BP NORGE AS GENERAL TERMS AND CONDITIONS FOR ONSHORE SERVICES

Transcription

1 BP NORGE AS GENERAL TERMS AND CONDITIONS FOR ONSHORE SERVICES 1. DEFINITIONS Where the following words and expressions appear in upper case, they shall have the meaning hereby assigned to them:- 1.1 AFFILIATES means: (a) an entity which directly or indirectly holds more than fifty percent (50%) of the share capital or voting rights, or which in any other way directly or indirectly, controls one of the parties (parent company); (b) an entity in which one of the parties, directly or indirectly, holds more than fifty percent (50%) of the share capital or voting rights, or in any other way, directly or indirectly, controls such entity (subsidiary company); and (c) an entity whose share capital or voting rights, directly or indirectly and by more than fifty percent (50%), is owned or otherwise controlled, directly or indirectly, by one or more concerns or groups which themselves, either directly or indirectly, own more than fifty percent (50%) of the share capital or voting rights, or otherwise control one of the parties (associated company). 1.2 COMPANY means BP Norge AS and includes COMPANY's employees, agency personnel, successors and assigns. 1.3 COMPANY GROUP means COMPANY, PARTNERS, its and their AFFILIATES and the directors, officers and employees (including agency personnel) of each of the foregoing, but shall not include any member of the CONTRACTOR GROUP. 1.4 COMPANY REPRESENTATIVE means the person nominated on this Order. 1.5 CONTRACTOR means the person(s) or company to whom this Order is addressed and includes the CONTRACTOR's employees, agency personnel, successors and permitted assigns. 1.6 CONTRACTOR GROUP means CONTRACTOR, subcontractor(s) (of any tier) and vendors, its and their AFFILIATES, and the directors, officers and employees (including agency personnel) of each of the foregoing, but shall not include any member of the COMPANY GROUP.

2 1.7 PARTNERS means any company (excluding COMPANY), or their permitted assigns: (a) having an ownership interest in a COMPANY operated field where the SERVICE is being performed or is in support; and/or (b) with whom COMPANY has entered into a joint venture/unit agreement for the purpose of searching for and winning hydrocarbons in the form of oil or gas on the Norwegian continental shelf; or the successor in interest of any such company. 1.8 PERSONNEL means the persons to be provided by the CONTRACTOR and/or sub-contractor(s) for the purposes of performing the SERVICE. 1.9 SERVICE means the services to be provided in accordance with this Order SITE means the location(s) at which the SERVICE is to be carried out. 2. LIABILITY AND INDEMNITY 2.1 The CONTRACTOR hereby indemnifies and shall keep indemnified COMPANY GROUP and hold COMPANY GROUP harmless from and against any and all liabilities for:- (a) (b) (c) (d) loss of or damage to the property of the CONTRACTOR GROUP, death, illness or injury to PERSONNEL, losses, damages, costs, expenses, claims, demands or causes of action arising out of, or in any way connected with sub-clauses 2.1(a) and/or 2.1(b) above, howsoever caused, and irrespective of any breach of contract, negligence, breach of duty (statutory or otherwise) or other default whatsoever of COMPANY GROUP and whether sole, concurrent or contributory, death, illness or injury to any third party or for loss of or damage to any third party's property and against all losses, damages, costs, expenses, claims, demands or causes of action resulting therefrom, arising out of any act or omission on the part of the CONTRACTOR GROUP. 2.2 COMPANY hereby indemnifies and shall keep indemnified the CONTRACTOR GROUP and hold the CONTRACTOR GROUP harmless from and against any and all liabilities for:- (a) (b) loss of or damage to the property of COMPANY GROUP, death, illness or injury to any employee or agent of COMPANY GROUP,

3 (c) losses, damages, costs, expenses, claims, demands or causes of action arising out of, or in any way connected with sub-clauses 2.2(a) and/or 2.2(b) above, howsoever caused, and irrespective of any breach of contract, negligence, breach of duty (statutory or otherwise) or other default whatsoever of CONTRACTOR GROUP and whether sole, concurrent or contributory. 2.3 Each party hereto shall bear all consequential or indirect losses (whether or not foreseeable at the date hereof) it suffers, including by way of example, but not limited to, loss of profits or business interruption, and shall hold the other party harmless from any liability therefor. 2.4 The CONTRACTOR shall take out and maintain with a first class insurance company, insurance adequate to cover it's liabilities as specified in this Order, and to fulfil any requirements of government or other appropriate bodies. 2.5 The CONTRACTOR shall obtain from it's insurers a waiver of all rights of subrogation against COMPANY GROUP endorsed upon all such policies of insurance. 2.6 The CONTRACTOR shall, if so requested, provide evidence of all insurances required herein, and shall provide certificates with respect to the policies carried, together with any other relevant information COMPANY may reasonably require. 3. CONTRACTOR'S GENERAL OBLIGATIONS 3.1 The CONTRACTOR warrants that it possesses the skill, organisation, PERSONNEL and all other resources necessary for the provision of the SERVICE. All PERSONNEL employed on the SERVICE shall be properly qualified, skilled and experienced in their respective callings. 3.2 The CONTRACTOR shall, unless otherwise stated in this Order, provide and pay for the cost of transportation of PERSONNEL, equipment and materials relevant to the execution of the SERVICE. 4. THE COMPANY REPRESENTATIVE The COMPANY REPRESENTATIVE shall have the overall authority over the CONTRACTOR for the proper and timely completion of the SERVICE and shall have the necessary authority to issue instructions as may be necessary for the proper execution of the SERVICE, and to stop or suspend any item of the SERVICE which, in his or her opinion, is not performed to a satisfactory standard and to require the CONTRACTOR to make good that item of the SERVICE as necessary, at no additional cost to COMPANY.

4 5. TERMINATION 5.1 COMPANY may, at its absolute discretion, terminate this Order with or without cause at any time. 5.2 Any termination shall become effective in the manner specified in the Notice of Termination and shall be without prejudice to any claim which COMPANY may have against the CONTRACTOR. On receipt of such Notice, the CONTRACTOR shall, unless the Notice of Termination directs otherwise, immediately discontinue the SERVICE and the placing of orders in connection therewith, and shall, if so requested, make every reasonable effort to effect cancellation of commitments upon terms satisfactory to COMPANY and shall thereafter do only such work as may be necessary to preserve and protect the work already in progress and to protect the CONTRACTOR'S or COMPANY's equipment and materials. 5.3 In the event this Order is terminated by COMPANY without cause, the CONTRACTOR shall have the following rights, obligations and duties:- (a) (b) (c) COMPANY shall assume, and become liable for, all reasonable obligations, commitments and claims that the CONTRACTOR may have, in good faith undertaken or incurred in connection with the SERVICE, and COMPANY shall thereupon be entitled to all rights, set-offs and benefits held by the CONTRACTOR under, or in connection with, such obligations, commitments and claims. the CONTRACTOR, as a condition of receiving payments provided herein, shall execute all documents and take all steps required by COMPANY to vest such rights, set-offs and benefits in COMPANY. COMPANY shall reimburse the CONTRACTOR, insofar as such charges shall not have already been covered by payments to the CONTRACTOR, for:- (i) (ii) such SERVICE performed in accordance with this Order up to the date of termination; and any direct, reasonable, justified and substantiated additional costs necessarily incurred by the CONTRACTOR in giving effect to COMPANY's instructions in regard to termination. 5.4 In the event this Order is terminated by COMPANY with cause, COMPANY shall only be liable to reimburse the CONTRACTOR for the SERVICE satisfactorily performed up to and including the date of termination.

5 6. CONTRACTOR'S DEFAULT 6.1 Without prejudice to any other the rights available to COMPANY, if the CONTRACTOR shall:- (a) (b) (c) (d) (e) (f) fail to proceed with the SERVICE with due diligence and expedition; and/or persistently or flagrantly neglect to carry out its obligations under this Order; and/or fail to comply with any reasonable instructions given to it in writing by the COMPANY REPRESENTATIVE in connection with the SERVICE; and/or assign or sub-contract part of the SERVICE without the approval of the COMPANY REPRESENTATIVE; and/or abandon the SERVICE; and/or contravene the provisions of this Order, (g) act in breach of Clause 9 regarding Health, Safety, Security and Environmental Requirements, including relevant appendices, if applicable, then COMPANY may give notice in writing to the CONTRACTOR to make good the failure, neglect or contravention complained of. Should the CONTRACTOR fail to comply with the notice within seven (7) days from the date of receipt thereof in the case of a failure, neglect or contravention capable of being made good in that time, or otherwise within such time as may be reasonably necessary for making it good, then COMPANY shall be at liberty to take the SERVICE wholly, or in part, out of the CONTRACTOR's hands and either with its own personnel or by entering into contract with other(s), complete the SERVICE or any part thereof. In such an event, the CONTRACTOR shall hand over to COMPANY, without delay, all documents prepared in connection with the SERVICE and assign to COMPANY any purchase order(s) and sub-contract(s) which have been placed in connection with the SERVICE and COMPANY shall have the use of all equipment and other things belonging to the CONTRACTOR that may be on the SITE in connection with the SERVICE. 6.2 In the event that COMPANY takes the SERVICE wholly or partially out of the CONTRACTOR's hands as aforesaid, COMPANY shall not be liable to pay the CONTRACTOR until the costs of completion of the SERVICE, or part thereof, and all expenses incurred by COMPANY have been ascertained. CONTRACTOR shall then be entitled to receive only such sum, if any, as COMPANY may certify would have been payable to it upon due completion by if after deducting the costs and expenses incurred by COMPANY. If the cost of completing the SERVICE by others, including expenses incurred by COMPANY, shall exceed the cost which would have been payable to the CONTRACTOR had the CONTRACTOR completed the same then the excess cost shall be a debt due from the CONTRACTOR to COMPANY and shall be recoverable by COMPANY by deduction from any sums due, or which become due to the CONTRACTOR hereunder, or by action at law or otherwise.

6 7. GUARANTEE During a period of 24 months after the date of delivery of the SERVICE the CONTRACTOR shall, with all possible speed and without costs to the COMPANY, replace or repair the SERVICE or any part thereof found to be defective due to faulty material, workmanship or design (other than design specified in detail by the COMPANY) or to any act or omission of the CONTRACTOR. In particular the CONTRACTOR shall reimburse any transportation and other charges incurred by the COMPANY in effecting such replacement or repair at the point of use. 8. QUALITY ASSURANCE REQUIREMENTS 8.1 The CONTRACTOR shall have established, implemented and maintain a Quality Assurance System in conformance with the requirements of the NS-EN ISO 9001:2000 series as specifically relevant to the SERVICE or in accordance with instructions given by the COMPANY REPRESENTATIVE. 8.2 The CONTRACTOR shall allow COMPANY QA auditors full access to the work in progress, personnel, records and documentation for the purpose of conducting quality audits. 8.3 The CONTRACTOR shall observe and comply with the provisions of the Regulations concerning Internal Control (FOR ). 8.4 "Ad hoc" quality inspections may be undertaken by COMPANY on the CONTRACTOR's quality systems, as and when deemed necessary by COMPANY, and may be carried out without any prior notice to the CONTRACTOR. 9. HEALTH, SAFETY, SECURITY AND ENVIRONMENTAL REQUIREMENTS 9.1 The CONTRACTOR shall observe and comply with all current COMPANY and statutory HSSE requirements relevant to the SERVICE and shall have a loss control programme that ensures PERSONNEL observe and comply with all such requirements. In the event of conflict between any of these requirements, the more stringent provisions shall apply. 9.2 Upon request from COMPANY, the CONTRACTOR shall provide COMPANY with a statement on its HSSE policy prior to the commencement of the SERVICE, and any revision or amendment thereto issued during the term of this Order, together with details on arrangements for monitoring compliance. 9.3 COMPANY reserves the right to have access to the CONTRACTOR's premises for the purpose of enabling COMPANY to establish that the HSSE provisions as detailed in this Order are being adhered to by the CONTRACTOR. 9.4 Prime importance shall be given to HSSE by the CONTRACTOR in connection with the SERVICE and COMPANY require that CONTRACTOR subscribe to and actively pursue the highest standards of HSSE performance. The CONTRACTOR shall throughout the progress of the SERVICE have full regard for the safety of all persons upon the SITE and shall keep the SITE (so far as the same is under its control) and the SERVICE (so far as the same is not completed or taken over by COMPANY) in an orderly state appropriate to the avoidance of danger to personnel on SITE.

7 9.5 The CONTRACTOR shall advise the COMPANY REPRESENTATIVE of any days lost by PERSONNEL following any lost-time accident at SITE. 9.6 The CONTRACTOR shall undertake a follow-up system to ensure all the remedial actions (from COMPANY and from the CONTRACTOR's own reviews and investigations) are closed-out. 10. CONFIDENTIALITY 10.1 Notwithstanding anything to the contrary, each party to the Order (and each employee, representative, or other agent of such party for so long as they remain an employee, representative or agent) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction contemplated by the Order (the "Transaction") and all materials of any kind (including opinions or other analyses) that are provided to such party relating to such tax treatment or tax structure. Nothing in the Order, or any other agreement between the parties hereto express or implied, shall be construed as limiting in any way the ability of either party to consult with any tax adviser (including a tax adviser independent from all other entities involved in the Transaction) regarding the tax treatment or tax structure of the Transaction Any information supplied or communicated by COMPANY GROUP to CONTRACTOR or otherwise acquired by CONTRACTOR in connection with the Order, including technical information and developed information, shall be treated by CONTRACTOR as confidential and shall not, without prior approval, be published or disclosed, or made use of, reproduced or copied by CONTRACTOR except to the extent necessary for the purpose of implementing the Order. CONTRACTOR shall ensure that the provisions of this Clause 10 are incorporated in any subcontract and that its AFFILIATES, officers, employees and agents of CONTRACTOR and subcontractors comply with the same No films, photographs or other images of any of COMPANY'S and/or PARTNER S equipment, installations, or property shall be made or taken without prior approval CONTRACTOR'S obligation not to divulge information shall not apply to information which:- (a) is at the time of disclosure in the public domain or after disclosure becomes part of the public domain otherwise than in consequence of a breach by CONTRACTOR of its obligations under this Clause 10; (b) was in CONTRACTOR'S possession, as evidenced by CONTRACTOR'S written records, prior to award of the Order provided that any information supplied by COMPANY GROUP prior to award of the Order shall be treated for the purpose of this Clause 10 as if such information had been supplied in connection with the Order and during the term hereof; (c) was received from third parties having the right to disclose such information without further stipulation as to confidentiality; (d) CONTRACTOR is obliged to submit to authorities or any relevant stock exchange provided that CONTRACTOR shall not disclose such information more widely than is required for the purpose of such submission and further provided that CONTRACTOR promptly informs COMPANY of the information to be disclosed and to whom and uses reasonable endeavours to ensure that the information is kept confidential by the recipient; or

8 (e) is independently developed by CONTRACTOR without the use or benefit of any information supplied or communicated by COMPANY. Provided that for the purposes of (a) and (b) above, information shall not be deemed to be in the public domain or in the possession of CONTRACTOR on the ground only that:- (a) the general principle is in the public domain or known to CONTRACTOR if the particular practice is not itself public knowledge; or (b) it constitutes a combination, conclusion or finding (not itself in the public domain or in the possession of CONTRACTOR) of or drawn from information which is in the public domain or in the possession of CONTRACTOR. 11. INVOICES AND PAYMENT Invoices shall be submitted promptly on completion of the SERVICE in duplicate to:- BP Norge AS c/o Accenture AS P.O. Box 234, 4066 Stavanger Norway Attention: Group Leader Supplier Accounting and shall bear this Order reference number. Subject to COMPANY's approval, payment will be effected in the currency specified in this Order within thirty (30) days following receipt by COMPANY of correct invoice(s). Payment is deemed to have been made when this Order of payment is received by the bank. To the extent that payments to be made under this Order attract Value Added Tax, the proper amount of such tax shall be shown as a separate item on the invoice. It is to be noted that although the total amount payable under this Order shall as appropriate include Value Added Tax, the rates and prices stated in this Order are exclusive of Value Added Tax. 12. INDEPENDENT CONTRACTOR In the performance of this Order, the CONTRACTOR is an independent contractor. All persons introduced by the CONTRACTOR during the performance of this Order shall be regarded as the PERSONNEL of the CONTRACTOR alone and all debts, liabilities and obligations of any kind imposed upon or incurred by the CONTRACTOR in the performance of this Order shall be the debts, liabilities and obligations of the CONTRACTOR. 13. INFRINGEMENT OF PATENTS The CONTRACTOR shall fully indemnify the COMPANY against all claims, liabilities, damages, losses costs and expenses concerning infringement or alleged infringement of any patent, registered design, trade mark, copyright or similar protection which arise from anything done by or for the CONTRACTOR in relation to the SERVICE supplied under the Order or any use or resale by the COMPANY of such SERVICE.

9 14. RIGHTS TO DOCUMENTS AND COMPUTER PROGRAMS 14.1 Commercial and technical information, including drawings, documents and computer programs regardless of method of storage, and copies thereof, provided by COMPANY to CONTRACTOR shall be the property of COMPANY, and all copyright and other intellectual property rights in all such information shall be the property of COMPANY Commercial and technical information, including drawings, documents and computer programs regardless of method of storage, and copies thereof (including the results thereof) developed by CONTRACTOR or subcontractor(s) and/or personnel in connection with the SERVICE or otherwise arising in connection with the SERVICE or acquired from any third party in connection with the SERVICE, shall be the property of COMPANY, and all rights, including but not limited to, copyright and other intellectual property rights in all such information shall be the property of COMPANY and COMPANY shall have full access thereto and use thereof. CONTRACTOR shall execute all necessary documents, produce all necessary evidence and do all other things to procure such ownership to COMPANY. If CONTRACTOR according to this Clause (Rights to Documents and Computer Programs) shall have copyright or other intellectual property rights to documents and computer programs, COMPANY shall be entitled to use, without restrictions and free of any charge, such documents, computer programs and copies for any purpose Documents, computer programs or copies referred to in sub-clauses 14.1 and 14.2 first paragraph, shall not be used by CONTRACTOR other than for the purpose of the SERVICE. Such documents, computer programs or copies shall be handed over to COMPANY at the expiry of the Order, unless otherwise prescribed in the Order or agreed between COMPANY and CONTRACTOR The parties shall ensure that all those who have access to such documents, computer programs and copies thereof shall comply with the provisions of these terms and conditions. 15. INVENTIONS 15.1 Inventions made by CONTRACTOR during the performance of the SERVICE shall be the property of COMPANY. This does not apply, however, to inventions mainly based on technical information provided by CONTRACTOR which shall be the property of CONTRACTOR. CONTRACTOR shall notify COMPANY of such inventions which shall be COMPANY S property, and CONTRACTOR shall provide the necessary assistance to enable COMPANY to acquire the patents to the inventions. COMPANY shall pay CONTRACTOR for all reasonable costs in connection with such assistance, including compensation to CONTRACTOR S employees or others, in accordance with applicable law or general agreements concerning compensation for inventions CONTRACTOR shall grant to COMPANY an irrevocable, royalty-free, non-exclusive license to all inventions which are under, or which prior to the completion of the SERVICE come under, CONTRACTOR S control, to the extent necessary for the engineering, procurement, construction, installation, integration, operation, maintenance, modification and repair of the SERVICE.

10 16. ASSIGNMENT AND SUB-CONTRACTING 16.1 The CONTRACTOR shall not assign the SERVICE or any part(s) thereof or any benefit or interest therein without the prior approval of the COMPANY REPRESENTATIVE The CONTRACTOR shall not sub-contract the whole of the SERVICE. Except where otherwise provided by this Order, the CONTRACTOR shall not sub-contract any part of the SERVICE without the prior approval of the COMPANY REPRESENTATIVE and such consent, if given, shall not relieve the CONTRACTOR from any liability or obligation under this Order. 17. FORCE MAJEURE 17.1 A Force Majeure occurrence shall mean an occurrence beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the said party is unable to prevent or provide against In the event of a single incident or occurrence of Force Majeure as defined herein lasting more than seven (7) days, COMPANY reserves the right to terminate this Order with immediate effect without this giving rise to any claim for compensation from the CONTRACTOR, other than for the SERVICE carried out up to the time of such termination. 18. TAX INFORMATION AND INDEMNITY 18.1 The CONTRACTOR shall be responsible for the payment of all taxes, duties and charges (and any penalties thereon) assessed or levied by any appropriate government authority in respect of profits earned or income received or receivable by reason of this Order and further undertakes that payment shall be made of all taxes, charges and duties (and any penalties thereof) assessed or levied upon any persons provided by the CONTRACTOR or sub-contractor(s) in connection with the SERVICE The CONTRACTOR hereby indemnifies and undertakes to keep COMPANY indemnified from and against all claims, liabilities, demands, actions, costs and expenses whatsoever arising out of or in connection with any assessment or levy made in respect of all or any of the aforesaid taxes, charges, duties and penalties The obligations contained in this Clause shall continue notwithstanding the completion or termination of this Order. 19. ANTI CORRUPTION UNDERTAKINGS 19.1 CONTRACTOR agrees and undertakes that in connection with the Order and the transactions contemplated by the Order, it shall comply with all applicable laws, rules, regulations, decrees and/or official governmental orders of Norway, the United Kingdom, the United States of America and any country in which the SERVICE are delivered performed relating to anti-corruption and anti-money laundering.

11 19.2 As a matter of corporate policy, COMPANY expressly prohibits payment of bribes and also payment of any so-called "facilitation" or "grease" payments in connection with COMPANY'S business operations by any contractor or agent engaged to provide goods or services to COMPANY. CONTRACTOR agrees, undertakes and confirms that it, and each of its AFFILIATES, and its subcontractors, and its and their respective owners, directors, officers, employees, agents and representatives, has not made, offered, promised to make or authorized the making of, and shall not make, offer, or promise to make, or authorize the making of, any payment or other transfer of anything of value, including without limitation the provision of any funds, services, gifts or entertainment, directly or indirectly to (a) (b) (c) (d) (e) any government official; any director, officer or employee of COMPANY GROUP; any political party, official of a political party, or candidate for public office; any agent or intermediary for payment to any of the foregoing; or any other person, for the purpose of obtaining or influencing the award of the Order or for any improper advantage or improper purpose in connection with the performance of the Order and the transactions contemplated hereunder or in connection with any other business transactions involving the COMPANY, if and to the extent that to do so is or would be in violation of or inconsistent with the principles or requirements of any anti-bribery or antimoney laundering laws applicable to COMPANY or to CONTRACTOR, or to their respective parent companies, including, without limitation, the US Foreign Corrupt Practices Act, the UK Anti-Terrorism, Crime and Security Act 2001 and successor legislation, legislation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or the United Nations Convention Against Corruption, and/or the anti-corruption or anti-money laundering laws of any country in which the SERVICE are delivered. Notwithstanding the foregoing undertakings, CONTRACTOR agrees to notify COMPANY promptly upon discovery of any instance where CONTRACTOR has failed to comply with any provisions of this Clause.

12 20. LAW AND ARBITRATION 20.1 This Order shall be construed and take effect in accordance with Norwegian law Disputes arising in connection with or as a result of the Order, and which are not resolved by mutual agreement, shall be referred to arbitration and final decision in accordance with the provisions of the Norwegian Arbitration Act (Act no. 25/2004) or newer corresponding regulations replacing these. Arbitration proceedings shall take place in Stavanger, Norway, unless otherwise agreed by the parties. The language of arbitration shall be English. The parties agree that any arbitration proceedings and awards in disputes under the Order shall not be available to the public. The parties furthermore agree that they shall keep all arbitration proceedings and awards under the Order confidential and that they for any such arbitration proceeding(s) shall enter into agreement to this effect. The power of appointment referred to in Section 13 of Act no. 25/2004 shall be exercised by the District Court of Stavanger. The award by the arbitration panel (including any awards as to costs) shall be final and binding upon the parties.