Terms & Conditions

Last Updated: Monday 20 September 2010

MPI Offshore Ltd - Terms & Conditions of Purchase

1.    SPECIFICATION

(a)    All the Goods shall be of the description, quality and quantity set out in the Purchase Order and in the absence of any other specification, all the Goods shall be new, free from defects and of good quality and shall comply with all relevant Standards and specifications and shall in all cases be to reasonable satisfaction of the Purchaser and be fit for the purpose as described in or inferred from this Purchase Order.  The description and quantity of the Goods may be varied only by a written instruction from the Purchaser.  Any samples approved by the Purchaser shall be held to be representative in all respects of the Goods offered.

(b)    Where any documentation provided by the Supplier defines any performance characteristic of the Goods, then the Goods shall additionally meet such definition.

(c)    The Supplier shall appropriately pack and protect the Goods such that proper protection shall be afforded to the Goods to the point of final installation of the Goods from the rigours of multiple handling, on site transportation and, where appropriate, deep sea shipment.  Any method of packing stipulated by the Purchaser in this Purchase Order is entirely without prejudice to the Supplier’s general obligations stated above and it is the responsibility of the Supplier to advise the Purchaser in the event that any stipulated method of packing is in respect inadequate.  

2    WORKING DRAWINGS

Where the Supplier is required to carry out any design work or prepare additional specifications or working drawings, the Supplier shall submit such documents to the Purchaser by the date or dates stated in this Purchase Order.  Where such documentation is to be provided to the Purchaser, the Supplier shall not commence manufacture and/or supply of the Goods until an instruction to proceed is received from the Purchaser.  Notwithstanding submission of documentation to the Purchaser and receipt of an instruction to proceed, the Supplier shall retain full responsibility to provide the Goods in accordance with the provisions of this Purchase Order and the Purchaser shall in no way be deemed to have assumed responsibility for accuracy of the documentation.

3    DRAWINGS AND MANUALS

(a)    The Supplier shall, without additional cost to the Purchaser, supply all further drawings, whether needed for information only, approval or final records; operating instructions; maintenance manuals; fabrication reports; test certificates or other such documents at the time required and in the numbers of copies as specified in this Purchase Order or any attachments thereto, to a standard and detail necessary to ensure proper installation, operation, maintenance and repair of the Goods.

(b)    The Supplier shall, upon request of the Purchaser, supply samples for testing at no cost to the Purchaser.

4    PRICE AND TERMS OF PAYMENT

(a)    The Purchaser shall pay for the Goods at the price set out in this Purchase Order or such price as shall be ascertained from the terms in this Purchase Order.

(b)    The price is inclusive of all delivery and packing costs unless otherwise stated in this Purchase Order.

(c)    Invoices shall only be payable at the price set out in this Purchase Order unless revised prices have been previously notified to and accepted in writing by the Purchaser by issue of an amendment to this Purchase Order.

(d)    Invoices should be sent as directed in this Purchase Order.

(e)    Payment will be made in accordance with the terms stated on the face of the Purchase Order, or if none stated, against invoices by the end of the calendar month following the month in which invoices are received.

(f)    The Purchaser may exercise a right of set-off against any sums due under this Purchase Order or any sums due or said to be due from the Supplier to the Purchaser under this or any other agreement.

5    DELIVERY AND TITLE

(a)    It is of the essence of this Purchaser Order that delivery is made either at the place and the time specified on this Purchase Order or if no place and/or time is specified then at such place and/or at such times as shall be notified by the Purchaser to the Supplier.

(b)    The ownership of the Goods and, subject to the Supplier having complied with these Terms and Conditions of Purchase, the risk of loss or damage thereto shall pass from the Supplier to the Purchaser on completion of delivery at the delivery address or, if the delivery is made by instalments, upon completion of delivery as foresaid of each instalment.

(c)    Where payment is made in advance of delivery, then the title to all Goods in respect of which such payment is made shall immediately vest in the Purchaser but risk of loss and damage shall remain with the Supplier until completion of delivery as aforesaid.  The Supplier shall ensure these Goods are clearly labelled as paid for by the Purchaser and are kept separate from other Goods and materials.

6    INSURANCE

The Supplier shall at all times insure the Goods to the full replacement value until delivery to and acceptance by the Purchaser.  The Purchaser may request sight of the relevant insurance policies.

7    DEFAULT

If the Supplier fails to comply with any of the terms of this Purchase Order then, without prejudice to any other rights and remedies the Purchaser may possess, the Purchaser may take any one or more of the following actions:-

(a)    Return the Goods the Supplier at the Supplier’s expense.

(b)    Require the Supplier at the Supplier’s expense to repair and/or replace the Goods so that they comply with the requirements of this Purchase Order.

(c)    Repair and/or replace the Goods at the Supplier’s expense.

(d)    By notice in writing to the Supplier and without incurring any obligation to make further payment to the Supplier cancel this Purchase Order or any part of it.

(e)    Recover from the Supplier such damages as the Purchaser may have incurred in consequence of the Supplier’s failure.

8    INSPECTION AND TESTING

(a)    The Supplier shall at no cost to the Purchaser carry out all such tests and operate such quality control procedures as may be necessary for ensuring that all Goods comply with Clause 1 of this Purchase Order.

(b)    The Purchaser may specify what inspections, tests and procedures should be carried out by the Supplier's at the Supplier’s cost in order to demonstrate compliance with Clause 1 of this Purchase Order.

(c)    The Purchaser and parties authorised by the Purchaser shall at all reasonable times have access to the premises of the Supplier and his sub-contractors and Suppliers in order to monitor progress, carry out inspections and witness tests.

(d)    The Supplier shall repair and replace, without cost or delay, anything found defective during inspection.

The exercise of the foregoing rights and obligations shall not relieve the Supplier from his obligations under the terms of this Purchase Order.

9    PROPERTY RIGHTS

The Supplier shall indemnify the Purchaser against all costs, losses and expenses howsoever incurred by the Purchaser through any infringement of any patent, copyright or trademark or like property right arising of the supply of the Goods.

10    SUB-LETTING

The Supplier shall not sub-let any part of this supply without first receiving written consent of the Purchaser.

11    INDEMNITY

The Supplier shall indemnify the Purchaser against any loss or damage including any claim made by any third party and any associate costs arising out of the performance or failure to perform this Purchase Order.

12    RIGHT OF CANCELLATION

Without prejudice to the provision of Clause 7 and 13 the Purchaser may elect to terminate the Purchase Order in whole or in part without any written notice to the Supplier.  In such event the Purchaser’s sole liability to the Supplier shall be to make payment to the Supplier of all costs incurred prior to such termination directly related to the Purchase Order under recognised accounting practices, together with a reasonable allowance for overheads and profit on work performed less any disposal or retention value provided that the Supplier has submitted satisfactory documentary evidence to the precise charges and costs incurred.

13    TERMINATION

The Purchaser may terminate the Contract in whole or in part by written notice to the Supplier if the Supplier shall become bankrupt or insolvent or have a receiving order made against it, or commence winding up proceedings (otherwise than an voluntary winding up for the purpose of reconstruction) or have a Receiver, Administrative Receiver or Administrator appointed over all or any part of its assets.  Upon termination under this or any other clause the Purchaser shall be at liberty to take possession of all plans, equipment, materials and any other documentation that is held by or on behalf on the Supplier and to use the same free of charge for the purpose of completing the Contract.

14    HEALTH AND SAFETY

This Purchase Order is conditional on the Supplier complying with the duties imposed on it by the Health and Safety at Work etc. Act 1974 (and in particular reference to Section 6) and any amendment thereto as it may apply to the Goods.  The Supplier shall meet the requirements of all relevant health and safety legislation both in respect to the Goods supplied and the manner of their delivery.

15    HAZARDOUS SUBSTANCES / DANGEROUS GOODS

(a)    If any of the Goods in this Purchase Order or constituent parts thereof are classified under the category of Dangerous Goods, the Supplier must ensure the Purchaser is advised as to the nature of such Dangerous Goods.  The Supplier’s specification and delivery advise must contain full detail of such Dangerous Goods and in the case of airfreight the Supplier must also quote the relevant I.A.T.A. number.  The Supplier shall be held responsible in the event of failure to comply with the above.

(b)    Where any substance being supplied under this Purchaser Order is hazardous to health as defined in the Health and Safety Regulation No 1657 dated 1988, Regulations 2(a) to (e) (inclusive) and any amendment thereto, the Supplier shall separately identify any such substance upon delivery to the Purchaser.  The Supplier shall, at the time of delivery to the Purchaser, provide guidance notes on the safe handing and usage of all such substances supplied under this Purchase Order and the subsequent disposal of any waste arising therefrom.

(c)    If the total quantity of such substances covered by this Purchase Order is to be delivered in several consignments, each consignment is to be accompanied by the information required by this clause.

16    TERMS

The terms of this Purchase Order shall be unconditionally accepted by the Supplier’s written acceptance or delivery of the Goods and terms at variance with these terms contained within any quotation, written acceptance or delivery note issued by the Supplier shall be null and void.

17    OTHER TERMS

In the event any one or more of the Terms or Conditions of this Purchase Order are invalid the remainder shall remain in full force.

18    COMPLIANCE WITH LAWS

In performing the obligations under this Purchase Order the Supplier shall comply with all Government laws, regulations, or codes, local or national, applicable to the country where the Goods are to be put into use or operation and, in respect of their transportation, of any country through which the Goods are to be transported.  The Supplier shall pay the costs of such compliance.

19    PROPER LAW

This Purchase Order, including its formation, Construction and validity, shall be governed and constructed in accordance with English Law and the parties agree to submit to the exclusive jurisdiction of the English courts provided that any judgement, award or order of the English Courts may be in any jurisdiction.

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