CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN LIMITED SPECIAL CONDITIONS OF
CONTRACT TO LOGIC PURCHASE ORDER TERMS AND CONDITIONS (SHORT FORM) EDITION 2, DECEMBER 2005
CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN
LIMITED SPECIAL CONDITIONS OF CONTRACT TO THE LOGIC PURCHASE
ORDER TERMS AND CONDITIONS (SHORT FORM)
EDITION 2, DECEMBER 2005
The General Conditions contained in LOGIC Purchase Order Terms and Conditions (Short Form), Edition 2, December 2005,
shall be modified in the following manner:
SECTION A - GENERAL
1.
The definitions of AFFILIATE and PURCHASE ORDER given in Section
A1. Definitions
shall be deleted in
their entirety and replaced with the following:
‘“AFFILIATE” shall mean any subsidiary or parent or holding company of any company or any other subsidiary
of such parent or holding company. For the purpose of this definition, "subsidiary" and "holding company" shall
have the meanings assigned to them under Section 1159 and Schedule 6 of the Companies Act 2006, and a company
shall be treated, for the purposes only of the membership requirement contained in subsections 1159(1)(b) and (c),
as a member of another company even if its shares in that other company are registered in the name of (a) another
person (or its nominee) whether by way of security or in connection with the taking of security or (b) its nominee.”
““PURCHASE ORDER” shall mean the contract formed by the acceptance of a COMPANY issued purchase
order, which incorporates the LOGIC Purchase Order Terms and Conditions (Short Form) Edition 2, December
2005, as amended by these COMPANY special terms and conditions of contract.”
2.
Add new definitions for APPLICABLE LAWS, PERSONAL DATA and PROCESS to Section
A1. Definitions
as follows:
“APPLICABLE LAWS” mean laws, regulations, statutes, codes, rules, orders, permits, policies, licenses,
certifications, decrees, standards or interpretations imposed by any governmental authority that apply to this
PURCHASE ORDER.”
“PERSONAL DATA” means any information that can be used directly or indirectly, alone or in combination with
other information, to identify an individual.”
“PROCESS” (in any form) means the collection, recording, organization, storage, adaptation or alteration,
retrieval, consultation, use, disclosure, transmission, combination, blockage, erasure, destruction of, or any other
action performed on PERSONAL DATA.”
SECTION B - THE CONTRACTOR’S COMMITMENT TO THE COMPANY
3.
B7
Packing
The following sentence is added at the end of Clause B7:
“All material must be tagged/labelled with Order/Document Number and Material Number if known.”
4.
New Clause B13 is added as follows:
“B13 Data Privacy
Protection of PERSONAL DATA: CONTRACTOR will PROCESS all PERSONAL DATA it PROCESSES on
behalf of COMPANY in accordance with all applicable laws and COMPANY’s reasonable requests with respect
to protecting PERSONAL DATA, including but not limited to: restricting employee and agent/subcontractor
access to PERSONAL DATA, following COMPANY’s instructions in connection with PROCESSING
PERSONAL DATA, not disclosing PERSONAL DATA to any third party without COMPANY’s written
permission, applying appropriate security measures to protect PERSONAL DATA, and deleting any PERSONAL
DATA in its possession or control at the expiry or termination of this PURCHASE ORDER unless otherwise
agreed between the parties. In the event of any unauthorized, unlawful, and/or unintended PROCESSING, access,
disclosure, exposure, alteration, loss, or destruction of PERSONAL DATA, CONTRACTOR will immediately
notify COMPANY and cooperate with COMPANY’s reasonable requests to investigate and remediate such
incident and provide appropriate response and redress. “PERSONAL DATA” means any information that can be
used directly or indirectly, alone or in combination with other information, to identify an individual.”
CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN LIMITED SPECIAL CONDITIONS OF
CONTRACT TO LOGIC PURCHASE ORDER TERMS AND CONDITIONS (SHORT FORM) EDITION 2, DECEMBER 2005
5.
New Clause B14 is added as follows:
“B14
Bribery Act 2010
B14.1
(A)
CONTRACTOR shall:
i)
Comply with all applicable laws and regulations relating to anti-bribery and anti-corruption
including but not limited to the Bribery Act 2010 (Relevant Requirements);
ii)
not engage in any activity, practice or conduct which would constitute an offence under
sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been carried
out in the UK;
iii)
have and shall maintain in place throughout the term of this PURCHASE ORDER its own
policies and procedures, including but not limited to adequate procedures under the Bribery
Act 2010, to ensure compliance with the Relevant Requirements, and will enforce them where
appropriate; and
iv)
ensure that all persons associated with it or other persons who are performing services or
providing goods in connection with this PURCHASE ORDER comply with this Clause B14.1.
(B)
For the purpose of this Clause B14.1, the meaning of adequate procedures and whether a person
is associated with another person shall be determined in accordance with the Bribery Act 2010
(and any guidance issued under section 9 of that Act.)
(C)
CONTRACTOR shall immediately notify the COMPANY of any violation of this Clause B14.1
and shall immediately reimburse the COMPANY out of any and all monies paid by the
COMPANY to CONTRACTOR, in an amount equal to the amount of the payment or the value
of the gift which gives rise to such violation. CONTRACTOR shall hold the COMPANY
harmless for all losses and expenses arising out of such violation.
(D)
A breach of this Clause B14.1 shall be deemed a material breach of this PURCHASE ORDER.
Without prejudice to the foregoing and notwithstanding any other provision of this PURCHASE
ORDER, in the event of any violation of this Clause B14.1 the COMPANY may, at its sole
option, terminate this PURCHASE ORDER at any time and pay no compensation or
reimbursement to CONTRACTOR whatsoever for any WORK performed or expense incurred
after the date of such violation.
B14.2 Subcontractors. Before engaging any SUBCONTRACTOR in connection with the performance of the
WORK, CONTRACTOR shall obtain the express legally enforceable written agreement of that
SUBCONTRACTOR to comply with the provisions of this PURCHASE ORDER which stipulate
requirements for SUBCONTRACTORs or members of CONTRACTOR GROUP. CONTRACTOR shall
ensure that SUBCONTRACTORs comply with all such agreements.
B14.3 CONTRACTOR and its subcontractors and vendors of any tier shall maintain true and correct records in
connection with the WORK and all transactions related thereto and shall retain all such records for at least
twenty-four (24) months after termination of this PURCHASE ORDER. Any representative(s) authorized
by the COMPANY may audit any and all records of CONTRACTOR and any such subcontractor or vendor
for the sole purpose of determining whether there has been compliance with this Clause B14.
B14.4 CONTRACTOR shall save, indemnify, defend and hold harmless the COMPANY GROUP from and against
any claims, demands, causes of action, expenses, damages, losses, costs (including legal costs), fees, or
penalties arising from, relating to or in connection with any violation of Clause B14 by CONTRACTOR
GROUP.”
6.
New Clause B15 is added as follows:
“B15
Controls, Records and Inspection
CONTRACTOR shall ensure that all CONTRACTOR GROUP members establish and maintain all
internal controls and records that are necessary and appropriate in accordance with good management
practice (A) to ensure the accuracy and completeness of CONTRACTOR’s invoices and of the records
required to be kept under this PURCHASE ORDER and compliance with all obligations of
CONTRACTOR under this PURCHASE ORDER and (B) to record accurately and completely
CONTRACTOR’s performance, the calculation of all amounts payable by COMPANY, and the amounts
payable by CONTRACTOR GROUP members to other CONTRACTR GROUP members or others under
this PURCHASE ORDER. Up until 24 months from the end of the calendar year in which the DELIVERY
DATE occurs or the PURCHASE ORDER is terminated (or as regards Section D14, for the relevant
statutory period), (1) Contractor shall ensure that all members of CONTRACTOR GROUP retain these
records and (2) COMPANY may inspect at any time all records to confirm that the requirements of the
CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN LIMITED SPECIAL CONDITIONS OF
CONTRACT TO LOGIC PURCHASE ORDER TERMS AND CONDITIONS (SHORT FORM) EDITION 2, DECEMBER 2005
PURCHASE ORDER are met and whether CONTRACTOR GROUP members have satisfied their
payment obligations under this PURCHASE ORDER.”
SECTION C THE COMPANY’S COMMITMENT TO THE CONTRACTOR
7.
C5.
Price and Payment
The following sentence is added to the end of Clause C5
:
“Order Number must be quoted on invoice. Invoices without an Order Number will be returned unpaid.”
SECTION D OUR COMMITMENTS TO EACH OTHER
8.
D1.
Indemnity Arrangements
In Clause D1.1 (b) the words “or provided” are inserted after the word “employed”.
9.
New clause D1.5 is added as follows:
“D1.5 CONTRACTOR indemnifies COMPANY GROUP against claims, demands, causes of action, expenses,
damages, losses, costs (including legal costs), fees, or penalties that arise out of this PURCHASE ORDER which
relate to any breach of APPLICABLE LAWS by any member of CONTRACTOR GROUP.”
10.
D3.
Insurance
Clause D3 is deleted in its entirety and replaced with:
“D3.1
The CONTRACTOR shall arrange as a minimum the insurances set out in D3.2 below and ensure that they are in
full force and effect throughout the life of this PURCHASE ORDER. All such insurances shall be placed with
reputable and substantial insurers, satisfactory to the COMPANY, and shall for all insurances (including insurances
provided by subcontractors) other than Employers’ Liability Insurance / Workmen’s Compensation to the extent
of the liabilities assumed by the CONTRACTOR under this PURCHASE ORDER, include the COMPANY, CO
VENTURERS and its and their respective AFFILIATES as additional assureds. All insurances required under this
Clause D3 shall be endorsed to provide that underwriters waive any rights of recourse, including in particular
subrogation rights against the COMPANY, CO VENTURERS and its and their respective AFFILIATES in relation
to this PURCHASE ORDER to the extent of the liabilities assumed by the CONTRACTOR under this
PURCHASE ORDER. Such insurances shall also where possible, provide that the COMPANY shall be given not
less than thirty days prior written notice of cancellation of or material change to cover. The provisions of this
Clause D3 shall in no way limit the liability of the CONTRACTOR under this PURCHASE ORDER.
D3.2
The insurances required to be effected under Clause D3.1 shall be as follows (to the extent that they are relevant
to the GOODS):
(a)
Employer’s Liability and (where the jurisdiction of where the GOODS are to be made or under which the
employees employed requires the same) Worker’s Compensation insurance covering personal injury to or
death of the employees of the CONTRACTOR engaged in the provision of the GOODS to the greater of (i)
the minimum value required by any applicable legislation, including extended cover (where required) for
working offshore or (ii) five million pounds Sterling (£5,000,000) for any one incident or series of incidents
arising from one event.
(b)
General Third Party Liability insurance for any incident or series of incidents covering the operations of the
CONTRACTOR in the performance of this PURCHASE ORDER, in an amount not less than one million
pounds Sterling (£1,000,000) for any one incident or series of incidents arising from one event.
(c)
Third Party and passenger Liability insurance and other motor insurance as required by applicable
jurisdiction.
(d)
All Risks Insurance in respect of all equipment to be furnished by CONTRACTOR for or in connection with
the GOODS, with a limit of not less than full replacement value.
D3.3
The CONTRACTOR shall supply the COMPANY with evidence of such insurances on demand.
D3.4
The CONTRACTOR shall procure that subcontractors are insured to appropriate levels as may be relevant to their
work.”
CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN LIMITED SPECIAL CONDITIONS OF
CONTRACT TO LOGIC PURCHASE ORDER TERMS AND CONDITIONS (SHORT FORM) EDITION 2, DECEMBER 2005
11.
Clause
D4
Confidentiality
Clause D4 is deleted in its entirety and replaced with:
“The CONTRACTOR shall keep the terms of the PURCHASE ORDER and any information which the
CONTRACTOR learns about the COMPANY in strict confidence and will not disclose the same to any third party
without prior written consent of the COMPANY.”
12.
Clause
D7
Transfer of PURCHASE ORDER
Clause D7 is deleted in its entirety and replaced with:
“D7.1(a)
The COMPANY is entitled to assign this PURCHASE ORDER or any part of it or any benefit or interest in or
under it to any CO-VENTURER or AFFILIATE of the COMPANY. In addition the COMPANY may make any
such assignment to any other third party but only with the prior agreement of the CONTRACTOR, which shall not
unreasonably be withheld or delayed.
D7.1(b)
The CONTRACTOR undertakes that, in the event of any assignment described above, it will execute without delay
a formal assignment of interest in this PURCHASE ORDER to the relevant party, to be effective upon the written
assumption by the assignee of all obligations of the COMPANY under this PURCHASE ORDER.
D7.1(c)
The CONTRACTOR shall assign neither this PURCHASE ORDER nor any part of it nor any benefit or interest
in or under it without prior approval of the COMPANY, which shall not unreasonably by withheld or delayed.
D7.1 (d)
The CONTRACTOR shall not sub-contract the whole or any part of its obligations under this PURCHASE
ORDER to any other person, without first obtaining the COMPANY’s prior consent.”
13.
New Clause
D13 - Customs and Excise is added as follows:
“D13.1
When applicable the COMPANY and the CONTRACTOR shall each apply to HM Revenue and Customs for
Shipwork End Use (SEU) and shall where appropriate apply Inwards Processing Relief (IPR), Outward Processing
Relief (OPR) and Returned Goods Relief (RGR) for their respective import, export and re-import of materials,
goods, tools, equipment and supplies required for this PURCHASE ORDER.
D13.2
The CONTRACTOR undertakes to import, export, re-import any items for the GOODS which are subject to
customs control in such a way as to enable maximum advantage to be taken of HM Revenue and Customs
Procedures.
D13.3
The COMPANY and the CONTRACTOR shall each comply with applicable customs regulations and procedures
for their respective export to the WORKPOINT and re-import from the WORKPOINT of all materials, goods,
tools, equipment and supplies to be provided under this PURCHASE ORDER.
D13.4
The COMPANY and CONTRACTOR shall each respectively be accountable and liable for compliance with
customs procedures based on each party being a customs authorised trader and which party is in possession (not
ownership) of the items subject to customs control at any given time.
D13.5
For the purpose of this Clause D13, “WORKPOINT” shall mean an onshore or offshore location or vessel from
which the exploration or exploitation of oil and /or gas is carried out.
D13.6
The CONTRACTOR shall pay and make payment at such times when due and payable, all import/export taxes
and duties on materials, goods, tools, equipment and supplies required for this PURCHASE ORDER and imported
or exported by the CONTRACTOR. The CONTRACTOR will be responsible for ensuring that it holds the
necessary import/export licences issued by the relevant authorities, and/or notify the COMPANY that said licenses
are required when transferring ownership.
CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN LIMITED SPECIAL CONDITIONS OF
CONTRACT TO LOGIC PURCHASE ORDER TERMS AND CONDITIONS (SHORT FORM) EDITION 2, DECEMBER 2005
D13.7
Where equipment and materials are sold to the COMPANY under this PURCHASE ORDER the CONTRACTOR
shall:
(a)
prepare and provide to the COMPANY full documentation to show and rectify all information regarding
items subject to customs control, including the origin, customs status and customs commodity code number
as may be necessary for the COMPANY to minimise or nullify the effects of customs duty on such items;
and
(b)
make available on a confidential basis to HM Revenue and Customs all data reasonably necessary to enable
the CONTRACTOR to obtain maximum benefits in terms of reliefs and shall pass all such benefits in full
to the COMPANY; and
(c)
inform the COMPANY without delay if the CONTRACTOR is unsuccessful in any application for reliefs.
In such event, the COMPANY shall have the option to import or export or re-import any items affected
under its own authorised procedure.
D13.8
Export Compliance: To ensure compliance with U.S. export regulations, CONTRACTOR must notify COMPANY
of the Export Control Classification Number (‘ECCN’) of every product purchased for export from the U.S. The
ECCN must also be specified in the shipping documents provided by CONTRACTOR. CONTRACTOR must
further identify all products purchased for the destination specified in this PURCHASE ORDER. If a license(s) is
required, CONTRACTOR shall provide all requisite information to enable COMPANY to apply for and obtain
the required license(s).”
14.
New Clause
D14 Taxes is added as follows:
“D14.1
The CONTRACTOR shall, in accordance with the provisions in Clause D10, and except as may otherwise be
stated in the PURCHASE ORDER, be responsible for:
(a)
the payment of all taxes, duties, levies charges and contributions (and any interest or penalties thereon) for
which the CONTRACTOR is liable as imposed by any appropriate government authority whether of the
United Kingdom or elsewhere, whether or not they are calculated by reference to wages, salaries, benefits
or expenses and other remuneration paid directly or indirectly to persons engaged or employed by the
CONTRACTOR; and
(b)
the payment of all taxes, duties, levies, charges and contributions (and any interest or penalties thereon)
including but not limited to income, profits, corporation taxes and taxes on capital gains, turnover and
added value taxes for which the CONTRACTOR is liable, whether arising in the United Kingdom, its
territorial waters, its continental shelf or elsewhere, now or hereafter levied or imposed by any appropriate
government authority whether of United Kingdom or elsewhere, arising from this PURCHASE ORDER;
and
(c)
compliance with all statutory obligations to make deductions on account of and to remit the required
amounts to any appropriate government authority whether of the United Kingdom or elsewhere, including,
but not limited to income tax, PAYE, national insurance, employee taxes, charges, social security costs,
levies and contributions whether or not they are measured by wages, salaries or other remuneration or
benefits paid to persons employed by the CONTRACTOR, or persons providing services in connection
with the PURCHASE ORDER to the CONTRACTOR, and the imposition of a similar obligation upon all
subcontractors or any other persons employed by them or providing services to them in connection with
this PURCHASE ORDER; and
(d)
ensuring that any subcontractor or any other person employed, or providing services on or in connection
with this PURCHASE ORDER shall comply with this Clause D14.
D14.2
The CONTRACTOR shall supply to the COMPANY all such information, in connection with activities under this
PURCHASE ORDER, as is necessary to enable the COMPANY to comply with the lawful demands for such
information by any appropriate government authority whether of the United Kingdom or elsewhere.
Where the CONTRACTOR, any subcontractor or any other person employed by them, or providing services to
them or in connection with this PURCHASE ORDER, is or any be liable for tax as a result of the operation of
Section 38 Finance Act 1973 and/or Section 830 of the Income and Corporation Taxes Act 1988 (hereinafter in
this Clause D13 the ‘ICTA’ ) and /or Section 276 Taxation of Chargeable Gains Act 1992, and if such a person,
within 45 days of the effective date of commencement of the PURCHASE ORDER, is not able to exhibit to the
reasonable satisfaction of the COMPANY that the person is ‘resident’ for tax purposes within the United Kingdom,
the CONTRACTOR shall, where this PURCHASE ORDER or any part thereof is to be performed within the
United Kingdom and/or within a ‘designated area’ obtain for itself and procure that any such subcontractor or any
other person employed by them, or providing services to them on or in connection with this PURCHASE ORDER,
obtains a United Kingdom Inland Revenue Certificate of Exemption in favour of the COMPANY in accordance
CHEVRON NORTH SEA HOLDINGS LIMITED AND CHEVRON BRITAIN LIMITED SPECIAL CONDITIONS OF
CONTRACT TO LOGIC PURCHASE ORDER TERMS AND CONDITIONS (SHORT FORM) EDITION 2, DECEMBER 2005
with the provisions of paragraph 7 of the Schedule 15 Finance Act 1973 and any statutory amendment thereto.
The CONTRACTOR shall immediately upon receipt of thereof, forward such certificate to the COMPANY or
where such certificate is refused, the CONTRACTOR shall upon being so informed, immediately notify the
COMPANY of such refusal. In the event that the person ceases to be so resident or such Certificate of Exemption
is cancelled the CONTRACTOR shall immediately advise the COMPANY of such event.
If such Certificate of Exemption is not obtained within 45 days of the effective date of commencement of the
PURCHASE ORDER, or having been obtained is subsequently withdrawn, the COMPANY shall have the right
to make deductions from any amounts due to the CONTRACTOR up to the maximum estimated potential tax
liability arising to the person or persons whose Certificate of Exemption has not been obtained or has been
withdrawn, as reasonably computed by the COMPANY, arising out of this PURCHASE ORDER.
If such deductions are made by the COMPANY, these shall be paid to CONTRACTOR on receipt by the
COMPANY of satisfactory evidence that the CONTRACTOR, subcontractor or other person employed by them
or providing services to them on or in connection with this PURCHASE ORDER has paid all taxes arising out of
the PURCHASE ORDER and the Board of Inland Revenue will not be serving a notice on the COMPANY under
paragraph 4 of Schedule 15 Finance Act 1973.
‘designated area’ shall for the purpose of Clause 14.2 bear the same meaning as that given in Section 38 Finance
Act 1973 and /or Section 830 of the ICTA and/or Section 276 Taxation of Chargeable Gains Act 1992.
‘resident’ shall for the purpose of this Clause 14.2 mean that the company or person is regarded by the Inland
Revenue as United Kingdom resident.
D14.3
The CONTRACTOR shall save, indemnify, defend and hold harmless the COMPANY against all levies, charges,
contributions and taxes of the type referred to in this Clause and any interest or penalty thereon which may be
assessed, by any appropriate government authority whether of the United Kingdom or elsewhere, on the
CONTRACTOR GROUP in connection with this PURCHASE ORDER and from all costs reasonably incurred in
connection therewith.
D14.4
If the COMPANY receives a notice requiring it to pay any levies, charges, contributions or taxes of the types
referred to in the Clause and /or any interest or penalty thereon whether with respect to the CONTRACTOR, any
subcontractor, their respective AFFILIATES or any person employed by the CONTRACTOR or any subcontractor
or providing an services to the CONTRACTOR or any subcontractor or in connection with this PURCHASE
ORDER, the COMPANY shall forthwith notify the CONTRACTOR who shall work with the COMPANY to make
all reasonable endeavours to make any valid appeal against such payment, the COMPANY may recover from the
CONTRACTOR any such sums and all costs reasonably incurred in connection therewith and the CONTRACTOR
shall within 14 days of receiving written notice from the COMPANY pay to the COMPANY any such sum or the
COMPANY shall be entitled to deduct such sums from any monies due, or which may become due, to the
CONTRACTOR.
D14.5
The COMPANY shall save, indemnify, defend and hold harmless the CONTRACTOR against levies, charges,
contributions and taxes of the type referred to in this Clause and any interest or penalty thereon which may be
assessed, by any appropriate government authority whether of the United Kingdom or elsewhere, on the
COMPANY in connection with this PURCHASE ORDER and from all costs incurred in connection therewith,
other than those taxes and other matters referred to above which the provisions of this Clause allow the COMPANY
to recover from the CONTRACTOR.”
15.
New Clause
D16 Laws and Regulations
is added as follows
:
“D16.1
The CONTRACTOR shall comply with all applicable laws, rules and regulations of any governmental or
regulatory body having jurisdiction over the GOODS and or the location where the GOODS are to be utilised.
D16.2
The CONTRACTOR shall obtain all licences, permits, temporary permits and authorisations required by the
applicable laws, rules and regulations for the GOODS, save to the extent that the same can only be legally obtained
by the COMPANY.”
