acquired or developed in the course of providing the Goods and/or Services. 32. DISPUTE RESOLUTION AND GOVERNING LAW 32.1. The construction, validity and performance of the Agreement shall be governed by the laws of England, and any dispute arising out of or in connection with the Agreement shall be referred to arbitration in London in accordance with the Arbitration Act 1996 or any statutory modification or re-enactment thereof for the time being in force, save to the extent necessary to give effect to the provisions of this clause. 32.2. The arbitration shall be conducted in accordance with the London Maritime Arbitrators' Association (LMAA) Terms current at the time when the arbitration is commenced. 32.3. The reference shall be to three arbitrators, one to be appointed by each Party and the third by the two so appointed. A Party wishing to refer a dispute to arbitration shall appoint its arbitrator and send notice of such appointment to the other Party requiring the other Party to appoint its arbitrator within fourteen (14) days of that notice and stating that it will appoint its arbitrator as sole arbitrator unless the other Party appoints its own arbitrator and gives notice that it has done so within the fourteen (14) days specified. If the other Party does not give notice that it has done so within the fourteen (14) days specified, the Party referring the dispute to arbitration may, without the requirement of any further prior notice to the other Party, appoint its arbitrator as sole arbitrator and shall advise the other Party accordingly. The award of a sole arbitrator shall be as binding as if the arbitrator had been appointed by agreement. 33. ENTIRE AGREEMENT 33.1. The Agreement shall not be modified except by written consent of both Parties. Failure of either Party to insist upon strict performance by the other Party of any term or condition or right of the Agreement shall not be deemed or be construed as a waiver. Reference herein to time shall be local time. Reference to “days” shall unless specified otherwise be a reference to “calendar days”. Reference to any particular statute or act of government shall mean and include any regulation issued pursuant thereto and any statutory replacement, modification and re-enactment thereof. 33.2. These General Terms and Conditions shall supersede any other terms and conditions referred to, offered or relied on by Contractor whether in negotiations or at any stage in the dealings between the Parties with reference to the Goods and/or Services to which the Agreement relates. 33.3. Without prejudice to the generality of Clause 33.2, Company will not be bound by any other terms furnished by Contractor in any of its documents unless Contractor specifically proposes in writing separately from such terms that such terms shall apply and Company thereafter accepts such proposal in writing.
    • Environmentally Preferred Products and Services Standard Operating Practices Doc No: SP0127 Version: 6 UNCONTROLLED DOCUMENT Page 1 of 2 Purpose and Scope To integrate safety and environmental considerations into purchasing decisions. This applies to Teekay shipping staff who order products and services, or who are involved in the purchasing cycle. Definitions Environmentally preferred products are “products or services that have a less or reduced effect on human health and the environment when compared with competing products or services that serve the same purpose,” as per the US Environmental Protection Agency (EPA). Such products may include office and domestic supplies, cleaning agents, chemicals, paints, furniture and appliances. Responsibilities Teekay Safety and Quality  Provide technical expertise to help staff identify issues with products and services and select more environmentally friendly alternatives. All Teekay Staff  Use preferred products whenever possible.  Provide feedback on environmentally preferred products and their performance.  Suggest alternatives that could be considered as an environmentally preferred option. Criteria for Purchasing Environmentally Preferred Products Before selecting a product or service, consider whether a more environmentally friendly alternative is available as per the criteria and product characteristics identified below.  Ask suppliers if they have alternatives to hazardous products used on board.  When you successfully obtain less hazardous products, share the knowledge gained with Procurement and HSEQ. Note: Ensure the product will perform adequately for its intended use, and is reasonably priced and readily available. Do not purchase products solely because they are environmentally preferred. Criteria for Selecting Products Where feasible and available, select products with these characteristics:  Contains less or no hazardous materials (less toxic, flammable, corrosive, and so on)  Recyclable
    • Environmentally Preferred Products and Services Doc No: SP0127 Version: 6 UNCONTROLLED DOCUMENT Page 2 of 2  Made partially or wholly from recycled material (for example, paper should have at least 30% recycled content)  Produces minimal or easily biodegradable waste upon disposal  Available in bulk containers or reduced packaging materials and waste  Reusable shipping containers  Containers or packaging are biodegradable or can be easily processed  More modern or longer-lasting to minimize replacement frequency  More energy efficient when manufactured and used Purchase these specific products where feasible and available:  Aluminum beverage containers (not plastic)  Rechargeable batteries  Energy-efficient appliances and office equipment  Waste disposal services that have access to recycling facilities See Safe Use of Chemicals (SP0654). Prohibited Products  Any component or product containing asbestos is prohibited from supply. Reference SOLAS Chapter II-1, Regulation 3-5 and MSC.1/Circ.1374, MSC.1/Circ.1379 relating to the prohibition of supplying Goods containing asbestos and where Goods are required to be certified with an asbestos–free declaration. Non-Preferred Product Characteristics Avoid or minimize purchasing products with these characteristics, if possible:  PVC-based plastics  Product packaging in plastic containers (such as bottles and wrappers)  Ozone-depleting substances (such as halon and CFC refrigerants)  Toxic heavy metal residues  Flammable, explosive or toxic organic solvents  Corrosive chemicals and cleaners (such as chlorine or ammonia-based cleaners)  Manufactured pesticides  Styrofoam products and packaging materials