PO Terms Conditions For Purchases From Third Party Suppliers

PO Terms Conditions For Purchases From Third Party Suppliers
s
1.
Scope
Purchase Order Terms & Conditions
6.
6.1. The Purchaser shall be under no liability for failure to accept
the deliveries of goods, if such acts of failure are due to any
act of God, fire, earthquake, floods, or any natural
calamities or transportation embargoes, civil commotion,
riots, violence, acts of terrorists, state enemies, or any other
similar reasons or circumstances beyond the control of the
Purchaser.
1.1. This Purchase Order shall constitute the contract (“order”).
1.2. No verbal agreements amending the terms of this order
are valid unless both the Purchaser and the Supplier duly
confirm them in writing.
2.
Packing
Goods processed and supplied against this order must be
properly packed and dispatched conforming to special
instructions, if any, given for safe transport by road/rail/air/water
to the specified destination.
6.2. Such occurrences shall be informed in writing by the
Supplier.
7.
In case of dangerous goods, the Supplier shall submit details of
packing and transportation plan to Purchaser for confirmation
prior to shipment.
3.
Price
7.2. The Purchaser reserves the rights to inspect the material
at any stage during manufacture or supply and reject such
portion thereof as may be found defective or not in
conformity with the specification or not fit for their
intended purpose without invalidating the remainder of the
order, if so desired by the Purchaser. All rejected material
shall be removed by the Supplier at its own costs within
15 days from the date of rejection note / intimation /
Challan posted by the Purchaser to the Supplier. In case
of any failure due to any reasons to remove the
goods/material the Purchaser shall have all rights to
remove the defective materials/goods from the
Purchaser’s/its customer’s premises and discard it.
3.2. For deliveries involving installation, commissioning or
services the transfer of risk occurs on acceptance and for
deliveries not involving installation or commissioning, the
transfer of risk shall be upon receipt by the Purchaser at
the designated place of receipt.
3.3. For pricing ex works or ex warehouse of the Supplier,
transport shall in each case be at the lowest possible cost,
insofar as the Purchaser has not requested a particular
method of delivery. Any supplementary costs arising from
non-conformity with the transport requirements shall be
borne by the Supplier. Where the price is quoted free to
the recipient, the Purchaser may also determine the
method of transportation. Any supplementary costs arising
from the need to meet the delivery deadline by way of
expedited delivery shall be borne by the Supplier.
7.3. The Purchaser under no circumstances will be liable or
held accountable for any damage, loss, deterioration of
the rejected materials/goods for discarding the
material/goods, or for any value for it. The Purchaser shall
also be entitled to charge an amount of 5% (of the value
of rejected materials) per every week of the delay towards
storage charges.
Delivery
4.1. Delivery time is the essence of this order and must be
strictly adhered to. If the Supplier fails to deliver the goods
in time, the Purchaser may, at its sole discretion:
(a) treat the order as cancelled at any time and recover any
loss or damage from the Supplier;
(b) purchase the goods ordered or any part thereof from
other sources on the Supplier’s account , in which case,
the Supplier shall be liable to pay the Purchaser not
only the difference between the price at which such
goods have been actually purchased and the price
calculated at the rate set out in this order, but also any
other loss or damage the Purchaser may suffer;
(c) without prejudice to above provision Purchaser may
accept late delivery, subject to a deduction in payment
of 1% of the total order price for every week or part
thereof of the delay, towards liquidated damages,
subject to maximum deduction of 10% of the order
price.
4.2. For the purpose of establishing the timeliness for
deliveries involving installation, commissioning or
rectification services, the relevant point in time shall be the
date of acceptance.
5.
Order and Confirmation of Order
5.1. The Purchaser may cancel the order if the Supplier has
not confirmed acceptance of the order (confirmation) in
writing within two weeks of receipt. If the terms of the
confirmation vary from the terms of the order, the
Purchaser is only bound thereby if it agrees to such
variation in writing.
5.2. Any amendments or additions or alterations to the order
shall only be effective if the Purchaser confirms such in
writing
Examination/Rejection of Goods
7.1. All materials duly processed and supplied against the
order should conform to latest Indian Standards, it should
be new, merchantable quality, fit for their intended
purpose and should be in line with “Quality Assurance
Plan”, if any, which has to be approved in advance by the
Purchaser. All such materials will be subject to inspection
and approval by the Purchaser, either at the Supplier’s
premises and/or at the place of delivery indicated by the
Purchaser.
3.1. The prices governing this order shall for all purposes,
remain firm unless otherwise agreed to specifically in writing
by the Purchaser and shall be inclusive of packing and free
delivery at Purchaser’s warehouse/godown /works or any
place specified in the order.
4.
Force Majeure
8.
Product Warranty
8.1. The said good/services processed and delivered by the
Supplier shall be made out of good quality bought out
components/materials, as acceptable to the Purchaser and
it should have standard/excellent workmanship and fit for
their intended purpose.
8.2. The said goods/services delivered by the Supplier shall be
identical to the sample specification given by the Supplier.
8.3. Where the said goods/services delivered by the Supplier to
the Purchaser is according to sample as well as certain
specification/description, if any, the said goods/services
actually processed and delivered, shall match not only with
the
said
sample,
but
also
with
the
said
specification/description.
8.4. If deficiency is identified before or during the transfer of risk
or during the Guarantee Period set out in Clause 17 the
Supplier must at its own expense and at the discretion of
the Purchaser either repair the deficiency or provide reperformance of the Services or replacement of delivery.
This provision also applies to delivery subject to inspection
by sample test. The discretion of the Purchaser shall be
exercised fairly and reasonably.
8.5. Should the Supplier fail to rectify (i. e. repair or
replacement) any deficiency within a reasonable time
period set by the Purchaser, the Purchaser is entitled to:
cancel the order in whole or in part without being subject
to any liability for damages; or demand a reduction in
price; or undertake itself any repair at the expense of the
Supplier or re-performance of services or replacement of
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deliveries or arrange for such to be done; and claim
damages in lieu of performance.
8.6.If the Supplier provides subsequent performance or repairs,
the warranty periods set out in section 17 shall begin to run
once again from the date of repair or replacement of the
defective goods or services.
9.
Bills/Challan
9.1.
9.2.
The bills for supplies must be submitted in triplicate duly
bearing the Supplier’s sale tax registration numbers,
supported with the required forms as specified in the order
and showing the description of material , quantity,
Purchase Order no. Supplier code number, challan no.
and date , GRN number with date, Excise duty gate pass
number with date, and value wherever applicable.
The bill must be accompanied by the Supplier’s challan
duty receipted by the Purchaser/consignee. Challan
accompanying the goods/services should indicate the
Purchase Order no. and date, gate pass number, date and
value etc. wherever applicable.
10. Excess Supply
10.1. The specific quantity ordered shall not be changed without
the Purchaser’s written consent. Any loss or damage
which the Purchaser may suffer on account of
excess/short supply,if any will be to the Supplier’s account
in full.
10.2. Quantum of allowable excess/short supplies shall be
agreed in the order.
10.3. However, the Purchaser reserves the right to vary the
quantity upto +/-15% of the ordered quantity, without any
price implication.
11. Payment
11.1. Payment of service/processing charges for goods
delivered, provided they are not rejected by the
Purchaser/consignee shall be made as per the terms
stated in the order. Payment falls due after the
stipulated/agreed credit period from the date of receipt of
materials or from the date of receipt of bills, whichever is
later. Bills should be submitted within 4 days from the date
of delivery. The Purchaser shall at all point of time have all
rights to deduct from any unpaid bills, debit notes falling
due in case any goods/services are rejected on line and/or
any claims for deductions are raised on the Supplier.
11.2. Insofar as the Supplier is required to provide material
testing, test records or quality control documents or any
other documentation, such shall be a part of the
requirements of the completeness of the delivery or
performance.
12. Ownership
Save as otherwise provided in this order, no right, title or interest
shall be passed on to the Supplier by virtue of these presents, in
the products/raw materials
machines/tools/drawings etc.,
furnished by the Purchaser to the Supplier, for rendering the
processing services. The Supplier shall, at no time, contest or
challenge our said and exclusive rights, title and interest in the
said products/raw materials/ machines/tools/drawings etc.
13. Encumbrance
The Supplier shall not sell, assign, sub-let, pledge, hypothecate
or otherwise encumber or suffer a lien upon or against the said
product/raw materials/ machines tools/ drawings etc. and the
Supplier shall undertake to abide by the same.
14. Trade Mark/Brand Label/Copyrights/Packing
All Intellectual Property rights inter alia Trade Marks/Brand
Names/ Labels or Packing or other rights belonging to the
Purchaser in relation to the processed goods/products shall
remain the property of Purchaser and at no time during the
currency of this order or after the termination thereof, the
Supplier shall be entitled to claim any rights to or interest in any
Purchase Order Terms & Conditions
such Intellectual Property rights or other rights belonging to the
Purchaser.
15. Secrecy
15.1. If for the contractual work/goods/services the Purchaser
furnishes the Supplier with any drawings, dies, discs,
documents etc. or these are made by the Supplier
himself, the same shall be kept strictly confidential by the
Supplier and shall be used by it only for the contractual
work.
15.2. On demand by the Purchaser at any time or on
completion of the contractual work, , the Purchaser’s
drawings, dies etc. shall be returned forthwith by the
Supplier to the Purchaser. The Supplier shall under no
circumstances, allow the drawings, dies, etc. made for
the contractual work to be used by a third party. The
Supplier shall also not make supplies of the articles
made with the help of these drawings, dies, etc. to any
party other than the Purchaser.
16. Patents
The Supplier shall indemnify and keep the Purchaser, its
Director, Employee and respective customers indemnified
against all losses or damages arising from any infringement of
any patent in respect of any goods processed and supplied by
the Supplier against this order. In addition, all litigation costs, if
any, suffered by the Purchaser as a result of any patent suit
shall be reimbursed to the Purchaser by the Supplier forthwith.
17. Guarantee
The Supplier shall be bound to repair/replace free of cost any
materials/goods/assets/services processed and supplied by
him, which become defective due to faulty design, material or
workmanship or any other reason within 18 months from the
date of completion of final installation & commissioning or 24
months from the date of delivery whichever is earlier. In all
such cases the to and fro freight and insurance charges will be
to the Supplier’s account.
18. Non- Performance
18.1. The Purchaser reserves the right to cancel this order or
any portion thereof if supplies do not conform to the
specifications and/or if deliveries are not made as
stipulated. The decision of the Purchaser as to whether
the supplies conform to the specifications and, or
deliveries are made as stipulated, shall be final and
binding on the Supplier.
18.2. In addition, the Purchaser shall have the right to
purchase/avail the goods/services ordered or any part
thereof from other sources on the Supplier’s account, in
which case the Supplier shall be liable to pay the
Purchaser not only the difference between the price at
which such goods have been actually purchased and the
price calculated at the rate set out in this order, but also
any other loss or damage the Purchaser may suffer.
19. Duty to Verify Title/Duty to Inform
It is essential that the products are delivered free of any third
party rights. Thus the Supplier is under a duty to verify title and
inform the Purchaser of any possible conflicting industrial and
intellectual property rights. Any breach of such duty is subject
to the normal statutory limitation period.
20. Subcontracting to Third Parties
Subcontracting/assigning to third parties shall not take place
either in whole or in part without the prior written consent of the
Purchaser, which the Purchaser may grant or deny as per its
discretion and violation of same shall entitle the Purchaser to
cancel this order in whole or in part and claim damages.
21. Provided Material
21.1. Material provided by the Purchaser remains the property
of the Purchaser and is to be stored, labelled and
administered separately at no cost to the Purchaser.
Their use is limited to the orders of the Purchaser only.
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The Supplier shall supply replacements in the event of
reduction of value or loss, for which Supplier is
responsible, even in the event of simple negligence. This
also applies to the transfer of allocated material.
21.2. Any processing or transformation of the material shall
take place for the Purchaser. The Purchaser shall
immediately become owner of the new or transformed
product. Should this be impossible for legal reasons, the
Purchaser and Supplier hereby agree that the Purchaser
shall be the owner of the new product at all times during
the processing or transformation. The Supplier shall keep
the new product safe for the Purchaser at no extra cost
and in so doing exercise the duty of care of a merchant.
21.3. Environmental Protection, Duties to Declare [Applicable for suppliers of Direct material incl. OEM,
packaging material & operating supplies (Indirect
Material)].
Should supplier deliver products, which are subject to
statutorily-imposed substance restrictions and/ or information
requirements (e.g. REACH, RoHS), supplier shall declare such
substances
in
the
web
database
BOM
check
(www.BOMcheck.net) or in a reasonable format provided by
Purchaser no later than the date of first delivery of products.
The foregoing shall only apply with respect to laws which are
applicable at the registered seat of supplier or Purchaser or at
the designated place of delivery requested by Purchaser.
Furthermore, supplier shall also declare all substances which
are set out in the so-called “Purchaser’s list of declarable
Substances” applicable at the time of delivery in the manner
described above.
22. Termination
In addition to other rights and remedies the Purchaser may
have, the Purchaser may terminate this order in case of breach
of any terms and conditions of this order by the Supplier.
However, provided that Supplier’s breach is capable of remedy,
Purchaser’s right to terminate is subject to the proviso that such
breach has not been remedied by the Supplier within a
reasonable grace period set by the Purchaser.
The Purchaser shall be entitled to terminate this order by giving
30 days Notice to the Supplier in that behalf, without assigning
any reason therefore. All the obligations undertaken prior to
such termination shall survive. After receipt of such a notice,
the Supplier shall not process the said products and forthwith
hand over all the machines/tools/drawings etc. which are in the
Supplier’s custody, along with the product processed by the
Supplier and remaining the Supplier’s custody.
The Purchaser may at any time instruct the Supplier to
suspend part or all of the supply and/or services of goods.
During suspension the Supplier, without any cost to the
Purchaser, shall protect, store and secure such part or all of
the work or goods against any deterioration, loss or damage or
other losses. All work so stopped shall be resumed by the
Supplier based on a schedule to be mutually agreed upon
between the Purchaser and the Supplier.
It is further agreed between the parties that breach of this order
shall, at the option of the Purchase, constitute breach of the
other order/s with the Supplier, which will confer a right on the
Purchaser to terminate the other order/s also at the risk and
cost of the Supplier.
23. Right of Entry
The Purchaser shall have right to enter Supplier place of
processing or any other premises at any time, with or without
any prior intimation. It has also been agreed upon that in the
event of failure on Suppliers part to process the said product as
per Purchaser’s requirement for whatever reasons, the Supplier
shall unconditionally allow the Purchaser to enter the premises
for getting the unfinished job completed either by the Purchaser
or any other party at Suppliers end.
Purchase Order Terms & Conditions
24. Other Conditions
24.1. The Supplier shall use the machines/ tools/ drawings/
specifications etc. provided to the Supplier exclusively for
processing the Purchaser’s products, and the same shall
not be used by the Supplier for any other purpose.
24.2. The machines/tools/raw material etc. provided by the
Purchaser to the Supplier shall remain in Supplier’s
custody as a bailee and the Supplier shall forthwith return
the said products/raw materials/machines/tools to the
Purchaser on being so called upon by the Purchaser. On
being unable to fulfil the contractual obligations
envisaged herein, the Supplier shall not dispute the
monetary value of the machines/tools/raw material etc.
decided by the Purchaser and the Supplier hereby
undertake unconditionally and irrevocably on demand
without demur to pay the same to the Purchaser. The
total amount determined by the Purchaser for the
material lying with the Supplier shall be admitted by the
Supplier as the dues payable by the Supplier to the
Purchaser in terms of money.
24.3. Adherence to the various provisions under all the
statutory legislations in respect of this Agreement
including but not limited to the Legal Metrology Act &
Rules shall be complied with by the Supplier.
24.4. In the event of any terms and conditions given by the
Supplier are at variance with these terms and conditions,
then these terms and condition shall prevail. However if
there is any valid contract subsisting between the parties
then the agreed contractual terms and conditions will
supersede the general terms of the PO, in event of any
conflict or otherwise.
25. Dispute Resolution
25.1. All disputes arising out of or in connection with this order,
including any question regarding its existence, validity or
termination, shall, unless amicably settled between the
parties, be finally settled by arbitration. The parties shall
mutually agree and appoint a sole arbitrator.
Notwithstanding to what is stated above, if the parties
cannot mutually agree on arbitrator within 4(four) weeks
from the date of invocation of arbitration, then the
Arbitrator shall be appointed in accordance with rule of
Arbitration and Conciliation Act 1996. The arbitration
proceedings shall be conducted as per the Arbitration
and Conciliation Act 1996, and any modifications thereto
and re-enactments thereof. The seat of arbitration shall
be Mumbai. The language to be used in arbitration
proceedings shall be English.
25.2. Each party submits to the jurisdiction of courts of Mumbai
for the purposes only of compelling compliance with the
above arbitration provisions and for enforcement of any
arbitration award made in accordance with the above
provision
26. Applicable Law
All sums payable by the Purchaser to the Supplier or by the
Supplier to the Purchaser under this order shall be due and
payable at the Purchaser’s office. This order shall be governed
by and construed in accordance with the laws of India.
27. Inability to Pay/Insolvency of the Supplier
Should the Supplier cease to make payments, or if an interim
insolvency administrator is appointed or if insolvency
proceedings are commenced in relation to the assets of the
Supplier, the Purchaser may terminate the order and/or any
purchase orders issued thereunder. In the event of termination
the Purchaser may continue to utilize existing facilities,
deliveries or services already performed by the Supplier in
exchange for reasonable payment.
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28. Service Orders
It is agreed by and between the parties that in the event of the
job being a service contract, these Terms and Conditions shall
be applicable to the same mutatis mutandis. Service level
agreements, if applicable, will be as specifically mentioned in
the body of the Purchase Order.
29. Code of Conduct
29.1. The Supplier is obliged to comply with the applicable
legal systems in force. In particular, the Supplier will not
engage, actively or passively, nor directly or indirectly in
any form of bribery, in any violation of basic human rights
of employees or any child labour. Moreover, the Supplier
will take responsibility for the health & safety of its
employees. The Supplier will act in accordance with the
applicable environmental laws and will use best efforts to
promote the Code of Conduct among its Suppliers. The
supplier should practice national and international
competition laws and not to participate in price fixing, bid
rigging with competitors. The supplier shall avoid conflict
of interest that can influence business relationship and
use of raw materials which directly or indirectly finance
armed groups who violate human rights.
29.2. The Supplier shall provide the necessary organizational
instructions and take measures, particularly with regard
to the following security: premises security, packaging
and transport, business partner, personnel and
information - in order to guarantee the security in the
supply chain according to the requirements of respective
internationally recognized initiatives. The Supplier shall
protect the goods and services provided to the
Purchaser’ customer or provided to third parties
designated by the customer against unauthorized access
and manipulation. The Supplier shall only deploy reliable
personnel for those goods and services and shall
obligate any sub-suppliers to take equivalent security
measures.
29.3. In addition to other rights and remedies the Purchaser
may have, the Purchaser may terminate the order and/or
any purchase order issued thereunder in case of breach
of these obligations by the Supplier. However, provided
that Supplier’s breach of contract is capable of remedy,
Purchaser’s right to terminate is subject to the proviso
that such breach has not been remedied by the Supplier
within a reasonable grace period set by the Purchaser.
30. Reservation Clause
Purchaser’s obligation to fulfil this order is subject to the
proviso that the fulfilment is not prevented by any impediments
arising out of national and international foreign trade and
customs requirements or any embargos or other sanctions.
Purchase Order Terms & Conditions
order; making payments; maintaining and analysing its
vendor data base; and to perform credit, compliance and
other checks.
31.4. Supplier consents to the Purchaser collecting, using,
disclosing and transferring such personal information as
outlined above.
32. Environment Health and Safety (“ EHS”) (This clause shall
be applicable only to Site Suppliers/Contractors who are
supplying the goods and also performing the site services
or who are performing the site services only at
Purchaser’s site or Purchaser’s customer site, or both)
32.1. The Supplier shall:
(a) give the highest regard to EHS to avoid any injury to
any person and damage to any property;
(b) ensure that the management of EHS is an integral and
visible part of its work planning and execution
processes;
(c) strive for continuous improvement of its EHS
performance;
(d) obtain Purchaser’s Corporate EHS Policy, understand
and implement the applicable content of this policy;
(e) follow all applicable requirements of Purchaser’s
Corporate EHS policy;
(f) monitor and evaluate its safety performance to
effectively take such actions as appropriate to rectify or
improve its overall safety performance;
(g) ensure that it complies with all applicable EHS laws
and any EHS requirements of the Purchaser in force
from time to time.
(h) Ensure that in case Purchaser produces a safety and
health documentation for the site (Occupational Safety
Plan) and provides Supplier with a copy of the
Occupational Safety Plan, Supplier shall confirm receipt
thereof in writing and comply with the regulations
contained therein. The same shall apply to updates of
the Occupational Safety Plan which Purchaser may
produce as it deems necessary. Supplier shall ensure
that its direct and indirect subcontractors employed to
perform the Works commit themselves to the
Occupational Safety Plan and its updates. The supplier
shall commit to this clause to avoid any injury to any
persons who are legally on the work site including
personnel, Purchaser’s personnel and visitors.
32.2. Specific Requirements for sites:
Without limiting the foregoing, Supplier shall, when
working on Purchaser’s or project sites:
(a)
(b)
31. Data Privacy
31.1. In the course of Purchaser’s dealings with Supplier,
Purchaser may collect personal information of the
Supplier, its employees, directors and officers.
31.2. The Purchaser may disclose and transfer personal
information of the Supplier, its employees, directors and
officers to regulators and to its customers, suppliers,
contractors, employees, service providers and affiliated
companies. Supplier, its employees, directors and
officers may access and seek correction of personal
information held by Purchaser about them upon written
request.
31.3. The purpose of such data collection, use, disclosure and
transfer of such personal information is to enable the
Purchaser to comply with the law and to conduct its
business including without limitation supply of equipment
and services to its customers; processing the purchaser
(c)
(d)
(e)
(f)
ensure that hazardous materials, including those it is
required to handle, are collected, stored, disposed of
or recycled in an environmentally sound manner.
appoint competent and experienced persons at the
Purchaser’s or its customer’s premises, who are
trained for fire fighting, safety in their job and make
their training record available to Purchaser
immediately upon request and take part in safety
discussions regularly arranged by purchaser.
establish and maintain a casualty and emergency
response plan to deal with unforeseen events, such
as but not limited to fire and explosion and carry out
periodic drills with the involvement of its relevant
employees;
Prior to starting work, medical fitness of the workmen
is considered. Attend and ensure all of its employees
and contractors attend site specific safety inductions
and discuss and clarify with the Purchaser, its EHS
policy and requirements;
ensure that a system of safety work permit is
followed and the requirements contained therein are
fulfilled;
before the start of any task and unless released from
this obligation by the Purchaser, the supplier will
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Purchase Order Terms & Conditions
submit and discuss with Purchaser’s official the
method statement and Job Safety Analysis (JSA) in
the following format:
Sr.
No.
Steps involved
in the Job
Hazards
Controls
SIEMENS Official’s
Remark
(g)
ensure
that
necessary Personal
Protective
Equipment (“PPE”) is provided and used
appropriately including without limitation safety
shoes, helmets, eye and hearing protection together
with safety equipment;
(h) when performing height work, ensure the use of
metal scaffold and the provision and use of life line,
fall arrestor, full body harness and safety helmet;
(i) ensure all PPE complies with Indian (IS) standards
and Purchaser’s EHS requirements;
(j) The supplier shall ensure that the Personnel make
use of the personal safety equipment and that such
equipment is maintained in good working order at all
times.
(k) ensure safe access and egress to the site;
(l) ensure that traffic rules are followed at all times when
its vehicles are on Purchaser’s premises;
(m) display necessary safety signage and barricades at
the workplace and
(n) In case of an incident leading to a) the death of any
Personnel or b) a severe injury involving more than
one day of incapacity of any Personnel or c) more
than three workers being brought to hospital,
Supplier shall, without undue delay, 1) execute a root
cause analysis of the incident, 2) determine
appropriate measures to exclude similar incidents in
the future, 3) define time periods for the measures to
be implemented and 4) provide Purchaser with a
written report on the root cause, the measures
determined and the time periods defined. Supplier
shall also inform the applicable legal authorities.
Supplier shall support any additional investigation
conducted by the Purchaser.
(o) Ensure that all vehicles used for transportation &
material handling equipment are fit for use and have
valid certifications. Operators of vehicles and
machines have valid licenses, are properly trained &
experienced.
(p) Notwithstanding
the
above,
the
Supplier
acknowledges
that
the
Purchaser
may
communicate
from
time
to
time
certain
additional
or
amended
requirements
with
respect to EHS to be met by the Supplier on
project sites.
The Supplier agrees to comply
with such requirements such that non-compliance
shall attract the provisions of clause 32.3 on
deductions
from
the Deposit
and
the
corresponding bonus for zero violations as stated in
Clause 32.3.
32.3. Non Compliance of EHS
a. The Supplier acknowledges and agrees that the Purchaser
places great importance on EHS and has zero tolerance for
any non-compliance with the Purchaser’s
EHS
requirements including without limitation any breach of the
requirements of this clause.
b. Within 14 days of the date of order, Supplier agrees to pay
vide demand draft or unconditional Bank Guarantee made
in favour of the Purchaser an amount of 2.5% of the value
of the service order/portion as an EHS Deposit to secure
compliance with the EHS requirements set out in this order.
In case value of the service order/portion is not defined
separately (for cases where there is single order for goods
& services) the Purchaser shall decide the amount for
c.
d.
e.
f.
g.
h.
i.
service portion of the order to which the 2.5% deposit is
applicable. The EHS deposit shall be interest free and
refundable only after successful completion of the
Guarantee Period, subject to necessary deduction and
adjustment shall be done as per Annexure (i.e. “SAFETY
GUIDELINES FOR CONTRACTORS”) attached herewith in
case of any non compliance of EHS provision under this
clause or EHS provisions thereafter notified during the
continuance of this order.
If the Supplier fails to comply with the Purchaser’s EHS
requirements as notified or updated from time to time,
including breach of this clause 32, the Purchaser may, at its
sole discretion, without prejudice to any other rights of the
Purchaser, deduct from this EHS Deposit or any amounts
otherwise due/payable to the Supplier under this or any
other order/Agreement/Contract for each non-compliance,
up to an amount of 2.5% of the value of the service
order/portion.
The Purchaser may regularly evaluate the EHS
performance of the Supplier and at its own discretion
reward the Supplier for any month in which there are zero
violations of the Purchaser’s EHS requirements including
without limitation zero:
i. fatalities
ii. permanent disablement and
iii. reportable accidents
by payment to the Supplier of a bonus amount equivalent
to 0.5% of the value of the service order/portion on
completion of the order.
Supplier shall regularly monitor compliance with statutory
and contractual EHS provisions by performing safety tours
on the site. In due time before a safety tour, Supplier shall
invite Purchaser to participate in the tour. In case Supplier
discovers non-compliance with EHS provisions, it shall
restore compliance without undue delay.
Upon Purchaser’s request, Supplier shall grant Purchaser
access to all documents related to health and safety
connected with the Works.
The rights of the Purchaser under this clause are in
addition to all other rights and remedy of the Purchaser.
Without limiting any other rights, the Purchaser may have,
the Purchaser may suspend the Supplier immediately or
terminate the Agreement for any violation of EHS
requirements.
Purchaser reserves the right to bar any Personnel from the
site for security, health and safety reasons.
33. Indemnity
33.1 Without limiting any other remedy of the Purchaser, the
Supplier shall at its own expense, defend, indemnify and
hold harmless the Purchaser its directors, officers,
employees, agents and customers from and against any
and all loss, cost, expense, damages, claims,
proceedings, actions, demands or liability, including legal
counsel fees and expenses, incurred or suffered by the
Purchaser resulting from bodily injury, sickness, disease,
or death of persons, or damage to property arising out of
or in connection with the Supplier’s performance of this
order including but not limited to:
(i) non-compliance
with
the
Purchaser’s
EHS
requirements;
(ii) negligence or wilful misconduct of the Supplier, its
employees, contractors, suppliers or agents;
(iii) defects in the workmanship, materials or design of the
goods supplied, services or work performed by the
Supplier;
(iv) failure to comply with central, state or local laws; or
(v) breach of this order.
33.2 The indemnity in this clause is a continuing indemnity and
survives termination or expiration of this order.
Unrestricted Page 5 of 7
s
33.3 Without limiting the indemnity contained in this clause, if
any of the persons employed or engaged by the Supplier
or Purchaser’s employees for any action and/or inaction of
the Supplier, Supplier persons suffers injury, disablement
(full or partial) and fatality or become ill while at the
Purchaser’s premises or on site and requires medical
treatment and/or transportation, the Supplier shall pay and
indemnify the Purchaser for all costs and liability suffered
or incurred by the Purchaser arising out of or in
connection with the provision of or arrangement for such
medical treatment and/or transportation.
Purchase Order Terms & Conditions
Annexure: Safety Guidelines for Contractors
Sr.
No.
1
1a
1b
1c
34. Export Control and Foreign Trade Data Regulations
1d
34.1 The Supplier shall mention the AL (Export List Number)
and ECCN (Export Control Classification Number) in their
bills, as applicable to each material/goods supplied by
them against the order. This is in line with the US and EU
Export Control Laws & Regulations.
34.2 For all Products to be delivered and Services to be
provided according to this Agreement Supplier shall
comply with all applicable export control, customs and
foreign trade regulations (“Foreign Trade Regulations”)
and shall obtain all necessary export licenses, unless
Buyer or any party other than Supplier is required to apply
for the export licenses pursuant to the applicable Foreign
Trade Regulations.
34.3 Supplier shall advise Buyer in writing as early as possible
prior to the Delivery Date of any information and data
required by Buyer to comply with all Foreign Trade
Regulations for the Products and Services applicable in
the countries of export and import as well as re-export in
case of resale. In any case Supplier shall provide Buyer
for each Product and Service (a) the “Export Control Classification Number“ according
to the U.S. Commerce Control List (ECCN) if the Product
is subject to the U.S. Export Administration Regulations;
and
(b) all applicable export list numbers; and
(c) the statistical commodity code according to the current
commodity classification for foreign trade statistics and the
HS (Harmonized System) coding; and
(d) the country of origin (non-preferential origin); and
(e) upon request of Buyer: Supplier’s declaration for
preferential origin (in case of European suppliers) or
preferential certificates (in case of non-European
suppliers)
34.4 In case of any alterations to origin and/or characteristics of
the Products and Services and/or to the applicable
Foreign Trade Regulations Supplier shall update the
Export Control and Foreign Trade Data as early as
possible prior to the Delivery Date. Supplier shall be liable
for any expenses and/or damage incurred by Buyer due to
the lack of or inaccuracy of said Export Control and
Foreign Trade Data.
35. General
The clauses as mentioned above shall hold good until and
unless any clause is amended or replaced in the body of the
order, in which case such amended or replaced clauses shall
prevail to the extent of any inconsistency.
Notice: Compliance with legal and internal regulations is an
integral part of all business processes at Siemens. Possible
infringements can be reported to our HelpDesk “Tell us”
This is an electronically generated order/PO hence does not
require a signature. The order/PO shall be considered as
original for all purpose and is duly approved by the authorised
signatories whose names are mentioned herein above.
Siemens hereby ratifies the action of its authorized signatories.
1e
1f
1g
2
2a
2b
2c
2d
2e
2f
2g
2h
2i
2j
2k
3
3a
3b
3c
3d
3e
3f
3g
3h
3i
3j
3k
3l
3m
4
4a
4b
4c
Penalty
Amt. (INR)
Type of Violation
EHS Management – General Points
Absence of contractors Site In-charge,
Safety Officer at site in the safety meeting
whenever called by the Purchaser
Failure to appoint Safety Supervisors at all
times as specified
Absence
of
contractors
execution
supervisor while working at site and at all
times for high hazard activities like height
work
Failure to report and follow up accident
(including near miss) reporting system
Working without work permit / clearance
For not using PPE at Site / not following
safety instructions
Non display of caution boards, emergency
telephone number at work locations
Site Electricity
ELCB not installed
Inserting of bare wires into the socket
Temporary cable connections with poor
joints
Improper earthing of electrical appliances
Unauthorized and direct tapping of
electricity
Positive isolation not ensured when
repairing electrical equipment
Laying wire/cables on roads
Electrical work without licensed/competent
electrician
Use of improper tools
Non use of 24V appliances in confined
space
DBs, panels etc are not iron clad / are not
closed tightly
Working at Height
Not using or anchoring Full Body Harness
Absence of fall arrestor (rope grab), life line
or anchorage point to anchor safety belt
Improper guardrail, toe board, barriers,
access ladders, works platforms, safety
nets etc.
Poor scaffolding (no base plate / no bracing
/improper fixing of platforms, damaged
components / unstable scaffolding, etc)
Working at unprotected edges (staircases,
etc)
Barricades / covers not provided on open
holes / pits
Using Bamboo scaffold
Improper usage of ladder (less than 1m
extension above landing point, not
maintaining 1:4 ratio)
Aluminum ladder without base rubber bush
Usage of broken / weak ladders
Usage of re-bar welded unsafe ladders
Scaffold not built by experienced person /
no scafftag system
No inspection of full body harness
Gas Cutting
Gas Cylinders not stored in upright position.
Flash back arrester, non-return valve and
regulator not present/not in working
condition.
Fail to store cylinder 6m away from fire
prone materials
3000/
meeting
3000/week
3000/
occasion
3000/
occasion
3000/
violation
150/person/
day
200/day
1000/day
1000/day
1000/day
1000/day
1000/day
1000/day
500/day
500/day
500/day
500/day
500/day
1500/day
1500/day
1000/day
1000/day
1000/day
1000/day
3000/day
500/day
500/day
500/day
500/day
1000/day
500/day
500/day
1000/day
500/day
Unrestricted Page 6 of 7
s
Sr.
No.
4d
4e
4f
4g
4h
5
5a
5b
5c
5d
5e
5f
5g
5h
6
6a
6b
6c
6d
7
7a
7b
7c
7d
7e
8
8a
8b
8c
8d
8e
8f
8g
8h
8i
8j
8k
8l
9
9a
9b
9c
9d
9e
9f
Type of Violation
Failure to put cylinders in a cylinder trolley.
Damaged hose.
Using domestic LPG cylinders
Failure to use hose clamps
Fire extinguisher not placed in the vicinity
during gas cutting operation
Welding
Improper grounding and return path.
Non-availability of main switch control to switch
off power to the welding unit.
Damaged electrode holder
Damaged welding cable
Bare openings in the cable.
Non-availability of separate switch in the
transformer
Usage of reinforcement rod as return conductor
Fire extinguisher not placed in the vicinity
during welding operation
Excavation
Excavated material not stored at least 650mm
away from edge of an open excavation
Metal ladders and staircases or ramps not
provided for safe access to and egress from
excavation exceeds 1.5 meter, as the case
may be
Trench and excavation not protected against
falling of person by hard barricading
Not shoring the excavation
Fire Protection
Smoking and open flames in fire prone area
Using more than 24V portable electrical
appliances in fire (hazardous zones) prone
area
Absence of fire extinguishers / damaged /
empty / extinguishers not maintained
No proper ventilation in cylinder storage area.
Fire extinguisher placed in a not easily
accessible location
Contractor Vehicles: Traffic Rule Violations
Unfit / unlicensed drivers or operators
Power / hand brakes not in working condition.
Over speeding / Rash Driving
Use of mobile phone while driving / operation
Over loading of vehicles
Unlicensed vehicles
Absence of reversing alarm
Absence of fog light (in winter)
Not using seat belt
Non availability of helper for heavy vehicle or
construction equipment
Carrying people in unauthorized vehicles like
tractors
Sleeping / resting below parked vehicles
Lifting Tools & Tackles and Machines
Use of
lifting tackles, machines without
competent person certificate at site
Unsafe Rigging practices (Eg; overloading of
lifting tools and machines, standing below
loads, etc)
Pulleys, etc not anchored securely
Guards not provided on rotating / moving parts
Improper use of grinders - eg; cutting wheels
on surface grinders
Signalman without reflective jacket
Purchase Order Terms & Conditions
Penalty
Amt.
(INR)
500/day
500/day
500/day
500/day
500/day
1000/day
500/day
500/day
500/day
500/day
500/day
Sr.
No.
Type of Violation
10
10a
Occupational Health
Non availability of first-aid box
10b
Alcohol and drug abuse in work site
10e
Non - availability of Doctor / arrangement with
Hospital
Fail to conduct Medical examination of
workers
Workers not having ID card
10f
Smoking inside the construction site
10c
10d
11
11a
Allowing worker to work in environment with
excessive noise without PPE
Housekeeping
Stairways, gangways, passageways blocked
11b
Lumber with protruding nails left exposed
11c
Openings unprotected
11d
Office, stores, toilet / urinals not properly
cleaned and maintained.
Required dustbins at appropriate places not
provided / not cleaned.
Vehicles / equipments parked / placed on
roads obstructing free flow of traffic
Unused surplus cables / steel scraps lying
scattered
Wooden scrap, empty wooden cable drums
lying scattered
Water stagnation leading to mosquito
breeding
10g
500/day
500/day
1000/day
1000/day
11e
11f
1000/day
11g
1000/day
11h
1000/day
11i
500/day
Penalty
Amt.
(INR)
1000/day
1000/
instance
1000/day
1000/day
1000/day
200/
instance
500/day
500/
occasion
500/
occasion
500/
occasion
500/
occasion
500/
occasion
500/
occasion
500/
occasion
500/
occasion
500/
occasion
500/day
500/day
500/day
1000/day
1000/day
1000/day
1000/day
200/day
200/day
500/day
200/day
200/day
200/day
200/day
200/day
1000/day
1000/day
500/day
1000/day
1000/day
200/day
Unrestricted Page 7 of 7
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