Académique Documents
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The undersigned:
Name
B. Agus Triharjono
Position/title
Director
Acting for and on behalf of PT. Dwi Agung Sentosa Pratama, a company or business entity,
established or construed under the laws of _________________________, having its registered office
at
__________________________________________________________________________________.
WHEREAS:
1. Supplier declares that it has the capacity and qualification to provide work or services, pursuant to
request, for one or more following entities:
a. PT. SCHLUMBERGER GEOPHYSICS NUSANTARA, a company established and construed
under the laws of Republic of Indonesia, having its registered office at Cilandak Commercial
Estate #402, JI. Raya Cilandak KKO, Jakarta 12560, Indonesia.
b. PT. DOWELL ANADRILL SCHLUMBERGER, a company established and construed under the
laws of Republic of Indonesia, having its registered office at Cilandak Commercial Estate # 410,
JI.Raya Cilandak KKO, Jakarta 12560, Indonesia; and
c.
PT. WESTERNGECO INDONESIA, a company established and construed under the laws of
Republic of Indonesia, having its registered office at Sentra Mulia 17th floor, suite 1705. JI. HR.
Rasuna Said Kav.X6/8, Jakarta 12940, Indonesia.
Page 1 of 35
Initial:
2. Supplier shall at all times, while providing any of goods or services to Schlumberger, abide by and
comply with this Schlumberger Supplier Agreement.
3. This Schlumberger Supplier Agreement is Suppliers agreement and consent of the Policies and
Forms of Agreement.
4. This Schlumberger Supplier Agreement shall be governed and construed in accordance with the
laws of the Republic of Indonesia and shall continue in full force and effect from the Commencement
Date until termination by Schlumberger.
5. Any provision herein which in any way contravenes applicable laws or regulations shall be deemed
severable to the extent of such contravention, and the legality, validity or enforceability of the
remaining provisions hereof shall not in any way be affected or impaired thereby. The Parties shall
promptly negotiate to restore this Schlumberger Supplier Agreement as near as possible to its
original intent and economic effect.
6. In the event that Supplier fails to perform its obligations in accordance to the Policies and Forms of
Agreement, Supplier agrees to be penalized pursuant to terms of the Policies and Forms of
Agreement and Schlumberger shall have the right to terminate any agreement with Supplier and
exclude Supplier from the list of Schlumbergers Approved Suppliers List. Articles 1266 and 1267 of
the Indonesian Civil Code, which require, respectively, the Courts interference to terminate
agreements and the right of recourse for indemnification of loss resulting from agreement
termination, are hereby specifically waived by the Parties with respect to any termination effected
herein or in accordance with other provisions of this Schlumberger Supplier Agreement.
7. All disputes, differences and questions of any nature which at any time may arise between the
Parties as a result of or in connection with this Schlumberger Supplier Agreement (Dispute) shall
be amicably resolved by the Parties.
a. Any such disagreement or dispute which cannot be settled amicably by and between the Parties
within thirty (30) days, shall be submitted to a Board of Arbitration constituted under the rules of
the Indonesian National Board of Arbitration (Badan Arbitrase Nasional Indonesia BANI).
The venue shall be in Jakarta and using Indonesia language.
b. The Board of Arbitration shall consist of three (3) arbitrators chosen as follow:
c.
i.
Each Party shall appoint one (1) arbitrator within seven (7) days after a request for
arbitration has been issued by the requesting Party, or after the Parties hereto have
mutually agreed to submit their disagreement or dispute to the Board of Arbitration, and the
two arbitrators so appointed shall jointly appoint the third arbitrator who shall chair the
Board of Arbitration.
ii.
Should however the two (2) arbitrators fail to appoint the third Arbitrator within seven (7)
days as of the days the two (2) arbitrators have been appointed, the Chairman of BANI
shall then be entitled to appoint the third arbitrator upon the request of either Party.
iii.
Should either of the Parties fail to appoint its arbitrator within seven (7) days as of the days
it received a written request thereto from the other Party as provided in Article 7.a hereof,
the arbitrator already appointed shall then sit alone and constitute the Board of Arbitration
iv.
Each Party shall bear the expenses and arbitrators fees of its own arbitrator plus half of the
expenses and fees of the third arbitrator or half of the expenses and fees of the sole
arbitrator.
Award of the Board of Arbitration shall be adopted by a majority vote and shall be binding
in final instance upon the Parties hereto.
Page 2 of 35
Initial:
ii.
In deciding the disagreement or dispute, the Board of Arbitration shall be bound by strict
rules of law, and may not purport to decide the same (ex aequo et bono).
iii.
The Parties further agree that the award of the Board of Arbitration shall be final and
binding and that therefore there shall be no appeal to any court of law from the award of
the Board of Arbitration and the Parties shall not challenge or resist the enforcement action
taken by the Party in whose favor the award of the Board of Arbitration was given.
d. Neither Party shall be entitled to commence or maintain any action in a court of law upon any
matter in disagreement or dispute until such matter shall have been submitted and decided as
herein before provided and then only for the enforcement of the Board of Arbitration's decision.
e. Pending the submission to the Board of Arbitration and thereafter until the Board of Arbitration
gives its decision, the Parties hereto shall, except in the event of termination of this Agreement,
continue to perform all their respective obligations under this Agreement without prejudice to a
final adjustment in accordance with said decision.
f.
The Parties hereto Priorityly agree that the appointment of the Board of Arbitration
terminate after six (6) months from the date of its appointment. The mandate of the
Arbitration duly constituted in accordance with the terms of this Schlumberger
Agreement shall remain in effect until a final arbitral award has been issued by the
Arbitration.
shall not
Board of
Supplier
Board of
8. This Schlumberger Supplier Agreement may be made in several languages. In case of any conflict
of interpretation, the Indonesia language version shall prevail.
IN WITNESS WHEREOF, Supplier has caused this Schlumberger Supplier Agreement to be executed
as of signed date (Commencement Date).
For and on behalf of.
_____________________________________
Name
: ___________________________
Title
: ___________________________
Signed date : ___________________________
Acknowledged by
PT. Schlumberger Geophysics Nusantara,
PT. Dowell Anadrill Schlumberger,
PT. Westerngeco Indonesia.
Name :
Title
:
Page 3 of 35
Initial:
Schedule 1
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
1.1
Subject to the terms and conditions hereof, Schlumberger
may, from time to time, purchase from Supplier the product(s) set
forth in the purchase order submitted by Schlumberger (hereinafter
the Product(s)) and/or service(s) set forth in the purchase order
submitted by Schlumberger (hereinafter the Services(s)) at the price
indicated therein, and Supplier may provide the same to Schlumberger.
1.2
Supplier shall make available to Schlumberger all the
individuals required for the performance of the Services. If requested
by Schlumberger, Supplier shall supply to Schlumberger sufficient
details of the character and competence of Suppliers employees and
contractors in order that Schlumberger may give prior approval of
Suppliers workers which the Supplier proposes to provide.
1.3
Supplier is responsible for the provision of all necessary
tools and/or equipment which Schlumberger regards as necessary for
the performance of the Services.
1.4
Supplier warrants that Suppliers workers supplied shall be
competent for the performance of the duties for which they are
supplied. Where Schlumberger is dissatisfied with the performance of
the Services by any of the Suppliers workers, Schlumberger may notify
Supplier of its dissatisfaction and terminate this Agreement in
accordance with Article 16.
1.5
Supplier shall immediately report in writing to Schlumberger
any claim or demand for injury, death, property damage or loss, or any
accident involving any person or property in connection with the
performance of Services supplied under this Agreement.
1.6
Schlumberger accepts no responsibility for any loss or
damage to personal belongings of Suppliers workers.
1.7
Supplier is not entitled to secure payments from
Schlumberger for holidays (including statutory) or absence of Suppliers
workers. Schlumberger shall provide no pension rights in relation to
Suppliers workers.
1.8
Supplier shall carry out its obligations in strict conformity
with all applicable laws and regulations. While performing Suppliers
obligations hereunder, Supplier and Suppliers workers shall comply
with any Schlumberger policies and workplace rules provided to
Supplier, copies of which are appended in Exhibit A, B, and C.
ARTICLE 2 - ACCEPTANCE OF TERMS AND CONDITIONS FOR PURCHASE ORDERS SWPS ORDERS
2.1
To purchase Products and/or Services, Schlumberger shall
submit a purchase order (Order(s)). The Order shall set out the type,
quantity, price and required date of delivery of the Product(s) and/or
Services(s), and other relevant information. Supplier shall
expressly/formally notify its acceptance or refusal of the Order within
four (4) working days from Order submission (unless a shorter period is
stated on the Order). Orders may be submitted through Schlumberger
Web Procurement System (SWPS), a system developed and
implemented by Schlumberger as a procurement tool to any
employee(s) of Schlumberger or its Affiliate (User). A SWPS Order
(which may also be referred to as an Electronic Order) is an Order
sent automatically by a system SWPS without human intervention
after Order approval.
2.2
Once Supplier accepts their first SWPS Order, there shall be
an Agreement (as defined under Clause 11.2) by which the Supplier
Issue January 2013
3.1
An Order which has not been sent in the manner described
in Article 2.1 above is a Traditional Order, usually sent by fax, post or
personal e-mail of the individual submitting the Order, or hand
delivered.
3.2
All Traditional Orders must be supported by a precommitment (work order or Traditional Order template) instruction
from a Schlumberger buyer. Suppliers invoice must reflect (i)
Schlumberger legal entity, (ii) mailing address for the invoice, (iii) full
name of the Schlumberger person requesting the services and (iv)
Schlumberger accounting information (Accounting Unit and Activity
Code). It is the responsibility of Supplier to ensure that all of the
preceding information is collected and either printed on/or attached
to its invoice. Supplier should reject the request if Schlumberger buyer
fails to provide any of this information.
3.3
Traditional Order(s) shall become effective upon Order
acceptance and shall, unless earlier terminated in accordance with the
provisions hereof, last until the Order is completed. Traditional
Order(s) shall be agreed on a per Order basis.
ARTICLE 4 OBLIGATIONS OF SUPPLIER IN RELATION TO ORDER PREPARATION
Schedule 1
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
Provided that (i) the catalog format is valid, and (ii) no reason that
would prevent Schlumberger from loading said catalog or update in
production exists, Schlumberger shall use commercially reasonable
efforts to process catalogs and updates within three (3) weeks from
receipt. Schlumberger shall inform Supplier of the format invalidity or
reason that prevents Schlumberger from loading said catalog or update
in production once the foregoing will have become known to
Schlumberger, and return the same to Supplier for correction.
ARTICLE 6 OBLIGATIONS OF SUPPLIER IN RELATION TO SWPS ORDER
SUBMISSION
7.1
With respect to the selected marketplace, Schlumberger
agrees to inform Supplier at least two (2) months in advance of any
change of its selected marketplace.
7.2
With respect to any other change in the Order submission
methods, Schlumberger agrees to inform Supplier at least two (2)
weeks in advance of any said change, unless there is a technical issue
with the method(s) originally selected in which case Schlumberger may
apply the new method(s) immediately after having informed Supplier in
respect thereof.
ARTICLE 8 TECHNOLOGY; POINT OF CONTACT
8.1
Supplier agrees to bear all the costs related to its
participation in SWPS, and to notify Schlumberger in advance of any
technology changes which may affect Suppliers ability to participate in
SWPS. Any information related to technology requirements (including
without limitation those pertaining to the production and test phases)
may be obtained from the SWPS Department.
Issue January 2013
8.2
Supplier acknowledges and agrees that it has the obligation
to (i) designate at least one (1) point of contact within its organization
and notify Schlumberger in writing in respect thereof, and (ii) notify
Schlumberger in writing at least one (1) week in advance of any
change of that person or in the contact details of said person.
8.3 Notices to Supplier shall be served to that point of contact, and
notices to Schlumberger shall be served to the designated
Schlumberger representative. Notices shall be sent by registered post,
or fax (confirmation of receipt required in that case), or e-mail.
ARTICLE 9 ACCEPTANCE/REJECTION/CANCELLATION OF SWPS ORDERS;
TERMINATION OF ORDERS; TERMINATION OF THE AGREEMENT
9.1
With respect to any Order submission method other than email with response functionality, Supplier undertakes to
expressly/formally inform Schlumberger, using the same method as
the one used for Order submission, within four (4) working days from
Order submission (unless a shorter period is stated in the Order), if an
Order is not accepted by Supplier. Failure to do so shall constitute
implied/non-express acceptance of the Order. If Supplier fails to
deliver the Products by the delivery date stated in the Order,
Schlumberger reserves the right to cancel/terminate the Order for
cause.
9.2
With respect to the Order submission method consisting of
e-mail with response functionality, Supplier undertakes to
expressly/formally inform Schlumberger, using the hyperlink
embedded in the e-mail received, within the time period mentioned in
the e-mail, if an Order is accepted or rejected by Supplier. There is no
implied acceptance, a response has to be submitted, failing which
Schlumberger shall send one or several reminder(s). If Supplier (i) fails
to respond to a reminder, or (ii) after having accepted an Order, fails
to deliver the Products by the delivery date stated therein,
Schlumberger reserves the right to cancel/terminate the Order for
cause.
9.3
Schlumberger reserves the right to prevent/make
impossible the automatic/system sending (submission) of Orders if (i)
Supplier is in breach of its obligation(s) hereunder, or (ii) Schlumberger
so elects, in which case the Agreement shall terminate. A prior written,
thirty-day notice in the former case, and sixty-day notice in the latter
case, will be served to Supplier.
9.4
If Supplier elects to reject an Order, it shall substantiate in
its rejection note/communication the reason why doing so. Supplier
acknowledges that its acceptance or rejection of an Order is final.
Articles 9.1 and 9.2 are without prejudice, and apply in addition, to any
other cancellation right which may be stated in the Purchase Terms.
9.5
Schlumberger reserves the right to cancel any Purchase
Order(s) (SWPS Orders and/or Traditional Orders) issued to a Supplier,
if Supplier has not: i) began the delivery of goods and/or performance
of its services within (30 Days after the acceptance of the P.O)
hereinafter referred as Delivery Time. An order will be considered
cancelled and entirely null and void effectively at the time
Schlumberger communicates its decision to Supplier indicating
Delivery Time has elapsed.
ARTICLE 10 DELIVERY NOTIFICATION
AND
CONDITIONS;
AGREEMENT;
11.1
Except as provided for in Article 11.2, each Order shall be
governed by the provisions hereof, i.e. the Products and/or Services
shall be provided by Supplier under the terms and conditions
contained or referred to herein. The terms and conditions contained
or referred to herein shall apply to all SWPS or Electronic Orders as
well as to Traditional Orders, regardless of whether said terms and
conditions are referenced in the Order.
Page 5 of 35
Schedule 1
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
11.2
Schlumberger's submission of an Order shall be deemed an
offer to purchase the Products and/or Services under the terms and
conditions contained or referred to herein. Once Supplier accepts an
Order, there shall be a binding contractual relationship/agreement
between the parties consisting of the Order and the terms and
conditions contained or referred to herein, such as the separate
document referred to in Article 12.2 (the Agreement).
11.3
Suppliers acceptance of an Order, or shipment/delivery of
the Products and/or Services (in whole or in part), or any other method
selected or used by Supplier to express its assent to the provisions
hereof, shall be deemed to reflect Suppliers acceptance of the terms
and conditions contained or referred to herein.
11.4
SCHLUMBERGER SHALL NOT BE OBLIGED TO PURCHASE AND PAY FOR
ANY PRODUCTS AND/OR SERVICES WHICH HAVE BEEN INCLUDED IN AN ORDER (I)
NOT APPROVED BY THE DULY AUTHORIZED REPRESENTATIVE OF SCHLUMBERGER
(WITH RESPECT TO TRADITIONAL ORDERS), OR (II) NOT SUBMITTED IN ACCORDANCE
WITH THE METHODS DESCRIBED UNDER THE SWPS TERMS AND CONDITIONS (WITH
RESPECT TO SWPS OR ELECTRONIC ORDERS).
11.5
Subject to Article 11.1 contained herein, these
Schlumberger Terms and Conditions for Purchase Orders constitutes
the entire agreement and shall be read as one document between
Schlumberger and Supplier, the content of which, in the event of
conflict or inconsistency between these terms and conditions and the
Exhibits attached hereto, the former shall prevail.
ARTICLE 12 ORDER OF PRECEDENCE; DEFINITION OF AFFILIATE
12.1
In case of conflict or inconsistency between an Order and
these Schlumberger Terms and Conditions for Purchase Orders, these
Schlumberger Terms and Conditions for Purchase Orders shall prevail.
In case of conflict or inconsistency between the provisions hereof and
any applicable laws or regulations, the provisions hereof shall prevail,
to the extent legally possible (and to the extent legally impossible, be
amended accordingly), notwithstanding anything herein to the
contrary.
12.2
If a separate agreement entered into by Supplier and
Schlumberger for purchase of products and/or services exists and is
valid at the time of the purchase of products and/or services, that
agreement shall apply in place of these Schlumberger Terms and
Conditions for Purchase Orders.
12.3
These Schlumberger Terms and Conditions for Purchase
Orders apply in place of any terms or conditions (i) provided by
Supplier during the performance hereof, or (ii) contained or referred to
in any form generally used by Supplier, or any correspondence, other
contracts performed by the parties (except as provided for in Article
5.2 above), or elsewhere, which may have been applicable to the
subject matter hereof, or (iii) implied by trade, custom, practice or
course of dealing. Any of said terms and conditions (other than those
referred to herein) are void and unenforceable, and any purported
provisions to the contrary are hereby excluded or extinguished.
12.4
For the purposes of the Agreement, Affiliate(s) means,
with respect to either Party, any entity that, directly or indirectly
through one or more intermediaries, controls, or is controlled by, or is
under common control with, said Party, control being the legal or
beneficial ownership of more than fifty percent (50%) of the issued
voting share capital of an entity, or the power to direct the decisions of
the board of directors (or similar managerial body) or day-to-day
activities or management of the entity.
ARTICLE 13 NON-EXCLUSIVE RELATIONSHIP BETWEEN THE PARTIES; NO
COMMITMENT TO BUY
13.1
The parties expressly acknowledge and agree that their
relationship hereunder shall be non-exclusive, and that each of the
parties may, subject to the obligations hereof pertaining to proprietary
or confidential information or the like, enter into substantially similar
agreements with other parties with respect to (i) products and/or
services similar (or substantially similar) to the Products and/or
Services contemplated hereunder, or part thereof, or (ii) as applicable,
the Products and/or Services, or part thereof. If Products are
customized for Schlumberger in accordance with Schlumbergers
proprietary specifications and requirements, the foregoing shall not
apply to Supplier (i.e. Supplier may not sell to other parties the
Products customized in accordance with Schlumbergers proprietary
specifications and requirements, except as expressly agreed in writing
by Schlumberger).
Issue January 2013
13.2
The parties expressly acknowledge and agree that
Schlumberger makes no commitment of any kind with respect to a
business volume or the like, notwithstanding anything herein to the
contrary.
ARTICLE 14 PRICES
14.1
Order.
14.2
The applicable Incoterm shall be set out in the separate
document signed by the parties or their representatives to clarify the
Incoterm, packaging and delivery requirements, and any other specific
operational requirement(s) mutually agreed upon, or as the case may
be, in the Order. With respect to Products and Services requiring
test/certification, the applicable prices include the test performance
and/or the issue and filing of the required certificates, and
Schlumbergers access thereto and use thereof, at its convenience. The
foregoing shall survive the expiry or termination of the Agreement.
14.3
Supplier warrants that the applicable prices are no more
than the prices charged to other customers for contemporaneous
sales of similar items, in the same or substantially similar volumes, and
under substantially similar terms and conditions.
ARTICLE 15 TAXES
15.1
Except as otherwise agreed by the parties in writing, the
prices (rates of compensation) provided under this Agreement shall
include all applicable taxes, duties, and levies including, without
limitation, those described in Articles 15.2, 15.3, 15.4, and 15.6, paid,
payable, levied or assessed on Supplier or any of its employees,
agents, subcontractors and similar by the relevant government, arising
directly or indirectly for the delivery of products and/or performance
of the Services by Supplier under this Agreement
15.2
Supplier shall assume full and exclusive liability for the
payment of all taxes (and associated penalties and interest) including,
by way of illustration and not limitation, corporate tax, income tax,
branch profit tax, capital gains tax, or franchise tax payable, levied,
imposed, or assessed upon the revenue, profits, or assumed profits of
Supplier arising directly or indirectly from the performance of this
Agreement.
15.3
Supplier shall assume full and exclusive liability for the
payment of all taxes (and associated penalties and interest), including,
by way of illustration and not limitation, personal income tax,
employment compensation insurance, old age benefits, welfare funds,
pensions and annuities, national insurance contributions, social
security benefits and disability insurance, and similar charges payable,
levied or imposed on any of its employees, subcontractors or agents
and arising directly or indirectly from the performance of this
Agreement.
15.4
Supplier shall assume full and exclusive liability for the
payment of all taxes (and associated penalties and interest), including,
by way of illustration and not limitation, sales and use tax, value-added
tax, customs and import duties and levies and similar charges payable,
levied or imposed on the procurement of goods by Supplier or any of
its employees, subcontractors or agents and arising directly or
indirectly from the performance of this Agreement.
15.5
The prices are exclusive of Value Added Tax and/or Sales
Tax. Notwithstanding the provisions of Article 15.4, if applicable, Value
Added Tax and/or Sales Tax will be added to Suppliers invoices and
such invoices will be presented in accordance with applicable
regulations with respect to Value Added Tax and/or Sales Tax.
15.6
Schlumberger may, without liability to Supplier, withhold
any taxes or other government charges or levies from any payments
which would otherwise be made by Schlumberger to Supplier to the
extent that such withholding may be required by the existing or future
legislation, orders, rules or directions of any competent taxing
authority. Schlumberger shall provide a receipt in respect of any tax
withheld. Where the requirements for any withholding are avoided by
Supplier holding an appropriate valid exemption certificate it is the
duty of Supplier to: (a) inform Schlumberger on a timely basis that
such a certificate is held and to inform Schlumberger of any change to
or cancellation of the certificate and; (b) provide copies of the
certificate or any other proper documentation evidencing the
exemption or any further information that may be required to avoid
Page 6 of 35
Schedule 1
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
16.5
If an Order is cancelled pursuant to Article 16.2(a), 16.2(b)
or 16.2(c), the Agreement (of which that Order is a part) shall
terminate. If an Order is cancelled by Schlumberger prior to its
acceptance by Supplier, no agreement exists between the parties.
16.6
The rights and remedies of Schlumberger under this Article
16 (and the remainder of the Agreement) are not exclusive, and apply
in addition to any other rights and remedies available at law, in
contract, in equity or otherwise.
15.8
In the event that Schlumberger receives a direct request
from any governmental authority requesting information regarding
Supplier, and upon written request by Schlumberger, Supplier shall
provide evidence to confirm Suppliers compliance with governmental
tax reporting and payment obligations.
16.7
If either party exercises its rights under this Article 16,
under no circumstances shall it become liable for the consequential
damages which may be sustained by the other party as a result
thereof. For the purposes of this Article 16, references to days shall
mean working days in the country where the Order is being
performed. References to working days in the remainder hereof
shall mean the same.
ARTICLE 16 TERMINATION
ARTICLE 17 WARRANTIES
16.1
Schlumberger may cancel an Order, in whole or in part, at
any time prior to its acceptance by Supplier.
17.1
Supplier warrants that (i) the Products shall, for a period of
twenty four (24) months from the date of delivery to Schlumberger,
conform to the applicable specifications, and shall be merchantable,
free from defects in workmanship, materials, manufacture and design,
fit for the purposes intended and new (unless otherwise agreed by
Schlumberger), (ii) the Products shall be certified (if applicable), and
comply with all applicable laws (including without limitation
environmental and safety laws, rules and regulations) and as
applicable, Schlumbergers Quality, Health, Safety and Environment
Policy, a copy of which is appended in Exhibit A, and (iii) Supplier shall
have good and marketable title to all Products delivered to
Schlumberger, free from and clear of any liens or encumbrances.
16.2
An Order may be cancelled/terminated as follows:
(a) Either party may cancel an Order, in whole or in part, if a Force
Majeure event lasts for more than fifteen (15) consecutive days.
(b) Schlumberger may cancel an Order for cause, in whole or in part,
in the event of Suppliers default or failure to (i) comply with the terms
and conditions hereof (including without limitation the obligation to
expressly/formally accept or reject the Order submitted within the
time period set forth in Article 2.1), or (ii) comply with the specific
instructions of an Order accepted by Supplier (including without
limitation failure to timely deliver the Products, whether said failure
occurred or was announced by Supplier), or (iii) provide reasonable
assurance of future performance. Additionally, Schlumberger may
cancel an Order for cause, in whole or in part, if Supplier becomes
bankrupt or insolvent, or if Suppliers business is placed in the hands of
a receiver, assignee, or trustee, whether by voluntary act of Supplier or
otherwise, or undergoes any proceeding analogous to the foregoing.
(c) Schlumberger may cancel an Order for convenience, in whole or
in part, at any time after acceptance by Supplier. The cancellation
notice shall specify the extent to which the performance of work
related to the Order is terminated, and the time at which such
termination becomes effective. After receipt of said notice, Supplier
shall stop the performance of said work to the extent specified in the
notice of termination.
16.3
If an Order is cancelled pursuant to Article 16.2(a) or
16.2(b), Schlumberger may require Supplier to (i) transfer title to, and
deliver to Schlumberger, in the manner, time, and extent directed by
Schlumberger, any completed Products, or such partially completed
Products, materials, parts, tools, designs, fixtures, plans, drawings and
information, and transfer contract rights that Supplier acquired for the
performance of the terminated part of the Order, and (ii) grant
Schlumberger a royalty-free, assignable and non-exclusive license to
use and permit others to use, Supplier's designs, processes, drawings,
and technical data to permit completion by Schlumberger of the
terminated part of the Order.
16.4
If an Order is cancelled pursuant to Article 16.2(c), the
following shall apply:
(a) With respect to standard/non-customized Products not
manufactured according to Schlumbergers proprietary specifications,
no payment shall be owed by Schlumberger if said cancellation occurs
prior to shipment/delivery of the concerned Products. Conversely, if
said cancellation occurs after shipment/delivery of the concerned
Products, Supplier shall be paid a reasonable mutually agreed
termination charge reflecting the work actually performed prior to
cancellation, not to exceed a maximum of thirty percent (30%) of the
applicable price for the terminated part of the Order.
(b) With respect to non-standard/customized Products manufactured
according to Schlumbergers proprietary specifications, Supplier shall
be paid a reasonable termination charge reflecting the work actually
performed prior to cancellation, not to exceed the applicable price for
the terminated part of the Order reduced by the price of work not
completed (and as the case may be, by the amounts already paid in
respect thereof). The parties shall determine said termination charge in
good faith, at the time of receipt of the cancellation notice by Supplier.
Issue January 2013
17.2
Supplier warrants and represents that all Services
performed hereunder shall be performed in a professional and
workmanlike manner and shall meet all specifications, service goals
and timetables which have been agreed to between the parties. Time
is of the essence in the performance of Suppliers obligations
hereunder.
17.3
The foregoing warranties shall apply to the benefit of
Schlumberger, its Affiliate(s), or its or their clients, and shall not be
affected by delivery to, or inspection, acceptance or payment by,
Schlumberger. If any Products delivered are found not to be as
warranted, Schlumberger may return the same to Supplier, at
Supplier's expense and risk, for correction, replacement or credit, as
Schlumberger may direct. Any Products repaired or replaced shall be
warranted to the same extent as Products initially furnished. The
warranty set forth in this Article 17 does not apply in lieu of, but in
addition to, all other warranties, terms, representations or guarantees
(whether express or implied), and the remedies set forth in this Article
17 do not apply in lieu of, but in addition to, all other remedies
available at law, in contract, in equity or otherwise.
ARTICLE 18 GENERAL PERFORMANCE OF THE AGREEMENT
18.1
Supplier shall record each Order performed by Supplier
(and upon Schlumbergers request, Supplier shall provide
Schlumberger with a report detailing the types and quantities of, and
aggregate price for, the Products and/or Services purchased by
Schlumberger during the period mentioned by Schlumberger).
18.2
Each party agrees not to hire, solicit, or accept solicitation
(either directly or indirectly) from, the employees of the other party
directly involved herein, during a period of one (1) year after
completion or cancellation of any Order, except as the parties may
agree on a case-by-case basis. The foregoing does not affect the rights
of either partys employees to apply for a position within the other
partys organization.
18.3
Supplier agrees, in relation to the manufacture of the
Products, to take diligent steps to protect the environment, which
includes proper management and disposal of all waste generated in
the course of providing the Products, in accordance with applicable
laws and regulations and best industry practices. Furthermore,
Supplier agrees to monitor its compliance with the foregoing.
18.4
Where applicable, Schlumberger provided Supplier with the
GOLD Supplier Guideline manual or its successor to facilitate the
performance of the Order, and more particularly, clarify processes
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SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
21.1
Supplier shall make a full inspection of the Products
specified in an Order prior to shipment, however the same shall be
subject to Schlumberger's inspection and approval prior to acceptance
and/or payment. If in Schlumbergers reasonable opinion, said Products
fail to conform to agreed specifications or are otherwise defective,
Schlumberger has the right to reject the same, and require prompt
replacement thereof by Supplier, at Suppliers expense and risk.
Additionally, Schlumberger may, at Suppliers expense and risk, return
quantities in excess of the amounts specified in the Order.
21.2
As applicable, if after delivery of the Products to
Schlumberger, the Products are sent back to Suppliers facility for
Supplier to assess the need and cost of repairs not covered under the
warranty (if any), the risk of loss of, or damage to, such Products while
at Suppliers facility (excluding the transport phase to and from said
facility, unless otherwise agreed by the parties) shall be borne by
Supplier.
23.1
Unless otherwise specified, all Products shall be packed,
marked and otherwise prepared for shipment in a manner which (i)
complies with applicable regulations, (ii) is acceptable to common
carriers, (iii) provides necessary lifting, handling, and shipping
information (and other relevant information identified by
Schlumberger), (iv) is adequate for storage and protection against
weather, and (v) is appropriate to ensure safe arrival of the Products at
the named destination (as elaborated in the GOLD Supplier Guideline),
in good condition (the foregoing includes as required, the use of
cushioning material or vacuum packing to prevent damage during
transportation). In addition, the following requirements apply: (i) if
specific export packing requirements exist for a particular Product (i.e.
said requirements result from the type/characteristics of the Product
concerned), Supplier has to ensure that adequate documentation
reflecting the same is furnished, and (ii) wooden packaging or packing
of any kind including wooden boxes, materials or pallets must only be
made of heat-treated timber, and must comply with as applicable, the
International Standards for Phytosanitary Measures, also referred to
as ISPM (https://www.ippc.int/IPP/En/default.jsp), or the US
Department of Agriculture Animal and Plant Heath Inspection Service,
also referred to as APHIS (http://www.aphis.usda.gov/).
23.2
Schlumberger reserves the right to select the means of
transport and carrier for shipment of the Products, notwithstanding
anything in the remainder of the Agreement to the contrary.
23.3
International customs regulations require that duty be paid
on the true net value of imported goods. For this reason, and unless
transportation is provided by Schlumberger, charges such as packing,
freight, handling, etc., must not be separately itemized on invoices
submitted for payment against purchase orders hence any such
charges must form part of the price quoted by supplier. Sales/VAT or
similar charges where applicable must be quoted as a separate line
item.
23.4
All Products containing radioactive or hazardous materials
and supplied to Schlumberger must be properly classified, described,
packaged, labeled and shipped in compliance with all applicable laws
and regulations and in observation of any codes of practice pertaining
thereto.
23.5
All deliveries shall be made during normal business hours
on the scheduled delivery date unless otherwise agreed to by
Schlumberger, at the place indicated in the Order. In the event that
the Order shall specify a period for delivery, Supplier shall give
reasonable notice of the proposed time and date of actual delivery of
the Products or provision of the Services Partial deliveries shall not be
accepted without Schlumberger's prior authorization. SUPPLIER
ACKNOWLEDGES THAT TIME IS OF THE ESSENCE UNDER THE AGREEMENT.
23.6
If Supplier delivers the Products in a more expensive way
than specified, any increased transportation costs shall be paid for by
Supplier unless Schlumberger has caused the necessity for such
expedited handling.
ARTICLE 24 LIENS
22.1
Schlumberger shall have the right at any time to make
changes in an Order including type of Products and/or Services and
time, method and place of delivery/performance. If said change(s)
trigger(s) increased or decreased costs or a longer or shorter period for
delivery, or impacts any of the other conditions applicable to the Order
as originally submitted, Supplier shall so notify Schlumberger within
four (4) working days from Order change(s) receipt (unless a shorter
period is stated on the Order change), in the form used for Order
change(s) submission with respect to SWPS or Electronic Orders.
Failure by Supplier to do so shall constitute an unconditional waiver by
Supplier to make a claim for adjustment, and be deemed acceptance to
Supplier agrees that it shall not allow any liens to attach to the
Products or any property of Schlumberger, and that it shall furnish,
upon request, receipts and releases with respect to the Products
and/or Services showing that all related costs and expenses have been
paid (and thus, that no third party claims, liens, or rights of liens exist
against Schlumberger or its property or the Products) and/or Services.
SUPPLIER SHALL INDEMNIFY AND HOLD SCHLUMBERGER HARMLESS FROM SAID LIENS
AND CLAIMS.
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SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
ARTICLE 25 INTELLECTUAL PROPERTY RIGHTS
25.1
Supplier hereby grants to Schlumberger, without further
cost to Schlumberger, an irrevocable, non-exclusive and royalty-free
license to make, have made, use, and sell products embodying any and
all inventions and discoveries which may be made, conceived or
actually reduced to practice in connection with the performance of an
Order.
25.2
If Schlumberger furnishes specifications, requirements,
designs and the like to Supplier for the manufacture of the Products,
Supplier acknowledges and expressly agrees that Schlumberger is and
remains the sole and exclusive owner of all such specifications,
requirements, designs and the like, and of all improvements,
modifications, derivative works and intellectual property rights therein.
25.3
If Schlumberger provides special tools (or dies, molds or
patterns) involving Schlumbergers confidential information for the
performance of an Order, the same shall be the property of
Schlumberger, kept confidential, used only for the production of the
Products for Schlumberger, and returned in good condition (normal
wear and tear excepted) to Schlumberger (or destroyed, at
Schlumbergers discretion) upon the completion or cancellation of the
Order. If special tools have been used to perform an Order and charged
to Schlumberger, title thereto shall, at Schlumbergers discretion, vest
in Schlumberger.
ARTICLE 26 LIABILITIES AND INDEMNITIES
26.1
Regardless of where/when title to the Products is
transferred, but subject to Articles 17 and 21, the risk of loss of, or
damage to, the Products shall pass to Schlumberger at the time and
place of delivery.
26.2
26.3
SUPPLIER SHALL DEFEND, INDEMNIFY AND HOLD SCHLUMBERGER, ITS
AFFILIATES AND ITS AND THEIR CLIENTS, EMPLOYEES, OFFICERS, DIRECTORS,
REPRESENTATIVES, AGENTS AND INVITEES HARMLESS AGAINST ANY CLAIMS ARISING
OUT OF ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT,
TRADEMARK OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT, OR ANY
LITIGATION BASED THEREON, WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES
(OR PART THEREOF), OR USE THEREOF, EXCEPT TO THE EXTENT THAT SUCH
INFRINGEMENT RESULTS SOLELY FROM THE MANUFACTURE OF THE PRODUCTS
PURSUANT TO DETAILED PROPRIETARY DESIGNS FURNISHED BY SCHLUMBERGER. THE
FOREGOING INDEMNITY IS CONDITIONAL UPON (I) PROMPT WRITTEN NOTICE OF ANY
CLAIM TO SUPPLIER, (II) SUPPLIER'S CONTROL OF THE DEFENSE AND SETTLEMENT OF
ANY CLAIM, AND (III) REASONABLE COOPERATION AND ASSISTANCE BY
SCHLUMBERGER IN THE DEFENSE AND SETTLEMENT OF SUCH CLAIM AT THE EXPENSE
OF SUPPLIER. SUPPLIER SHALL NOT BE RESPONSIBLE FOR ANY COMPROMISE MADE BY
SCHLUMBERGER WITHOUT SUPPLIERS PRIOR WRITTEN CONSENT.
IF ANY PRODUCTS (OR PART THEREOF), OR USE THEREOF, BECOME(S), OR IN
SUPPLIER'S OPINION, IS/ARE LIKELY TO BECOME, THE SUBJECT OF AN INFRINGEMENT
CLAIM, SUPPLIER SHALL (I) PROCURE FOR SCHLUMBERGER THE RIGHT TO CONTINUE
THE USE THEREOF, OR (II) REPLACE OR MODIFY THE SAME SO THAT IT BECOMES NONINFRINGING (PROVIDED THE SAME LEVEL OF FUNCTIONALITY IS MAINTAINED).
SUPPLIER SHALL ALSO BE LIABLE FOR ANY DAMAGES ASSESSED AGAINST
SCHLUMBERGER, ITS AFFILIATES OR ITS OR THEIR CLIENTS ARISING OUT OF THE USE OF
THE SAME PRIOR TO THE DATE UPON WHICH SUPPLIER PERFORMED ANY OF THE
FOREGOING REMEDIAL ACTIONS, AS SET FORTH ABOVE.
26.4
26.5
ARTICLE 27 INSURANCE
27.1
Supplier's indemnity obligations set forth herein shall be
supported by appropriate insurance policies, acceptable to
Schlumberger, including at least the following policies:
(a) Comprehensive General Liability including but not limited to
Contractual Liability Cover, with limits in respect of bodily injury
and/or property damage of not less than US Dollars two million (US$
2,000,000) per occurrence;
(b) Workmans Compensation in compliance with local statutory
requirements, and/or Employers Liability with limits of not less than
US Dollars one million (US$ 1,000,000) per occurrence; and
(c) As applicable, Automobile Liability as may be required by statute
or similar regulations in the country of operations.
27.2
Said policies shall be taken out by Supplier at its cost, with a
reputable insurance company, and shall be evidenced by insurance
certificates to be provided upon Schlumbergers request. Said policies
shall name Suppliers clients as additional insured, but Schlumberger
may only benefit from said status to the extent of the liabilities
assumed by Supplier hereunder (except for Workmans
Compensation), and shall be endorsed to provide that (i) no insurance
policy shall be cancelled or materially changed without thirty (30) days
prior written notice to Schlumberger, and (ii) Supplier's insurers shall
waive their rights of subrogation against Suppliers clients, but
Schlumberger may only benefit from said waiver to the extent of the
liabilities assumed by Supplier hereunder.
ARTICLE 28 CONFIDENTIALITY
28.1
Supplier acknowledges that during the performance of an
Order/the Agreement, any information of Schlumberger or its Affiliate,
disclosed to, or obtained by, Supplier or its Affiliate as a result of said
performance shall be deemed confidential and proprietary to
Schlumberger (Confidential Information). Without limitation to the
foregoing, the Agreement/the terms of the Agreement shall be
deemed confidential and proprietary to Schlumberger, and may be
used by Schlumberger as it deems fit.
28.2
Supplier agrees (i) to treat as secret and confidential, and
(ii) not to, at any time during the Agreement term and for five (5) years
thereafter, disclose, or distribute, or publish, or copy, or reproduce, or
sell, or lend, or manipulate, or otherwise make use of (except for the
purpose of performing an Order/the Agreement provided that the
disclosure is made to the employees of Supplier on a need-to-know
basis), or permit use to be made of, any Confidential Information,
except with Schlumberger's express written consent.
28.3
The foregoing shall not apply to any Confidential
Information that (i) can be shown by documentary evidence to have
been previously known to Supplier at the time of disclosure, (ii) is
independently developed by Supplier without breach of the
Agreement, (iii) is lawfully obtained from a third party without
restriction on use or disclosure, (iv) is or becomes part of the public
domain through no fault of Supplier, or (v) is disclosed pursuant to any
judicial or governmental requirement or order, provided that Supplier
takes reasonable steps to give Schlumberger sufficient prior notice in
order to contest such requirement or order.
28.4
Supplier shall use the same degree of care to avoid
unauthorized disclosure of the Confidential Information as it employs
with respect to its own confidential/proprietary information of like
quality and nature, but employing no less than a reasonable standard
of care.
28.5
Supplier expressly acknowledges that the disclosure made
by Schlumberger does not grant Supplier any right other than the
limited right to use the Confidential Information for the performance
of an Order/the Agreement (and nothing contained herein shall be
construed as granting or conferring any rights to Schlumbergers
trademarks, inventions, copyrights, patents or the like).
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28.6
Upon expiry or termination of the Agreement for whatever
reason, Supplier shall return all Confidential Information to
Schlumberger (except the one identified in the second sentence of
Article 28.1), and shall not be entitled to make or retain copies thereof.
28.7
Supplier shall not advertise or publish the fact that
Schlumberger has contracted with Supplier, nor use Schlumbergers
name in any advertisement, publication, brochure or website.
ARTICLE 29 FORCE MAJEURE
Neither Supplier, nor Schlumberger, shall be liable for delay or nonperformance of its obligations hereunder (or part thereof) if the cause
of delay or non-performance is an event which is unforeseeable,
beyond the control of the party affected, and cannot be remedied by
the exercise of reasonable diligence, including without limitation acts
of God, acts of civil or military authority, governmental orders, war,
fire, explosion, labor unrest (except if limited to the party affected) or
epidemic (Force Majeure). The party affected shall be relieved from
its obligations (or part thereof) as long as the Force Majeure lasts and
hinders the performance of said obligations (or part thereof), it being
understood that Force Majeure shall not excuse any obligation of
Schlumberger to pay for invoices due for Services actually performed or
Products actually delivered in accordance with the provisions hereof.
The party affected shall promptly notify the other party and make
reasonable efforts to mitigate the effects of Force Majeure with
reasonable dispatch.
ARTICLE 30 INDEPENDENT CONTRACTOR
Schlumberger shall have the right, at any time up to four (4) years after
completion or cancellation of any Order, to audit Suppliers books,
records and data in any form to verify the compliance with the terms
hereof and the correctness of any invoice submitted by Supplier. Said
right shall be exercised solely for the purposes defined in this Article.
ARTICLE 32 COMPLIANCE WITH LAWS TRADE CONTROL
32.1
Supplier warrants that no applicable laws or regulations
shall be violated in the manufacture or sale of the Products or
performance of the Services contemplated hereunder, and that
Supplier shall comply with, and adhere to, all applicable laws and
regulations which may apply to Supplier in connection with the
Agreement. SUPPLIER SHALL DEFEND, INDEMNIFY, AND HOLD SCHLUMBERGER
HARMLESS AGAINST ANY CLAIMS IN RESPECT THEREOF.
32.2
Subject to the terms of Exhibit B to this Agreement, all
goods and information that are the subject matter of this Agreement
shall be exported under the control of Schlumberger, unless otherwise
agreed upon by the parties. The parties shall not act in manner which
may cause either party to be in violation of applicable United States
trade laws and regulations, including but not limited to the Export
Administration Act of 1979.
33.1
Neither party shall, without the prior written consent of the
other party, have the right to assign its rights and obligations under
the Agreement, to another party, and any purported assignment
without such consent shall be null and void. However, Schlumberger
shall have the right to assign, in whole or in part, its rights and
obligations under the Agreement to any of its Affiliates.
32.3
Supplier warrants that no applicable laws or regulations
shall be violated in the manufacture or sale of the Products or
performance of the Services contemplated hereunder, and that
Supplier shall comply with, and adhere to, all applicable laws and
regulations which may apply to Supplier in connection with the
Agreement. Supplier shall defend, indemnify, and hold Schlumberger
harmless against any Claims in respect thereof.
33.2
Supplier shall not subcontract whole or part of its
obligations under this Agreement without Schlumbergers prior
written, and any purported subcontracting without such consent shall
be null and void. Supplier shall be responsible for the performance,
acts or omissions of its subcontractors as if their performance, acts or
omissions were its own performance, acts or omissions.
32.4
Without limitation to the generality of the foregoing, both
Parties shall strictly comply with, and adhere to, all applicable U.S. and
non-U.S. laws and regulations pertaining to environment, health and
safety, economic sanctions laws, trade, import and export control.
Specifically, both Parties covenants that it shall not - directly or
34.1
The Agreement shall be governed by, and construed in
accordance with, the laws of (i) the state of Texas (USA) for contracts
entered into in the United States, (ii) Alberta (Canada) for contracts
entered into in Canada, and (iii) England (UK) for contracts entered
Page 10 of 35
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SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
into outside the United States and Canada, excluding any conflict of
laws principle that would refer to the laws of another jurisdiction.
34.2
Any dispute that cannot be settled amicably shall be
resolved by arbitration, which shall be the exclusive method of formal
dispute resolution under the Agreement. Such arbitration shall be held
in the English language at a mutually agreeable location in accordance
with the (i) commercial arbitration rules of the American Arbitration
Association for contracts entered into in the United States, (ii) National
Arbitration Rules of the ADR Institute of Canada for contracts entered
into in Canada, and (iii) rules of conciliation and arbitration of the
International Chamber of Commerce for contracts entered into outside
the United States and Canada. Nothing herein shall, however, prohibit
a party from seeking temporary or preliminary injunctive relief in a
court of competent jurisdiction. The parties expressly consent to
arbitration and waive any right of appeal to any court from any arbitral
award (which shall be final and binding upon the parties).
34.3
The parties agree that the application of the United Nations
Convention on Contracts for the International Sale of Goods is
specifically excluded from the Agreement.
ARTICLE 35 NOTICES
The last fifteen years have seen an increase in focus on the social,
environmental and economic impacts of private enterprise on the
workplace, the marketplace, the environment and the community. It is
commonly recognized that private enterprise is critical to social,
environmental and economic development, in particular in relation to
human rights, healthcare, nutrition, education, decline of poverty and
corruption, and solutions to climate change and energy supply. As a
company that has long practiced responsible and ethical business
behaviours and in light of current Supply Chain trends, the
Schlumberger Group determined requirements for the suppliers it
engages, with a view to establishing a relationship which promotes
responsible social, environmental and economic practices, in a
collaborative manner. Said requirements apply more specifically to a
financially sizeable, long-lasting relationship between Schlumberger
and the concerned supplier. If this Order should be construed as
reflecting such a well-established relationship, then the Working
Conditions Guidelines do apply. A copy of the Working Conditions
Guidelines is enclosed in Exhibit C attached hereto.
ARTICLE 37 BUSINESS CONDUCT
37.1
For the purpose of this Article 37:
(a) Government Official means: (a) any director, officer or employee
of a Public Body or any person acting in an official capacity on its
behalf; (b) any officer, employee or candidate of any political party or
faction; (c) anyone otherwise holding a legislative, administrative or
judicial position at any Public Body; or (d) any director, officer or
employee of any public international organization (e.g. the UN or
World Bank). Government Official also includes immediate family
members of anyone described above.
(b) Public Body means any central or local government, or any
ministry, department, agency or instrumentality of, or entity owned or
controlled by, a government (e.g., a National Oil Company).
37.2
Supplier undertakes: (a) to conduct its business in
performing the Agreement in a way that is consistent with the
principles set out in the Schlumberger Code of Conduct (available upon
request) and with the obligations set out below; and (b) for the
duration of this Agreement, to maintain and enforce its own policies
and procedures relating to business ethics, to ensure compliance with
the Relevant Requirements (as defined below) and consistent with the
Schlumberger Code of Conduct.
37.3
Supplier warrants, represents and agrees that:
(a) in obtaining this Agreement it has complied, and in performing this
Agreement it shall comply, with all applicable laws, statutes,
regulations and orders relating to anti-bribery, anti-corruption,
competition and trade control (Relevant Requirements);
Issue January 2013
38.1
The Agreement (as defined in Article 2.2) embodies the
entire agreement between the parties with respect to the subject
matter hereof, and prevails over any previous oral or written
understandings, commitments or agreements pertaining to the subject
matter hereof (except to the extent otherwise stated in Article 11.2).
38.2
Schlumberger Terms and Conditions for Purchase Orders
can be found at http://www.slb.com/resources/supply.aspx
38.3
Any provision herein which in any way contravenes
applicable laws or regulations shall be deemed severable to the extent
of such contravention, and the legality, validity or enforceability of the
remaining provisions hereof shall not in any way be affected or
impaired thereby. The parties shall promptly negotiate to restore the
provisions hereof as near as possible to its original intent and
economic effect.
38.4
The provisions hereof which by their nature are intended to
survive the expiry or termination of the Agreement (including without
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SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
Signature: _____________________________________________
38.6
The terms and conditions contained herein may not be
discharged in whole or in part by waiver, renunciation, or failure of
enforcement, unless specifically agreed to in writing by the party to
which said terms and conditions benefit.
Name:
_____________________________________________
Title:
_____________________________________________
Company:
_____________________________________________
Page 12 of 35
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(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
EXHIBIT A
Quality, Health, Safety & Environmental (QHSE) Policy
The long-term business success of Schlumberger depends on our ability to continually improve the quality of our products and services while
protecting people and the environment. Emphasis must be placed on ensuring human health, operational safety, environmental protection,
quality enhancement and community goodwill. This commitment is in the best interests of our customers, our employees, our stockholders
and those in the communities in which we work and live.
Schlumberger requires the active commitment to, and support of QHSE from all employees. In addition, line management has a leadership
role in the communication and implementation of, and ensuring compliance with, QHSE policies and standards. We are committed to:
Protect the health and safety of our people at all times and in all circumstances
Eliminate QHSE accidents and events
Provide a framework for the setting of QHSE goals and performance objectives, and the use of an effective management system
Monitor, evaluate and continually improve our QHSE performance through the definition of operational standards, training,
assessments and audits
Be fully prepared to respond to any QHSE emergency
Minimize our impact on the Environment through pollution prevention and control of emissions, the efficient use of natural
resources and the reduction and recycling of waste
Educate our employees, customers, contractors, and business partners on the safe and environmentally responsible use of our
services and products, and how their actions can influence QHSE performance
Communicate openly with interested parties about our QHSE policy, programs and performance
We are committed to the proactive integration of QHSE objectives into our management system at all levels, actively reinforced by reward
programs that recognize outstanding QHSE performance demonstrated by our employees and contractors.
The commitments in this Policy are in addition to our basic obligation to comply with Schlumberger standards, as well as all applicable laws
and regulations where we operate. This is critical to our business success because it reduces risk and adds value to our products and services.
Paal Kibsgaard
Chairman and Chief Executive Officer, Schlumberger Ltd
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(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
EXHIBIT B
TRADE CONTROL COMPLIANCE
1
Supplier acknowledges that various national laws may apply to govern the import and export of the goods and information that are the
subject matter of this Agreement. Once the goods are received, Schlumberger shall be responsible for the import and export of the
goods and information under these laws, unless otherwise agreed by the parties.
Notwithstanding the foregoing, Supplier shall, if requested by Schlumberger, assume the responsibility for importing and/or exporting
its goods and complying with all such laws. In the event Supplier is or becomes responsible for complying with all such laws, Supplier
agrees to abide by the overseas obligations under the laws for U.S. export control, including but not limited to Extraterritoriality, Reexports, Foreign manufacturing, and the Supply of goods and services to the United States, European Union, and Embargoed or
Prohibited States. Supplier shall provide Schlumberger with all requested licensing documents associated with its licensing activities.
To the extent the laws or regulations applying to import or export of the goods and information, which are the subject matter of the
Agreement are amended, repealed or superseded, Schlumberger, at its sole option, shall establish new terms to this Exhibit.
Schlumberger is obligated to ensure that its Suppliers meet the criteria for security mandated by the Customs-Trade Partnership
Against Terrorism (C-TPAT) program. In order to comply with these requirements, Schlumberger requires Suppliers to be a C-TPAT
certified participant where applicable, or satisfy comparable security program policies and procedures.
4.1.
If the Supplier is C-TPAT Certified, upon receipt and certification of the SVI # (Status Verification Indicator), Schlumberger
requests a copy of the official letter, a copy of the C-TPAT Certificate to the Supplier, and the Supplier SVI letter for file and audit
record.
4.2.
If the Supplier is not C-TPAT certified or does not qualify under Customs terms to be C-TPAT certified, the Supplier must provide
evidence its approved under a similar supply chain security program that is endorsed and sponsored by its local country (For
e.g., P.I.P. in Canada) OR must provide a statement from a company senior executive officer of its intent and plan to provide its
supply chain security policy and procedure that describe its supply chain security systems that meet or exceed those
expectations in U.S. C-TPAT. Upon written request, Supplier shall provide Schlumberger with copies of its written tracking
procedures to verify the Suppliers compliance with comparable supply chain security measures as required under C-TPAT.
4.3.
Grant to Schlumberger or its designated representative the right from time to time, upon prior written notice to Supplier and at
reasonable date and hours, to visit Supplier's facilities to perform an audit of Suppliers compliance with its security obligations.
Upon completion of any review by Schlumberger, Supplier will be advised in writing if any corrective action is required to assure
compliance with the C-TPAT program. Based on the type of corrective action required, the parties will mutually establish a time
period for implementation of the corrective measures required. If Supplier does not comply within a reasonable time period
with the requirements for C-TPAT compliance, Schlumberger will be entitled to treat Suppliers failure to comply as a material
breach of this Agreement
U.S. ONLY: ISF REQUIREMENT FOR OCEAN IMPORTS TO USA ***FILING REQUIRED 24 hours prior to LOADING (AT ORIGIN) *** U.S.
Customs requires an Importer Security Filing (ISF) to be filed for all shipments travelling to the U.S. via an ocean carrier. Suppliers must
provide all 10 ISF data elements to the companys designated customs broker/ISF Filer/agent at least seventy two (72) hours
(Schlumbergers requirement) prior to cargo loading on the vessel at origin port of departure. FAILURE to do so may result in NO LOAD
mandates and/or fines up to five thousand USD ($5,000) per occurrence. If the ISF information is not supplied in the time frame
requested, all additional expenses incurred due to fines and/or no load mandates (storage, demurrage, etc.) will be at the Suppliers
expense. An ISF Information Form to be provided by Schlumbergers designated customs broker/agent must be completed for each
ocean import shipment. The ISF Information Form must be completed and returned to the designated customs broker/agent seventy
two (72) hours prior to the container being loaded on the vessel. If there is a question or Supplier is unsure how to provide the data
elements, please email inquiries to usimport@slb.com. If Supplier is the Importer of Record, then Supplier is responsible to file ISF with
the Suppliers service provider. Any penalties assess by CBP, caused by inaccurate or incomplete or late ISF information, will be billed
back to the seller/Supplier.
Page 14 of 35
Schedule 1
SCHLUMBERGER TERMS AND CONDITIONS FOR PURCHASE ORDERS
(Purchase of Customized or Non-customized Products and/or Services through SWPS or not through SWPS)
EXHIBIT C
WORKING CONDITIONS GUIDELINES
The last fifteen years have seen an increase in focus on the social, environmental and economic impacts of private enterprise on the
workplace, the marketplace, the environment and the community. It is commonly recognized that private enterprise is critical to social,
environmental and economic development, in particular in relation to human rights, healthcare, nutrition, education, decline of poverty and
corruption, and solutions to climate change and energy supply. As a company that has long practiced responsible and ethical business
behaviours and in light of current Supply Chain trends, Schlumberger determined requirements for the suppliers it engages, with a view to
establishing a relationship which promotes responsible social, environmental and economic practices, in a collaborative manner. Hence,
Supplier is to comply with the following working conditions guidelines, it being understood that Schlumberger agrees to partial noncompliance provided that (i) the same is clearly identified by Supplier, (ii) mutually agreed upon measures are implemented by Supplier
during the planned remedial period, and (iii) the progress of said measures may be monitored by Schlumberger or its representative.
Suppliers compliance with this Exhibit C does not relieve Supplier from its obligation to comply with applicable laws and QHSE requirements
as described in Exhibit A hereof.
ARTICLE 1 LABOR
1.1
Freely Chosen Employment. All work is to be voluntary and workers are to be free to leave upon reasonable notice. Use of forced,
bonded, indentured or involuntary prison labour is prohibited. Workers must not be required to hand over passports or work
permits as a condition of employment.
1.2
Child Labour. Use of child labour is strictly prohibited child labor includes any person under the age of fifteen (15), or under the
age for completing compulsory education, or under the minimum age for employment in the country, whichever is greatest.
Legitimate workplace apprenticeship programs are supported. Workers under the age of eighteen (18) must not be required to
perform hazardous work. The educational needs of such workers are to be taken into account when determining working hours.
1.3
Discrimination. Supplier is to provide workplaces that are free of harassment and unlawful discrimination. Supplier must not
engage in discrimination based on race, colour, gender, age, sexual orientation, ethnicity, disability, religion, union membership or
marital status in hiring and employment practices such as promotions, rewards and access to training.
1.4
Harsh or Inhumane Treatment. Harsh and inhumane treatment, including any sexual harassment, sexual abuse, corporal
punishment, mental or physical coercion or verbal abuse of workers is strictly prohibited, as is any threat of such treatment.
1.5
Minimum Wages. Compensation paid to workers must comply with all applicable wage laws, including those relating to minimum
wages, overtime hours and legally mandated benefits. Any disciplinary wage deductions are to conform to local law. The basis on
which workers are being paid is to be clearly conveyed to them in a timely manner.
1.6
Working Hours. Workers strain is clearly linked to increased accidents, illness, lowered productivity and increased turnover.
Workers must therefore not be required to work more than the maximum set by local law, including overtime hours. Workers are
to be allowed at least one day of rest per week. In addition where workers are contracted to spend long periods of time away from
their home country, consideration is to be taken of their needs to remain in contact with their families and they are to be allowed
to return home at least one time per year.
1.7
Freedom of Association. Workers are to be allowed the right to freely associate in accordance with local laws. Workers are to be
able to communicate openly with their management regarding working conditions without fear of reprisal, intimidation or
harassment.
Page 15 of 35
Schedule 2
Schlumberger Web Procurement System (SWPS) Terms and Conditions
(is not applied to those who only registered in Lawson)
Page 16 of 35
Schedule 2
Schlumberger Web Procurement System (SWPS) Terms and Conditions
(is not applied to those who only registered in Lawson)
Page 17 of 35
Schedule 2
Schlumberger Web Procurement System (SWPS) Terms and Conditions
(is not applied to those who only registered in Lawson)
Page 18 of 35
Schedule 2
Schlumberger Web Procurement System (SWPS) Terms and Conditions
(is not applied to those who only registered in Lawson)
Page 19 of 35
DEFINITIONS
1.1
1.1.2
Receiving Party shall mean Party which receive the Confidential Information.
1.1.3
1.1.4
1.1.5
1.1.5.2
2.
1.2.2
1.2.3
3.
The Receiving Party shall hold in trust and treat the Confidential Information in strict
confidence, shall not be sold, traded, published or otherwise disclosed to anyone in any
manner whatsoever, including by means of photocopy, or reproduction electronically,
without the Disclosing Partys written consent. Receiving Party shall make reasonable
efforts to protect the Confidential Information from disclosure except as specifically
permitted herein and make no use of the Confidential Information, except reasonably
necessary to achieve the Purpose.
3.2
The Receiving Party acknowledges and agrees that it shall not disclose the Confidential
Information to any third party and to any of the Receiving Partys Personnel without the
prior written consent of the Disclosing Party.
3.3
Notwithstanding the foregoing, the Receiving Party shall have the right to disclose the
Confidential Information to those of its Personnel who need to know the information in
order to achieve the Purpose, provided however that prior to such disclosure the
Receiving Party takes reasonable steps to cause all of its Personnel to whom it gives
access to the Confidential Information to maintain such information in confidence in
accordance with this Reciprocal Non-Disclosure Agreement, and to:
3.4
3.3.1
Not use any of the Confidential Information in any way other than for the
Purpose;
3.3.2
Not disclose the Confidential Information to any third party or other Personnel in
violation of the terms herein; and
3.3.3
Not make or have made any copy, record or duplicate of any of the Confidential
Information disclosed or reduced to writing in any medium, if disclosed orally or
visually, except as is reasonably necessary to achieve the Purpose.
Receiving Party shall protect the Confidential Information by using the same degree of
care, but no less than a reasonable degree of care, to prevent the unauthorized use,
dissemination or publication of the Confidential Information by its Personnel or third
parties to whom the Disclosing Party authorizes disclosure as the Receiving Party uses
to protect its own Confidential Information of a like nature.
Page 21 of 35
3.5
4.
Supplier undertakes not to analyze or have analyzed, and not to attempt to analyze, or
have analyzed, samples or batches of materials where Supplier has received such
samples or batches from Schlumberger.
REQUIRED DISCLOSURE
In the event that Receiving Party or its Personnel are requested or required (by oral questions,
interrogatories, request for information or documents in legal proceedings, subpoena, civil
investigative demand or other similar process) to disclose any of the Disclosing Partys
Confidential Information, the Receiving Party shall provide the Disclosing Party with prompt
notice of any such request or requirement so that the Disclosing Party may seek a protective
order or other appropriate remedy and/or waive compliance with the provisions of this
Reciprocal Non-Disclosure Agreement. If, in the absence of a protective order or receipt of a
waiver by such Disclosing Party, the Receiving Party or any of its Personnel are nonetheless, in
the opinion of counsel, legally compelled to disclose the Disclosing Partys Confidential
Information to any tribunal, the Receiving Party or its Personnel may, without liability hereunder,
disclose to such tribunal only that portion of Disclosing Partys Confidential Information which
such counsel advises is legally required to be disclosed, provided that the Receiving Party
exercises its reasonable efforts to preserve the confidentiality of the Disclosing Partys
Confidential Information, including, but not limited to, by cooperating with the Disclosing Party to
obtain an appropriate protective order or other reliable assurance that confidential treatment will
be accorded the Disclosing Partys Confidential Information by such tribunal.
5.
6.
7.
NO LICENSE
6.1
Title to the Confidential Information and any copies thereof shall be and remain with
Disclosing Party. Receiving Party shall not remove any proprietary, copyright, trade
secret, or other legend from any form of the Confidential Information.
6.2
8.
NO WARRANTY OF ACCURACY
Receiving Party understands and acknowledges that the Disclosing Party is not making any
representation or warranty, express or implied, as to the quality, accuracy or completeness of
the Confidential Information, and that neither Disclosing Party nor their Personnel will have any
liability to the Receiving Party or any other person, resulting from its use of the Confidential
Information. Nothing in this Reciprocal Non-Disclosure Agreement shall obligate Disclosing
Party or their Personnel to update, correct, or modify any Confidential Information previously
furnished.
Page 22 of 35
9.
EQUITABLE RELIEF
Receiving Party understands and agrees that in the event of a breach of this Reciprocal NonDisclosure Agreement, damages may be an inadequate means of redressing any loss or
damage suffered by the Disclosing Party. Receiving Party further understands and agrees that
Disclosing Party, in its sole discretion, is entitled to seek any injunctive or any other equitable
form of relief it deems necessary, including injunctive relief and/or specific performance and that
any application by the Disclosing Party for such relief shall not be deemed incompatible with, or
a waiver of, the arbitration clause in 13.3, if such equitable relief is granted, such remedy or
remedies shall not be deemed to be the exclusive remedy or remedies for a breach of this
Reciprocal Non-Disclosure Agreement by the Receiving Party, but shall in addition to all other
remedies available at law.
10.
WAIVER
Receiving Party understands and agrees that no failure or delay by Disclosing Party in
exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall
any single or partial exercise thereof preclude any other or future exercise of any other right,
power or privilege hereunder.
11.
SURVIVAL
This Reciprocal Non-Disclosure Agreement shall commence on the effective date thereof and
expire on the first anniversary date thereof, provided, however, that this Reciprocal NonDisclosure Agreement shall be automatically renewed from year to year thereafter, unless and
until terminated by either Party on the last day of any month by such Party giving written notice
of such termination to the other not less than sixty (60) days prior to such termination date.
However, Supplier's obligations of confidentiality and non-disclosure herein as described in this
Reciprocal Non-Disclosure Agreement under No 3, 6 and 14.3 will survive the termination of this
Reciprocal Non-Disclosure Agreement.
12.
AGENCY
The Parties do not intend that any joint venture, association, agency or partnership relationship
be created between them by this Reciprocal Non-Disclosure Agreement.
13.
14.
13.2
13.3
The Parties agree that any dispute, controversy, or difference arising between or among
the Parties relating to or in connection with this Reciprocal Non-Disclosure Agreement,
its construction, or the breach thereof, including any question regarding its existence,
validity or termination, which can not be amicably resolved by the Parties, shall be
finally settled by arbitration in accordance with the Arbitration Rules of BANI (Badan
Arbitrase Nasional Indonesia) in Jakarta and the resulting arbitral award shall be final
and binding. A dispute shall be deemed to have arisen when a Party notifies the other
Party or Parties, as the case may be, in writing to that effect.
OTHER MATTERS
14.1
This Reciprocal Non-Disclosure Agreement shall not be amended nor modified, except
by a written document signed by the duly authorized representatives of the Parties.
Page 23 of 35
14.2
Neither Party may use the name, trade name, trademark, logo, acronym or other
designation of the other, in connection with any advertising or publicity materials or
commercial dealings or otherwise without the prior written consent of the other Party.
14.3
Neither Party shall be liable in an action initiated by one against the other for special,
indirect or consequential damages resulting from or arising out of this Reciprocal NonDisclosure Agreement, including, without limitation, loss of profit or business
interruptions, however same may be caused.
14.4
Page 24 of 35
Procurement Process;
Minimum Invoicing Requirement and tax provisions.
Domestic Component or Local Content Requirement.
Payment and Remittance.
Support.
Others.
A.
PROCUREMENT PROCESS
Within Schlumberger, we have 2 distinct processes for the procurement of products and
services; they are orders (a) using PO (SWPS PO) via internet and (b) without a PO (using
manual request).
A sample SWPS PO (Exhibit 1) has been attached for your reference. This SWPS PO number
should be quoted on the face of any vendor invoice (PO Invoice) issued to Schlumberger
pertaining to a SWPS PO.
If you do not receive a SWPS PO, the Schlumberger person requesting products and services is
required to provide you with key information that should be included on the face of your invoice,
for detail, please refer to the section invoices for manual request.
B.
2.
Invoices should be submitted in duplicate (one original and one copy) including
Faktur Pajak.
3.
Invoices must follow instruction as per SWPS PO for Sold to and Send
Invoice To.
4.
5.
6.
g.
B.2
7.
8.
It is essential that any invoice match the PO and packing list. Prior to payment,
the invoice will be checked against both the PO and the goods receipt; they
must all agree before payment can be processed. Invoices will not be paid if
there is a mismatch on the legal entity, currency, purchase price or quantity.
9.
Invoices must mention the withholding tax rate applicable for the service
rendered and amount of withholding tax to be deducted.
10.
11.
Submit valid specimen of Faktur Pajak signer if Faktur Pajak is not signed
by Director.
2.
Invoices should be submitted in duplicate (one original and one copy) including
Faktur Pajak.
3.
Invoices must be billed to the correct legal entity name and address (provided
by the Schlumberger person requesting the products and services).
4.
5.
Invoices should be sent for the attention of the Accounts Payable department
and not to the individual requesting the products and services.
6.
7.
8.
e.
f.
g.
9.
10.
11.
For products supplied on manual request (without SWPS PO), proof of delivery
should be attached to the invoice.
12.
13.
14.
Invoices must mention the withholding tax rate applicable for the service
rendered.
15.
Submit valid specimen of Faktur Pajak signer if Faktur Pajak is not signed
by Director.
16.
Page 27 of 35
17.
B.3
Must be made in two (2) copies and in the correct format on Standard Faktur
Pajak.
2.
Must be filled with proper and complete information in the Faktur Pajak, such
as:
a. Faktur Pajak Serial number (digits)
b. Schlumberger legal entity name, address, NPWP.
c. Date of Faktur Pajak should be the same as invoice date.
d. Tax exchange rate should follow the Tax Authority publish weekly rate.
e. Stamp and Authorised Signatory.
Schlumberger can not accept your invoice for payment without the above details having
been completed on your invoice. For invoices not meeting the above criteria, our Accounts
Payable department will respectfully return your invoice for correction, with payment due date
being calculated from the receipt date of the revised invoice.
Point to Receive Invoice:
Schlumberger centralizes reception of invoice at Schlumberger Finance department at:
Sentra Mulia Bldg 18th floor,
Jl. H.R. Rasuna Said Kav.X-6 No.8,
Kuningan, Jakarta-12940.
As alternate location, invoice can be received at our office at:
a.
b.
c.
C.
You must provide to us, the magnitude for domestic component or local content level for
every goods and/or services, supplied to us in the manner set forth below:
a.
For supplied goods only, you must present to us a legalized copy of certification
of the magnitude of Domestic Component or Local Content level, which is
issued by Department of Industry of Republic of Indonesia. In the absent of
certification, temporarily you must fill out and convey to us Form No. SC-12 A
(Exhibit 2), as attached hereto, to calculate the Domestic Component or Local
Content level for every Order submitted by us. However, this is not a waiver of
your obligation to obtain the certification, at the latest:
i.
ii.
3 (three) months after the date of this letter for manufacturing company;
4 (four) months after the date of this letter for non manufacturing
company.
Page 28 of 35
D.
b.
For supplied services only, you must fill out and convey to us, form No. SC-12 B
(Exhibit 3), as attached hereto, to calculate the Domestic Component or Local
Content level for every Order submitted by us.
c.
2.
The magnitude of domestic component or local content level, as well as the documents
to evidence it, must be true, valid, accurate and maintained at all time, until the end of
provisions of goods and/or the services.
3.
You must keep the record/ documents to calculate the magnitude of domestic
component or local content level of goods and/or services, for at least 10 years.
4.
5.
You must ensure that your affiliated companies, contractors, partners, invitees,
contractors, subcontractors, servants, agents aware, and comply to the
abovementioned.
6.
If in the future, the magnitude of domestic component or local content level cant be
achieved, there will be sanction.
Following is summary steps for Supplier registration for this Vendor Portal:
1.
2.
3.
Page 29 of 35
E.
SUPPORT
If you have any questions relating to the above please direct them to either:
Email: vendorquery@jakarta.oilfield.slb.com
Or
Telephone:
021-7890707 Extension 105 (or)
Vendor Hotline (for urgent matters only) 021-7800576.
F.
OTHERS
1.
2.
This Schlumbergers Supplier Instruction Package covers all requests for products and services raised
within Indonesia by following Schlumberger entities:
a. PT SCHLUMBERGER GEOPHYSICS NUSANTARA.
b. PT DOWELL ANADRILL SCHLUMBERGER.
c. PT WESTERNGECO INDONESIA.
Following all of the points described in the above process and creating awareness in your Organisation
of our revised process will facilitate more timely payments in the future.
Page 30 of 35
Contact
person for
order
Location
where you will
deliver the
items
Quantity, Price
and Currency of
the items ordered
Initial:
Page 31 of 35
Initial:
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Initial:
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Initial:
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Initial:
Page 35 of 35