GENERAL CONDITIONS OF PURCHASE

Transcription

1 PETROLEUM COMPANY OF TRINIDAD AND TOBAGO LIMITED P-8100 GENERAL CONDITIONS OF PURCHASE 2007 September 12

2 GENERAL CONDITIONS OF PURCHASE TABLE OF CONTENTS NO. CLAUSE PAGE 1. DEFINITIONS 1 2. COMMENCEMENT AND COMPLETION OF THE ORDER 2 3. CONTROLLING TERMS 2 4. CONFLICTING REQUIREMENTS 2 5. COMPLIANCE WITH LAWS OF T&T AND RULES OF PETROTRIN 3 6. PAYMENT 3 7. CONFORMING MATERIALS 3 8. LIABILITY FOR PETROTRIN S PROPERTY LOST OR DAMAGED 4 9. INDEMNITY INSURANCE PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE SECRETS SUBSTANCE ABUSE POLICY PROTECTION OF THE ENVIRONMENT DEDUCTIONS BY PETROTRIN ASSIGNMENT PERSONNEL SUSPENSION AND TERMINATION WARRANTY/REMEDYING EFFECTS MODIFICATION/WAIVER PARTIES AUTHORISED REPRESENTATIVE SECURITY PASSES PROVISION OF VENDOR ITEMS RESTORATION OF DAMAGE CLEAN-UP OF SITE RIGHT OF ACCESS 11

3 26. INSPECTION, EXPEDITING AND DOCUMENTATION FORCE MAJEURE KNOWLEDGE OF SITE CONDITIONS DISPUTE RESOLUTION NOTICES CONFIDENTIALITY EXTENSION OF TIME HEADINGS DELIVERY TITLE AND RISK OF LOSS PACKING ETHICS TRANSPORTATION 16

4 GENERAL CONDITIONS OF PURCHASE PREAMBLE These General Conditions of Purchase ( GCP ) provide standard terms and conditions for the supply of Materials by Vendors. Acceptance is a mandatory requirement for legal entities prequalified for placement on Petrotrin s Register of Vendors. 1.0 DEFINITIONS In these GCP the words and expressions as defined shall have the following meanings assigned to them, except where the context requires otherwise: a) Agreement means such definitive contract agreement, including the Agreement- Purchase Order as Petrotrin may require the Vendor to formally enter into and execute; b) Bid means the same as Tender and is the Vendor s offer to Petrotrin for the supply of Materials; c) Defects Liability Period means the period if any as specified in the Invitation to Bid during which Petrotrin has the right to call upon the Vendor to correct any defects in the Material supplied including replacement of the Material; d) Drawings means all drawings, calculations and technical information of a like nature provided by Petrotrin to the Vendor forming part of the Invitation to Bid and all drawings, calculations, samples, patterns, models, operation and maintenance manuals and other technical information of a like nature submitted by the Vendor and approved by Petrotrin; e) Incoterms 2000 are internationally accepted commercial terms defining the respective roles of the buyer and seller in the arrangement of transportation and other responsibilities and clarifies when the ownership of the merchandise takes place. f) Invitation to Bid means Petrotrin s request for Bids, including the instructions to bidders, Scope of Work, the Specifications, the Drawings, the Particular Conditions and any other documents included in such invitation; g) Letter of Acceptance means the formal acceptance by Petrotrin of the Bid; h) Material means a tangible product, commodity or piece of equipment that is manufactured or grown and available through common supply sources. May be stock or custom fabricated. Software and software licences as well as incidental services are also included. i) Order means and is not limited to these GCP, the Invitation to Bid, the Vendor s Bid, the Letter of Acceptance, and other formal Agreements if any; 1

5 j) Particular Conditions has the same meaning as given in Clause 3; k) Party or Parties means the Vendor(s) and/or Petrotrin; l) Petrotrin means the Petroleum Company of Trinidad and Tobago Limited and any of its wholly-owned subsidiaries, successors and assigns and shall include its authorized representatives; m) Petrotrin s Representative means the person named by Petrotrin under Clause 20 and who acts on behalf of Petrotrin; n) Quotation means the same as Bid. o) Specifications means the specification of the Material to be supplied and any modification or variation thereof or addition thereto that is approved by Petrotrin; p) Vendor means the legal entity registered with Petrotrin and engaged to supply Materials and shall include such entity s employees, authorized representatives or subcontractor; 2.0 COMMENCEMENT AND COMPLETION OF ORDER 2.1 The Order shall come into effect on the date received by the Vendor. Whereas the Agreement shall come into effect on the date signed by the last Party of the Agreement. Upon signing the Agreement or upon receipt of the Order, the Vendor agrees to deliver the Materials by the required delivery date as stated on the Order/Agreement. 3.0 CONTROLLING TERMS 3.1 If necessary Petrotrin shall issue further requirements as Particular Conditions of the Order/Agreement. Where the terms of these GCP conflict with the Particular Conditions, the terms of the Particular Conditions shall take precedence and shall override those contained in these GCP. 4.0 CONFLICTING REQUIREMENTS 4.1 Should any requirement or provision of the Order/Agreement or its attachments conflict with any other requirement or provision, it is the Vendor s responsibility to give Petrotrin written notice of such conflict for its resolution. If Vendor proceeds without requesting resolution of such conflict, then Petrotrin s decision as to the governing requirement shall be final and all cost incurred in correcting Vendor s erroneous interpretation shall be for Vendor s account. 2

6 5.0 COMPLIANCE WITH LAWS OF TRINIDAD AND TOBAGO AND RULES OF PETROTRIN 5.1 The Vendor shall observe and comply with, all provisions of law in Trinidad and Tobago or otherwise in force which pertain to the supply of Materials, but not limited to, the common law, statutes, subsidiary legislation, orders and directives from statutory or other duly constituted authorities, as well as International Conventions to which Trinidad and Tobago is a signatory and any recognized standards, guidelines and codes which are applicable to the procurement and accepted by Petrotrin. 5.2 The Vendor shall observe and comply with all relevant Laws of the Republic of Trinidad and Tobago as well as all rules, regulations, by-laws and directives made by Petrotrin from time to time, including in particular all such rules, regulations, by-laws and directives relating to security, health, safety and the environment. 6.0 PAYMENT 6.1 Petrotrin shall, upon being satisfied that the Material was fully and satisfactorily delivered, pay the Vendor the sum named in the Order/Agreement or such other sum as may be agreed by the Parties. The Parties may agree to the payment of the sum named in the Order/Agreement in accordance with an approved payment schedule where applicable. 6.2 Vendor shall submit invoice(s) including all relevant documentation to the Accounts Payable department in accordance with the approved billing schedule or as otherwise approved by Petrotrin. 6.3 Payment shall be made against invoices, which must detail the related Order/Agreement number. 6.4 Petrotrin shall pay the Vendor the undisputed portion within thirty (30) days from the date of receipt of the said invoice. 6.5 No payment made by Petrotrin hereunder shall constitute a waiver by Petrotrin of any breach by the Vendor of any of its obligations hereunder or prejudice Petrotrin s rights in the future to question or dispute any portion of any invoice and any payment withheld by Petrotrin shall be without prejudice to any other rights and remedies of Petrotrin under the terms of the Order/Agreement or in law. 7.0 CONFORMING MATERIALS 7.1 The Materials shall conform strictly to the description, plans, specifications, and to the sample, if any, and no deviation or substitution will be permitted without the express written agreement of Petrotrin. 3

7 7.2 If the words or substitute are used in the Order/Agreement, proposed substitutes must be approved in writing in advance by Petrotrin. There shall be no substitutes of more than the quantity specified without prior written approval of Petrotrin. 7.3 If Materials received do not conform to those ordered, Petrotrin may reject such shipment in whole or in part by giving notice thereof to Vendor. Vendor shall thereafter remove such rejected Materials at Vendor s expense within ten (10) days after notice. All Materials not removed within stipulated period shall be considered abandoned. 8.0 LIABILITY FOR PETROTRIN S PROPERTY LOST OR DAMAGED 8.1 The Vendor shall be responsible for the safekeeping of: (a) (b) any equipment, tools or materials issued to it by Petrotrin for the purpose of fulfilling the Order/Agreement ; and/or any other of Petrotrin s property in respect of which the Vendor is required under the Order/Agreement to take away from Petrotrin s premises. 8.2 The replacement value of any of Petrotrin s equipment, tools or materials that is lost or damaged shall be for the Vendor's account. 9.0 INDEMNITY 9.1 The Vendor shall indemnify Petrotrin against all claims for damages or compensation as a result of: (a) (b) (c) bodily personal injuries or death to persons (including but not limited to the employees of the Vendor); loss or damage to the property of the Vendor and third parties; and infringement of any intellectual property rights arising out of or in connection with the Material to be supplied herein unless caused by the negligence or wilful misconduct of Petrotrin. 9.2 Notwithstanding the other provisions contained in this Clause 9 the Vendor shall keep all its equipment, materials, services, supplies and other items for or in connection with the Order/Agreement, Petrotrin s equipment, and other property of Petrotrin free and clear of all liens, charges and other encumbrances and in the event of a failure to so do shall indemnify Petrotrin against all claims for damages or compensation as a result of any and all such liens, charges and other encumbrances or claims by any sub-contractor, or persons alleging to be sub- 4

8 contractors or any third party in connection with or arising out of the Order/Agreement. 9.3 Notwithstanding the other provisions contained in this Clause 9, the Vendor shall indemnify, defend and hold Petrotrin harmless from and against all liabilities, proceedings, costs, charges or expenses arising out of or in connection with any breach by the Vendor or it s agents. 9.4 Notwithstanding the other provisions contained in this Clause 9 the Vendor shall hold Petrotrin safe and harmless from any and all claims or liability for taxes on income and profits and other taxes assessed or levied (including any fines, penalties or interest thereon). 9.5 Notwithstanding the other provisions in this Clause 9, the Vendor shall indemnify, defend and hold Petrotrin harmless from and against all liabilities, proceedings, costs, charges or expenses arising out of or in connection with all materials, equipment, services, supplies and other items to be furnished by the Vendor in connection with the Order/Agreement. 9.6 In no event shall either Party be liable for consequential or indirect damages INSURANCE 10.1 The Vendor shall obtain and maintain insurances with insurers registered by the supervisor of insurance. The risks and coverage shall include: (a) (b) (c) (d) comprehensive general liability to cover death of or bodily injury to third parties and damage to property (including pollution) of Petrotrin and of third parties; workmen's compensation for all of the Vendor's employees engaged in the work for Order/Agreement; motor vehicle to cover loss or damage to third parties; and such other insurances as may be required by Petrotrin. The coverage amounts shall be as advised by Petrotrin The Vendor shall produce within the stipulated time period to Petrotrin such policies of insurance and the relevant receipts for the payments of the current premium Failure to maintain insurance cover shall be regarded as a breach of the Order/Agreement, and the Order/Agreement will be subject to termination at Petrotrin s sole discretion without prejudice to any rights of action Petrotrin may have against the Vendor The specified amounts and types of insurance required herein shall not in any way constitute or be construed as a limitation on the Vendor's liability herein. 5

9 11.0 PATENTS, COPYRIGHTS, TRADEMARKS AND TRADE SECRETS 11.1 Vendor warrants, represents and covenants that the Materials and the sale and use thereof do not infringe directly or indirectly any valid patent, copyright, property right or trademark. Vendor agrees, at its cost and expense, to indemnify and hold Petrotrin free and harmless from and against any and all cost, expense, liabilities or damages, including attorney s fees, arising out of alleged or actual patent, copyright, property right, trademark or trade secret infringement resulting from the sale or use of the Materials SUBSTANCE ABUSE POLICY 12.1 Without prejudice to the generality of Clause 5 above, the Vendor shall ensure that its employees, servants and/or agents do not: (a) (b) (c) report to work on Petrotrin s premises while under the influence of any alcoholic beverages or substances referred to in sub-clause (c) below. engage in the use, sale, possession, distribution, or promotion of any alcoholic beverage while on Petrotrin s premises; or engage in the use of any substance or the sale, possession, distribution or promotion of any substance which is prohibited under the laws of the Republic of Trinidad and Tobago; or any otherwise legal but unlawfully used substance PROTECTION OF ENVIRONMENT 13.1 During the term of the Order/Agreement and the warranty period (where applicable), the Vendor shall use its best efforts to prevent pollution of Petrotrin s environment. Petrotrin shall investigate all reports/claims of pollution and if satisfied as to the legal validity of such claim, shall pay compensation or remedy any damage caused as Petrotrin considers appropriate, provided that where such damage resulted from negligence or default of the Vendor, its servants or agents, any compensation paid or expenditure incurred shall be for the Vendor s account to the extent of the Vendor s negligence or default DEDUCTIONS BY PETROTRIN 14.1 Petrotrin reserves the right to deduct from any amount payable to the Vendor (whether or not arising out of the Order/Agreement) all amounts payable by the Vendor to Petrotrin and also all amounts for which Petrotrin becomes liable to third parties by reason of the Vendor's acts (whether or not arising out of the performance of the Order/Agreement) and in the event that any claim is made by 6

10 a third party the amount or validity of which is disputed by the Vendor or any indebtedness shall exist which shall appear to be the basis for a claim or lien Petrotrin may withhold from any payment due without liability for interest because of such withholding an amount sufficient to cover such claim The failure of Petrotrin to exercise such right to deduct or to withhold shall not however affect the obligation of the Vendor to protect Petrotrin as otherwise provided herein ASSIGNMENT 15.1 The Vendor shall not assign the Order/Agreement or any part thereof or any right, interest, benefit or obligation therein or hereunder whether existing or future without the prior written consent of Petrotrin If consent is granted, such assignment shall not increase or alter Petrotrin s obligations nor diminish Vendor s obligation nor diminish Petrotrin s rights Petrotrin reserves the right to assign Orders, in whole or, in part, to any party or affiliate PERSONNEL 16.1 The Vendor shall ensure that each of its personnel is sufficiently competent to properly and safely fulfil the Order/Agreement The Vendor shall at all times maintain strict discipline and good order among its employees, and ensure that such employees do not engage in activities which Petrotrin is likely to deem contrary or detrimental to its interest Upon notification by Petrotrin, the Vendor shall forthwith replace any personnel belonging to its organization, whose presence on the premises is regarded by Petrotrin as undesirable or detrimental to Petrotrin s interest. Any person so removed shall not be re-employed in connection with the Order/Agreement SUSPENSION AND TERMINATION 17.1 Petrotrin shall be entitled to suspend or terminate the Order/Agreement forthwith by notice in writing to the Vendor for the following reasons: (a) if the Vendor is adjudicated or found bankrupt or insolvent or any order is made or resolution passed for the winding up, liquidation or dissolution of the Vendor, or the Vendor enters into any composition or arrangement for the benefit of its creditors, or a receiver or similar officer is appointed in respect of the whole or any part of the Vendor s assets, or any event occurs or proceeding is taken with respect to the Vendor in any jurisdiction to 7

11 which it is subject which has an effect equivalent or similar to any of the aforementioned events; (b) (c) (d) (e) (f) if the breakdown of any item of the Vendor s equipment or the Vendor s failure to supply, repair or replace equipment or personnel, results in the suspension of work on the Order/Agreement hereunder for a period of time to be stipulated in the Particular Conditions; If the Vendor is in breach of any Clause of the Order/Agreement; If Petrotrin has reasonable grounds for believing that any authorized official(s), senior employee(s) or agents of the Vendor have been involved in any theft, larceny, bribery, corrupt practices or other wrong doing pertaining to Petrotrin; If the Vendor abandons the Order/Agreement or otherwise demonstrates the intention not to continue the performance of his obligations under the Order/Agreement; and If the Vendor is guilty of gross misconduct or the Material is deemed to be substandard Notwithstanding any other Clause hereof to the contrary, Petrotrin may suspend or terminate the Order/Agreement at any time by giving not less than thirty (30) days' prior written notice to the Vendor Suspension or termination shall be without prejudice to any accrued rights or remedies of either Party and to continuing obligations and liabilities Petrotrin shall in cases of suspension notify the Vendor in writing of the cause for the suspension and may give other directions in respect to the Order/Agreement If the cause of the suspension is not attributed to the Vendor, the Vendor may apply for an extension of time of the Order/Agreement and may also make a claim to Petrotrin for costs as a result of the suspension In cases of Suspension or Termination Petrotrin shall have the right to immediate possession and removal of Petrotrin s Materials and all drawings, records, and material and equipment to be incorporated into the Materials from Vendor s premises Any payment for cancellation of the Order/Agreement, shall be mutually agreed to by Petrotrin and the Vendor In the event of Termination as a result of Vendor default, Vendor shall be liable to Petrotrin for all costs in excess of the Order/Agreement price incurred by Petrotrin in effecting completion of or fulfilment of the Order/Agreement 8

12 17.9 Petrotrin may in its sole discretion de-register or suspend Vendors for failure to fulfil the Order/Agreement WARRANTY/REMEDYING DEFECTS 18.1 Vendor warrants to Petrotrin that the Materials furnished under the Order/Agreement, whether manufactured or fabricated by Vendor or others, will: (a) Strictly conform to the specifications, drawings, samples, and other descriptions referred to herein or provided by Petrotrin to Vendor, (b) Be of merchantable quality and fit for the purposes intended, (c) Conform with all applicable laws, ordinances, codes and regulations, and (d) Be free from defects in materials and workmanship for a period of three years after being placed in service in Petrotrin s plant or structure. If required by Petrotrin, the Vendor shall supply satisfactory evidence of the kind and quality of the Materials. Vendor further warrants that the Materials will be of sufficient size and capacity, and quality, to properly perform the functions specified in the Order/Agreement Petrotrin may at any time prior to the expiry of the Order/Agreement, and before the end of the Defects Liability Period, if any, notify the Vendor of any defects and the Vendor shall promptly and at its cost repair, replace or otherwise make good (in consultation with Petrotrin) the defect as well as any damage to Petrotrin s property caused by the defect. The Vendor shall bear all incidental costs, including any costs of removal associated with the repair, replacement or making good of the defect or damage If the Vendor fails to remedy the defect or any damage to Petrotrin s property caused by the defect within a time stipulated by Petrotrin, Petrotrin may proceed to remedy, or engage another party to remedy, and the costs, including incidental costs, incurred by Petrotrin as a result will be a debt due and payable to Petrotrin on demand and may be deducted from any payments otherwise due from Petrotrin to the Vendor. Petrotrin may also have recourse to any security and retention provided under the Order/Agreement The rights of Petrotrin under this Clause are in addition to and do not limit any other rights which Petrotrin has under the Order/Agreement, statute or at law MODIFICATION/WAIVER 19.1 No change in, or addition to, or waiver of any of the provisions of the Order/Agreement shall be binding upon the Parties unless in writing and signed by an authorized representative of the Parties. No waiver by either Party of any breach by the other Party of any of the provisions of the Order/Agreement shall 9

13 be construed as a waiver of any subsequent breach, whether of the same or of a different provision of the Order/Agreement PARTIES AUTHORISED REPRESENTATIVE 20.1 For the duration of the Order/Agreement, the Vendor shall provide and name a competent representative duly and fully authorized to act on its behalf in all matters relating to the Order/Agreement Petrotrin shall appoint and name a competent representative duly and fully authorized to act on its behalf in all matters relating to the Order/Agreement Petrotrin s representative shall be responsible for issuing to and receiving from the Vendor all notices, information, instructions and decisions Either party may change its authorized representative at any time and shall notify the other party of any change SECURITY PASSES 21.1 The Vendor shall not be permitted to enter or remain on Petrotrin s premises unless they have obtained valid identification badges or passes from Petrotrin s security department The Vendor shall make the application to Petrotrin s security department via the authorized Petrotrin representative as referred to in Clause 20.0 for the issue of the identification badges or passes to all of its employees who require access to Petrotrin s premises and such badges or passes will authorize the holder to be on Petrotrin s premises during agreed working hours and shall be carried at all times while the holder is on Petrotrin s premises Petrotrin may in its discretion refuse to grant an identification badge or pass and may recall at any time the badge or pass of any person The identification badge or pass shall remain the property of Petrotrin and shall be returned by the Vendor to Petrotrin forthwith in any of the following instances. (a) (b) (c) at Petrotrin s request; if an employee of the Vendor to whom a badge or pass was issued ceases to be employed by the Vendor at Petrotrin s premises; or upon fulfillment of the Order/Agreement PROVISION OF VENDOR ITEMS 22.1 The Vendor shall provide all personal protective equipment and gear, tools, materials and equipment of every description (other than that which Petrotrin is 10

14 obligated or contracted to provide) for ensuring delivery of Materials in a safe and satisfactory manner The Vendor shall be responsible, where applicable for ensuring that all or any of its equipment has been inspected and passed by relevant regulatory authority and shall maintain the said equipment in a good and safe condition at all times All materials likely to deteriorate by exposure to the weather shall be kept under cover and the Vendor shall be held responsible for loss or deterioration occurring in the course of loading, transit or storage up until title to the Materials is passed to Petrotrin RESTORATION OF DAMAGE 23.1 The Vendor shall promptly and completely restore any damage incurred by the Vendor's operations to Petrotrin s property inclusive of its roads, drains or other installations and shall deliver up to Petrotrin such property in the same condition as received. All costs associated with such restoration shall be borne by the Vendor. The Vendor shall not interfere with the operation of any existing services without the prior written consent of Petrotrin and the restoration work shall be carried out with minimum disturbance and in such manner as to allow the maximum use of existing facilities CLEAN-UP OF SITE 24.1 In fulfilment of the Order/Agreement, the Vendor shall keep the work site clean and safe and shall upon final delivery or at the completion of the installation promptly clean up such site and leave it free from all surplus material and debris. If the Vendor fails to do so, Petrotrin may elect to carry out the necessary clean up and all relevant costs shall be borne by the Vendor RIGHT OF ACCESS 25.1 Petrotrin shall at all times have access to inspect the order wherever it is in preparation or progress and the Vendor shall provide proper facilities for such access by Petrotrin Petrotrin shall grant to the Vendor during the term of the Order/Agreement the right with or without any equipment necessary for the carrying out of the Order/Agreement to pass and re-pass over the route to be indicated to the Vendor by Petrotrin for the purpose of going to and from the delivery site. 11

15 26.0 INSPECTION, EXPEDITING AND DOCUMENTATION 26.1 Vendor is fully responsible for the design, fabrication, and construction of the Materials and for compliance with all applicable terms, conditions, specifications, drawings and codes Vendor shall have the obligation, and Petrotrin shall have the right, to inspect and expedite the Materials in process of manufacture, in storage, in transit and upon delivery to assure compliance with all applicable terms, conditions, specifications, drawings and codes Petrotrin will be supplied as needed data, drawings, specifications, test results, quality documentation, schedules and other documents and information in accordance with the Order/Agreement Petrotrin s inspection, waiving of inspection, review, approval, or acceptance of the Material or of any drawings or data supplied hereunder shall not relieve or discharge Vendor either expressly or by implication of its responsibilities and obligations under the Order/Agreement FORCE MAJEURE 27.1 "Force Majeure includes but is not limited to acts of God, riot, insurrection, fire, accident to plant machinery or facilities, strikes, lockouts, labour disputes of any kind, partial or general stoppages of labour, refusals to work (whether any of the foregoing relate to Petrotrin's own workmen or others), war, hostilities, or any local or national emergency (or the threat or apprehension of any of the foregoing events), compliance with any order or request of any national provincial port or other public authority or of any person purporting to act for such authority Neither Party shall be liable for any failure to fulfil any term of the Order/Agreement if fulfilment is delayed hindered or prevented by any circumstance whatever which is due to the occurrence of a Force Majeure event The Party claiming Force Majeure shall immediately notify the other Party in writing of such event and to the extent possible inform the other Party of the expected duration of the Force Majeure event and shall exercise due diligence to shorten and remedy the delay. A Party shall give notice to the other Party when it ceases to be affected by the Force Majeure The settlement of strikes or other labour difficulties shall be entirely within the discretion of the Party having the difficulty and the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes or other labour difficulties by acceding to any demands of any opposing party, where such a cause of action is deemed to be unreasonable by the Party claiming Force Majeure. 12

16 27.5 If filling the Order/Agreement is prevented for a period, which renders the operations of either Party uneconomical or not feasible and such prevention is as a result of Force Majeure then either Party may give to the other Party a notice of termination of the Order/Agreement KNOWLEDGE OF SITE CONDITIONS 28.1 The Vendor shall be deemed to have visited and carefully examined the delivery site and the surroundings; to have satisfied itself as to the nature and conditions of existing facilities, possible obstructions, roads and other means of transport and access for delivery of the Materials and of possible interruptions thereto; to have made local and independent enquiries of all matters which may affect the delivery and the cost of it. Any neglect or failure on the part of the Vendor in obtaining necessary and reliable information upon the foregoing or any other matters affecting the Order/Agreement shall not relieve the Vendor from any risks or liabilities or from the entire responsibility for the delivery of Materials in strict accordance with the Order/Agreement Specifications DISPUTE RESOLUTION 29.1 The Parties shall use their best efforts to settle amicably any dispute, controversy or claim arising out of or related to the Order/Agreement, or the breach, termination or invalidity of the said Order/Agreement Any dispute, controversy or claim arising out of or related to the Order/Agreement, or the breach, termination or invalidity of the said Order/Agreement that cannot be settled amicably between the Parties may be referred to mediation The mediator shall be appointed and approved by both Parties. The costs of mediation shall be borne by both Parties equally or as determined by the said mediator. The mediator shall determine the structure of the mediation process. If mediation breaks down, the dispute shall then be referred to arbitration The Parties shall be referred to a single arbitrator if the Parties can agree upon one If the Parties cannot agree to a single arbitrator then each Party shall appoint an arbitrator with the required knowledge of the Order/Agreement, and a third arbitrator shall be appointed by the two so appointed, and the dispute, controversy or claim shall be referred to the said three (3) arbitrators Any such arbitration shall be conducted in the Republic of Trinidad and Tobago in accordance with the provisions of the Arbitration Act, Chapter 5:01, of the Laws of the Republic of Trinidad and Tobago or any modifications or reenactment thereof. 13

17 29.7 The costs of arbitration shall be borne by the Parties in proportions to be fixed by the arbitrator or arbitrators, as the case may be NOTICES 30.1 All notices required to be given by any Party shall be in writing in English and delivered in person or by courier service including registered post or by any electronic means of transmitting written communications which provide confirmation of receipt and addressed to such Party at the last known address CONFIDENTIALITY 31.1 All data and information supplied to or acquired by the Vendor in the Order/Agreement, but excluding any such data or information which the Vendor can demonstrate is generally available to the public otherwise than through unauthorized disclosure by the Vendor shall be held strictly confidential and shall not be reproduced or used for any purpose unrelated to the Order/Agreement or disclosed in any way to any third party without the previous written consent of Petrotrin The Vendor shall use its best endeavours to minimize the risk of disclosure of confidential data and information by ensuring that only those employees and subcontractors whose duties will require them to possess any such data or information shall have access thereto and that all such employees and sub-contractors are made aware of and observe the obligations as to confidentiality contained in this Clause Title to and copyright in all specifications, drawings, maps, charts, reports, calculations and other documents or data supplied by Petrotrin to the Vendor for or in connection with this Order/Agreement shall remain vested in Petrotrin All techniques, processes and other trade secrets of the Vendor (except to the extent they are or subsequently become public knowledge) shall remain the property of the Vendor and shall be held confidential by Petrotrin The obligations contained in this Clause shall survive the expiration or prior termination of the Order/Agreement for a period of five (5) years thereafter EXTENSION OF TIME 32.1 Either party shall be entitled to an extension of time for filling the Order/Agreement if and to the extent delivery is delayed for any of the following reasons including but not limited to; (a) A variation which has been proven to extend beyond the delivery date and that has been approved by Petrotrin; 14

18 (b) If there exists a period of Force Majeure; and (c) Suspension of the Order/Agreement in accordance with Clause 17. The party requesting the extension shall serve written notice on the other party within a time to be stipulated HEADINGS 33.1 All headings have been inserted for convenience of reference only and are not to be considered a part of the Order/Agreement and shall in no way affect the interpretation of any of the provisions of the Order/Agreement DELIVERY 34.1 The delivery date shown on the Order/Agreement is of critical importance to the avoidance of substantial loss to Petrotrin. In the event of delay or anticipated delay, from any cause, including Force Majeure, Vendor shall immediately notify Petrotrin in writing of the delay or anticipated delay, and will undertake to shorten or makeup the delay by all reasonable means. If Vendor fails to meet the shipping date or progress requirements established in the Order/Agreement without Petrotrin s written approval, Petrotrin may cancel all or part of the Order/Agreement without charge to Vendor All deliveries shall be accompanied by a delivery document, which must state the Order/Agreement number and should only include items on the same Order/Agreement. As far as possible line numbers and descriptions on the delivery document should correspond with line numbers and descriptions on the Order/Agreement TITLE AND RISK OF LOSS 35.1 Risk of loss passes to Petrotrin pursuant to the Order/Agreement Once title has passed, Vendor shall take affirmative steps to segregate the Materials and clearly label them as property of Petrotrin Vendor warrants full and clear title to the Materials, free and clear of any and all liens, restrictions, security interest and encumbrances. In the event that Petrotrin rejects the Materials as nonconforming goods, then title shall revert to Vendor. Irrespective of vesting of title, Vendor shall bear risk of loss and shall insure or self-insure for the benefit of Vendor and Petrotrin the Materials in its care, custody and control until the same are delivered in good condition in accordance with the provisions of the Order/Agreement. 15

19 36.0 PACKING 36.1 Goods must be adequately packaged and protected in such a manner as to reach the final destination in good condition and where applicable facilitate handling without damage. All such packaging material, boxes, crates or other containers to be non-chargeable, unless previously agreed to in writing. If chargeable, returnable containers are to be used, full credit will be allowed on return. Small, loose items are to be packed together with other items under the same order and placed in individual clear plastic bags and identified by Order/Agreement number. A packing slip must be included with each shipment Any loss or damage, whenever occurring, which results from Vendor s improper packaging or crating shall be borne by Vendor. All items shall be properly identified with Petrotrin s Order/Agreement number or other identification number shown ETHICS 37.1 The Vendor shall ensure that their bids are made without collusion or fraud and that they have not offered or received any kickbacks or inducements from any other bidder, supplier, manufacturer or sub-contractor in connection with their bid, and that they have not conferred on any Petrotrin employee having official responsibility for this procurement, any payment, loan, donation, subscription, advance, deposit of money, services or anything of more than nominal value 1, present or promised, unless consideration of substantially equal or greater value was exchanged TRANSPORTATION 38.1 Unless otherwise stipulated on the Order/Agreement or as modified by routing letter from Petrotrin, Orders/Agreements with foreign/international Vendors shall be governed by Incoterms Prices quoted by local Vendors shall be a delivered price and no additional or separate charge shall be made for transportation costs unless agreed to by Petrotrin. 1 Nominal value means TT$ or such other amount as indicated in the Petrotrin s Gift Policy that may be amended from time to time, whichever is greater. 16