Purchase Order Terms & Conditions

Svitzer AMEA - Asia, Middle East & Africa

1. PREAMBLE
1.1 By confirming this PO or by performing or supplying any Goods or Services set forth in this
PO or invoicing pursuant to this PO, the Supplier expressly agrees and accepts all terms of
this PO.

1.2 Hereinafter, Svitzer companies will be addressed as “Buyer” and any Vendor to whom the PO
is will be addressed as “Supplier”

2. INVOICING INSTRUCTIONS
2.1 Invoice shall be paid only after delivery of the goods or performance of the services.

2.2 Invoices shall be addressed to the purchasing legal entity indicated on the PO.

2.3 Svitzer standard payment terms is 30 days, any deviation from this, is required to be resolved
with the purchasing entity in writing.

2.4 Supplier shall invoice the purchasing entity with the Svitzer Invoice and Delivery Note
(Appendix 1) as the Cover Page. All the information for filling the format (including Supplier
Number and Job Task Number) is available on the PO. The step by step process to invoice is
as follows: -

(a) Supplier to complete the Svitzer invoice Format (Please type the info) and print the
document

(b) Supplier to sign and stamp the Svitzer Invoice Format with the company stamp

(c) Supplier to send the document with the delivery of goods and get the Svitzer Invoice
Format signed by Svitzer Employee.

(d) Supplier to scan the invoice with Svitzer invoice format as the cover page in pdf format.

(e) Email the document to the designated email address for the entity as stated at the invoice
address. Subject of the email to be “Basware Invoice Submission – Vendor Name”

2.5 It is mandatory to have the Svitzer Invoice Format signed by Svitzer staff with stamp. Without
this, the Invoice will not be processed and will be rejected. In case, physical signature is not
possible, please attach Email confirmation from a Svitzer Employee as Annexure

2.6 Suppliers please note that physical invoices will no more be accepted as all invoices are
processed in India.

2.7 Supplier invoice to be on plain paper and in black and white

2.8 Late Invoicing In the event that the invoice is not received within 180 days from the date of
delivery of goods or services, such goods or services shall not qualify for invoicing and any
such invoice presented shall not be payable.

2.9 Tax payment. Supplier is responsible for reporting and paying all taxes and other
governmental charges that are levied upon the payments made by Buyer to Supplier and
including wages, salaries and other amounts paid by Supplier to its employees and Sub-
contractors or any other person employed (labour law taxes) on or in connection with the PO.
Supplier shall promptly settle all such taxes and charges and all costs assessed in connection
therewith and will indemnify and hold harmless Buyer against the same, except in respect of
VAT payable by Buyer. Supplier shall ensure that VAT is only charged where applicable and
that any charges are accompanied by valid VAT invoices. Notwithstanding anything else
herein to the contrary, the Buyer may withhold (or cause there to be withheld, as the case
may be) from any amounts otherwise due or payable under or pursuant to this Agreement

Version Number: V.1.1 Page 1 of 7

Issued Date: 16th July 2018
Purchase Order Terms & Conditions
Svitzer AMEA - Asia, Middle East & Africa

such federal, state and local corporate, income, employment, or any other taxes or duties as
may be required to be withheld pursuant to any applicable law or regulation, determined by
the Buyer in its sole discretion exercised in good faith. Supplier acknowledges that it may
have tax obligations outside of its state of residence or incorporation or the state from where it
operates, including specific tax reporting or filing obligations.

2.9 Labour law taxes. Each party (Buyer and Supplier) shall be responsible for, and shall pay
directly, all corporate income taxes and individual taxes and other social contributions (labour
law taxes) imposed on each party and their respective employees by the respective legislation
of the country of incorporation of each party.

3. RIGHT TO SET OFF

3.1 Buyer reserves the right to set off payments against any amount validly in dispute or owed to
Buyer by Supplier.

4. DELIVERY

4.1 Delivery terms. Without prejudice to Buyer’s rights and remedies herein, title to and risk for
the Goods shall pass to Buyer on confirmed delivery which shall only occur upon Buyer’s
representative signing a delivery document and Goods being delivered at Buyer’s premises or
designated delivery place as specified in the Purchase Order. Title to and risk for Services
shall pass to Buyer upon approved completion of the Services.

4.2 Incoterms. Unless otherwise provided in Schedule 1 (Specific Commercial Terms) delivery
terms for the Goods shall be DDP (Incoterms 2010) at the delivery point and on the date
stated in Schedule 1 together with all necessary customs invoices and delivery notes (issued
in duplicates in English), advice notes, bills of lading and other documents ordinarily
accompanying such Goods.

4.3 Deliver first, settle later. Irrespective of any events of dispute between Supplier and Buyer
including Buyer's non-payment due to any good faith dispute of any invoice issued by
Supplier, Supplier shall meet its obligation to deliver the Goods and Services and is not
entitled to any right of suspension or to withhold any Goods or Services to be delivered.

4.4 Delay notice. Any delay or expected delay in delivery shall instantly be communicated to
Buyer in writing together with new delivery date(s). If Buyer cannot accept the new delivery
date(s) Buyer is entitled, through written notice to Supplier to cancel the Purchase order in
part or in full.

4.5 Partial and early delivery. Partial and/or early delivery will only be accepted if agreed with
Buyer in advance and Buyer has the right to return Goods or deny delivery of Services at
Supplier’s cost. Any accepted partial and/or early delivery must be stated clearly on the
delivery notes and invoices. Partial and/or early delivery shall not oblige Buyer in any way to
make a partial and/or early approval of the Goods or Services or consideration as to whether
the delivered part of Goods or Services complies with Supplier`s obligations.

4.6 Liquidated damages. In the event of Supplier’s delay with respect to delivery of Goods or
Services, Supplier shall pay Buyer a sum by way of liquidated damages of 0.5% of the total
charges to be paid under the Agreement per day of delay. Any liquidated damages payable
shall be settled as part of the monthly invoicing by Supplier and/or the Supplier Group Entities
as applicable. The total liquidated damages payable pursuant to this Clause 4.6 cannot
exceed 10% of the total charges of the Purchase Order. The parties acknowledge that such
sum is a genuine pre-estimate of the minimum loss which will be suffered by Buyer in the
event of a delay and the Parties expect that this be treated as a measure of actual loss and
shall therefore not be treated as a penalty.

Version Number: V.1.1 Page 2 of 7

Issued Date: 16th July 2018
Purchase Order Terms & Conditions
Svitzer AMEA - Asia, Middle East & Africa

4.7 Other Remedies. In addition to Clause 4.6, in the event of a delay (being more than 24
(twenty-four) hours), recurring or persistent delay of the fulfilment of a Purchase order arising
as a result of the fault of the Supplier:

Buyer may

4.7.1 demand immediate delivery i.e. via the fastest reasonable (as determined by Buyer`s
sole discretion) means of transportation available at the cost of Supplier (airfreight included);
and/or

4.7.2 Supplier shall immediately, on Buyer’s request, be obligated at no extra cost to Buyer
to allocate such additional resources as may be required to overcome such delay and
communicate immediately the steps it has taken to Buyer and keep Buyer informed
throughout such remedial action; and/or

4.7.3 Cancel the Purchase order without any obligations and seek item from alternate
supplier

4.8 Damages in lieu of or in addition to liquidated damages. In the event a delay extends
beyond the maximum period for liquidated damages pursuant to Clause 4.6 agreed in respect
of the relevant PO, Buyer shall be entitled to claim at its discretion direct damages for either
(i) all relevant losses; or (ii) for the balance of any losses not paid for by means of the
liquidated damages.

5. WARRANTIES AND UNDERTAKINGS

5.1 Supplier’s warranties. Supplier warrants and undertakes that:

5.1.1 the Goods shall be new, of good quality and workmanship, free from defects and fit for
the intended purposes as known to the Parties including complying with any applicable
regulation and specifications and including applicable standards;

5.1.2 the Services shall be delivered in accordance with market standards and 1 st class
professional practices applicable to Supplier`s industry standards or such other level of
standards agreed between the Parties;

5.1.3 Goods and/or Services supplied shall have a warranty of one year from delivery date of the
relevant Goods/ services delivered under the Purchase Order. Any defect in the goods/
services within one year from delivery date will be treated as per Clause 7

5.1.4 the Goods and/or Services or any other right conferred to Buyer pursuant to this Agreement
do not infringe the rights of any third party; and

Supplier shall – as appropriate and relevant – have conducted any tests required prior to
delivery to demonstrate compliance with Clause 5.1

5. COMPLIANCE

5.1 General compliance. Supplier shall comply with and shall ensure that all Sub-contractors
comply with all national or international laws, rules, regulations, orders, conventions
including without limitation all relevant treaties and conventions, including those of the
International Maritime Organization or ordinances in force from time to time which are
applicable to (i) the delivery of Goods or performance of the Services, and (ii) where Goods
are produced and/or related to the provision, licensing, approval or certification hereof,
including but not limited to those relating to anti-corruption, foreign trade controls (including
but not limited to sanctions), occupational health and safety, environmental matters, wages,

Version Number: V.1.1 Page 3 of 7

Issued Date: 16th July 2018
Purchase Order Terms & Conditions
Svitzer AMEA - Asia, Middle East & Africa

working hours and conditions of employment, Sub-contractor selection, discrimination, data

protection and privacy. 

6. RESPONSIBLE PROCUREMENT

6.1 Code of Conduct. In addition to the obligations set out in Clause 5.1, Supplier shall respect
and commit to implement APMM’s Third Party Code of Conduct (“the Code”) as amended from time to
time and found at http://www.maersk.com/business/sustainability/third-party-code-of-conduct or
alternatively an internationally recognized standard within the areas of human rights, anti-corruption,
environment and labour, such as but not limited to United Nations Global Compact (UNGC) or and
Supplier agrees – if and when so requested - to provide necessary documentation as well as
accommodate any audit by APMM or Buyer in order to verify the same. The Supplier shall require
their own suppliers to implement similar rules and as appropriate pass on such requirements to their
sub-suppliers and so on. The original English version of the Code (as of August 2013) shall prevail in
the event of any disputes or discussions concerning the content and obligations of either Party.
Should the Supplier be unable to meet the listed requirements, the Supplier will agree to develop and
execute an improvement plan.

7. DEFECTS

7.1 Occurrence of Defect. A defect shall be deemed to exist in relation to the Goods or Services
if the Goods or Services are defective under the general principles of English law or if:

(a) the Goods or Services fail to meet the requirements set out in the Agreement;

(b) Supplier is in breach of a service level, or;

(c) the Goods or Services breach Supplier’s warranties as set out in Clause 5

7.2 Proportionate reduction. Buyer shall be entitled to a proportionate reduction of the price
and/or the fees payable for the Goods and/or Services in question where the Goods and/or
Services are defective and Supplier shall pay, or deduct a proportionate amount from such
agreed price or fees which Buyer has paid or shall pay in respect of that defective part of
those Goods and/or Services with due consideration to the actual reduction in the value and
benefit of the Goods and/or Services to Buyer.

7.3 Remedial work on breach of warranty. If Supplier is notified about a breach of warranty
claim, Supplier shall upon written request from Buyer promptly perform all corrective
measures (including the repair and replacement of Goods or supply of additional Services)
which are necessary to remedy any defects arising from any breach of warranty. All costs
and expenses incidental to remedying defects will be for the sole account of Supplier. If any
part of the Goods is defective Supplier shall, at no cost to Buyer, carry out such further
inspection or tests on other parts of the Goods which Buyer may reasonably require to
ensure that there are no similar parts of the Goods that are defective.

7.4 Step-in right. If Buyer decides that the timing or impact of the corrective measures will be
prejudicial to its interests or if Supplier fails to promptly correct any defective Goods or
redeliver Services in accordance with its obligations, Buyer may, subject to informing the
Supplier in writing and allowing 24 (twenty four) hours for the Supplier to propose an
alternative solution acceptable to Buyer, undertake Supplier’s responsibilities for such
corrective measures, which may include engaging a third party to carry out remedial work
and may either deduct from any amount due to Supplier or recover from Supplier all costs
reasonably and directly incurred by Buyer in undertaking the corrective measures, subject to
production of appropriate receipts and evidence. Any such work carried out by or on behalf
of Buyer shall not relieve Supplier of any warranty, obligation or liability hereunder.

Version Number: V.1.1 Page 4 of 7

Issued Date: 16th July 2018
Purchase Order Terms & Conditions
Svitzer AMEA - Asia, Middle East & Africa

7.5 Extension of warranty. Following Supplier’s remedy of a defect and/or re-delivery a new
warranty period of the same length as the original warranty period shall apply from the date
of delivery/re-delivery of any defective Goods or inadequate Services, provided that the new
warranty period in respect of any remedial work shall not extend beyond 36 (thirty-six)
months from the commencement of the original warranty period for the Goods delivered or
Services performed originally by Supplier.

7.6 Damages. The Parties to Purchase order and Buyer shall be liable for any direct damages
arising out of or relating to the performance or non-performance of their respective obligations
under the Agreement in accordance with the general principles of English law. Such losses
shall inter alia comprise direct additional operational and administrative cost and expenses,
direct costs related to the purchase of alternative Goods and Services and direct charges or
other fees relating to other Goods or Services or costs rendered unnecessary as a result of
any default by the Supplier. In the event the Parties have agreed to payment of liquidated
damages for delay pursuant to Clause 4.6 then such element shall not be subject to additional
direct damages unless the provisions of Clause 7 apply.

8. FORCE MAJEURE
8.1 Exemption from Liability
8.1.1 Neither Party shall be liable to the other Party for failure to fulfil its obligations when
prevented from doing so due to Force Majeure which has been notified in accordance with
this Clause.

8.1.2 For any PO, Force Majeure shall mean an external occurrence affecting the rights and
obligations of a Party and beyond the control of and not due to the fault, omission or
negligence of the Party affected and which said Party could not have foreseen or provided
against by exercising due diligence and/or by applying reasonable additional resources and
provided these criteria are fulfilled, comprising any of the following events:

(i) Riot, war invasion, act of foreign enemies, hostilities (whether war is declared or
not), acts of terrorism, piracy, civil war, rebellion, revolution, insurrection of
military or usurped power;

(ii) Ionising radiations or contamination by radioactivity from any nuclear fuel or from
any nuclear waste from combustion of nuclear fuel or radioactive toxic, explosive
or other hazardous properties of any explosive nuclear assembly or nuclear
component thereof;

Epidemics;

Earthquake, flood, fire, explosion and/or other natural physical disaster but excluding
other weather conditions as such, regardless of severity;

Maritime or aviation disasters; or

Any Government requisition, control or intervention, requirement or interference.

8.2 Notification and mitigation. If either Party is prevented from meeting its obligations due to
an event of Force Majeure, relief shall only be given if that Party:

8.2.1 gives written notice to the other Party as soon as reasonably practicable after the
commencement of the event or circumstances giving rise to the claim, confirming its intention
to claim relief under this Clause, describing the circumstances and nature of the event of
Force Majeure and the steps taken or to be taken by the affected party to overcome or reduce

Version Number: V.1.1 Page 5 of 7

Issued Date: 16th July 2018
Purchase Order Terms & Conditions
Svitzer AMEA - Asia, Middle East & Africa

the event of Force Majeure and its effects, including an estimate of the time required to
remedy the event of Force Majeure; and

8,2,2 takes all reasonable steps to overcome or mitigate the impact of the Force Majeure
event as soon as possible.

8.3 Force Majeure Termination. If a Party cannot fulfil its obligations in accordance with the
terms as stated in the PO by reason of an event of Force Majeure of a continuous duration of
30 days, the other Party may terminate any affected PO and neither Party shall have any
further claim against the other, except to the extent that actual delivery has been made under
such PO, where the Buyer shall pay the Supplier a fair value of the delivered Goods and/or
Services in accordance with this Agreement and as agreed between the Parties or, failing
agreement, as determined pursuant to Clause 9.

9. LAW, JURISDICTION AND DISPUTES

9.1 English law applies. Any POs and any non-contractual obligations arising out of or in
connection herewith shall be governed, construed and enforced in accordance with the laws
of England and Wales to the exclusion of any other law and without regard to any conflict of
law principles.

9.2 Mediation. Any dispute arising out of any PO including any dispute regarding the existence,
validity or termination thereof shall be settled by mediation arranged by The London Court of
International Arbitration (LCIA) in accordance with the rules on mediation adopted by LCIA and
in force at the time when such proceedings are commenced. Mediation shall not affect the
right of a party to initiate arbitration proceedings in accordance with the provisions below or to
take any other legal steps in relation to the dispute.

9.3 Arbitration. If the mediation proceedings are terminated without a settlement the dispute shall
be subject to arbitration arranged by The London Court of International Arbitration (LCIA) in
accordance with the rules of arbitration procedure adopted by LCIA in force at the time when
such proceedings are commenced. The venue for arbitration shall be London and the
proceedings shall be conducted in the English language. The arbitral award shall be final and
conclusive and binding on the parties.

Version Number: V.1.1 Page 6 of 7

Issued Date: 16th July 2018
Appendix 1: Invoice & Delivery Note Form
Svitzer AMEA - Asia, Middle East & Africa

All vendors are to complete and attach the Svitzer Invoice & Delivery Note Form as the first page of
the invoice submission. Invoices without this document as cover page will not be processed.

A. Purchase Order Information

Svitzer Company Name : AN001 - Svitzer Angola LDA

Svitzer Harbour (Operation) : Soyo
Purchase Order Number : PO 0092420615901
Purchase Order Job Task No : Please request this information from your Svitzer contact.
Purchase Order Date : 29-Dec-20
Purchase Order Currency : NAD – (Invoice in USD)
PO Amount (excl. taxes) : 203,525.00
Tax Amount 1 :      
Tax Amount 2 :      
Tax Amount 3 :      
Total PO Amount : 203,525.00

B. Supplier Information
Vendor No. : Please request this information from your Svitzer contact.
Vendor Name : General Diesel and Injection services
Bank Name : Standard Bank Namibia
Bank Account No. : 041395700
IBAN No. : Click or tap here to enter text.
SWIFT Code : SBNMNANX

C. Invoice Information
Invoice Number : C0013439
Invoice Date : 26-Nov-21
Invoice Currency : U.S. Dollars (USD)
Invoice Amount (excl. taxes) : 11,082.78
Tax Amount 1 :      
Tax Amount 2 :      
Tax Amount 3 :      
Total Invoice Amount : 11,082.78

D. Delivery Note (This section is to be filled by a Svitzer Employee upon reception of goods)
1. Have all line items been delivered exactly as specified in the PO? Yes No
2. Is this a partial invoice? Yes No
3. Does the PO amount match the invoiced amount? Yes No
Received Date :
Svitzer Employee Name & Signature :

Svitzer Vessel Stamp Vendor’s Company Stamp

(Vessel’s stamp is mandatory for payment)

Version Number: V.1.1 Page 7 of 7

Issued Date: 16th July 2018