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General Terms and Conditions of Purchase

These General Terms and Conditions shall, to the exclusion of terms and conditions applied by third parties, govern all requests for quotations made by Murphy Thermal Energy Co., Ltd to a third party (“Supplier”), as well as all agreements and acts, whether of a preparatory or executional nature, which are related thereto, such as quotations, order confirmations, purchasing orders, orders and delivery dates.

Deviating conditions shall only apply to the extent that Murphy expressly agrees to them in writing, and they shall apply exclusively to the agreement(s) for which they are made.
In these General Terms and Conditions, “goods” shall be understood to include products, databases, documentation and the results of services.

1. Requests for Quotations

a) All requests for quotations and all information furnished in this context by or on behalf of Murphy may contain industrial secrets, shall be treated with confidentiality and may only be used to prepare for the submission of a quotation. Except where required in preparing for the submission of a quotation or where permitted, any kind of reproduction or publication, as defined in the 1912 Copyright Act (Auteurswet 1912), of (part of) a request for a quotation shall be prohibited in any shape or form.
b) If a request for a quotation explicitly deviates from these General Terms and Conditions, said deviations shall prevail. The applicability of the Supplier’s own general terms and conditions is hereby expressly ruled out.

c) The Supplier is aware that Murphy can also act as a supplier and/or sub-contractor and that, in such an event, each and every request for a quotation is drawn up to the best of Murphys knowledge on the basis of information from Murphys client and that Murphy can bear no responsibility in this respect, unless expressly stated otherwise in a request for a quotation.

3. Agreement

a) A quotation from a Supplier shall be irrevocable for a period of thirty (30) days after its receipt by Murphy, unless the request for a quotation stipulates a different period.

b) Murphy shall be entitled at all times to terminate negotiations without giving reasons and without being liable to compensate the other party.

c) An agreement shall be deemed to have been concluded as soon as Murphy accepts a written quotation by means of placing a written order. If, however, the order is sent after expiry of the period referred to in Article 3(1) or the order deviates significantly from the quotation, the agreement shall be deemed to have been concluded in accordance with the order, unless the Supplier rejects the order in writing within fourteen (14) days of the date of the order. The following items shall form an integral part of the agreement:

  1. The (purchase) order from Murphy;
  2. These General Terms and Conditions;
  3. The quotation;
  4. The request for a quotation;

In the event of any contradiction between the provisions contained in two different documents, the documents shall prevail in their numerical order, with 1 taking precedence over 2 etc.

d) If the Supplier has not made an offer or has made a verbal offer, the agreement shall be deemed to have been concluded by the Supplier accepting, in writing, a written order from Murphy within fourteen (14) days of the date of said order.

e) Agreements may only be amended and/or supplemented in writing.

4. Prices, Charges, Invoices and Payment

a) All prices and charges shall be deemed to include all direct and indirect costs of whatever kind. The prices and charges shall be exclusive of turnover tax. Delivery shall in accordance with the Incoterms 2010.

b) The prices and charges shall be fixed, unless the agreement specifies the circumstances which may lead to price adjustments, as well as the way in which such adjustments are to take place.

c) Once Murphy has acquired title to the goods, the Supplier shall send its invoices to the address specified by Murphy in its order, quoting, in any event, the agreement number and the purchase order number (without prejudice to the other legally required invoice details) and enclosing the agreed documentation.

d) Invoices which satisfy the conditions of Article 8(3) shall be paid within sixty (60) days of the date of their receipt, after any possible settlement or compensation of Murphy’s claims against the Supplier has taken place.

e) Murphy shall not be required to pay a proportional part of an invoice if it has not received the agreed quantity of goods at the agreed address.

f) Payment as described in Article 8(4) shall not prejudice any possible recovery rights or other claims on the part of Murphy with regard to the goods delivered and/or services rendered.

g) Invoices and payments shall take place in Euro currency, unless otherwise specified in a purchase order.

h) Should Murphy have failed to pay an invoice which satisfies the conditions of Article 8(3), without a valid reason, within the period specified in Article 8(4), Murphy shall be liable to pay interest on the amount owed to the Supplier, to be calculated on an annual basis and equivalent to the promissory note discount rate of the European Central Bank.

i) The expiry of a payment period or non-payment of an invoice by Murphy, shall not entitle the Supplier to terminate its services or, in the event that the expiry or non-payment is a result of the defective nature of the invoiced goods or services and/or the inaccuracy (of the content) of the invoice (details), to postpone its services.

5. GUARANTEES

5.1. The Supplier guarantees that the supply and all its components and/or parts of the supply will be new and top-quality and will comply strictly with the characteristics and specifications agreed in the Order. That they will be free of manufacturing defects or hidden faults, and that they are suitable for the process/function to be performed in accordance with specifications submitted by the Buyer. The Supplier will be responsible for the earliest possible repair, without charges to the Buyer/Owner, of any defects or faults in the supply derived from defective design, materials or manufacture and from acts or omissions of the Supplier that have been demonstrated or that come to knowledge of the parties before the maturity of the agreed guarantee deadline. The Suppler is obliged to substitute completely the defective products, materials or services as soon as possible, entirely at its own cost, in the event that the said repair is not possible in good time and due form.

5.2. Unless otherwise stated in the Order, the guarantee period will be 12 months from the moment when the supply was delivered to the facilities where it is to be used.

6. DOCUMENTS AND CONFIDENTIALITY

6.1. Any type of commercial or technical information that Murphy has placed at the Supplier’s disposal (including characteristics that are evident in documents, plans, software or items delivered) must be inaccessible for third parties whenever the supplier cannot demonstrate that this information is public knowledge, and at the Supplier’s company it may be made available only to persons who must necessarily participate in guaranteeing the delivery of the Order to Murphy and who are in turn bound by commitments to confidentiality. The said information will be the exclusive property of Murphy and it may not be reproduced, copied or used industrially, without the authorization of Murphy, except to make the deliveries specified in the contract. When Murphy so requests, said documents (which may also include copies and registers that have been made) will be destroyed.

6.2. The products that have been manufactured in accordance with documents designed by Murphy (sketches, models or similar) in accordance with the confidential data of Murphy may not be used by the Supplier for its own purposes, nor to offer or supply to third parties.

7. VALIDITY OF THE GENERAL PURCHASE CONDITIONS

The General Purchase Conditions will apply and form part of the Order in combination with all terms and conditions stated therein, except those that are expressly modified in the Order. In the event of conflict, the Order will take precedence over any other document.

8. TERMINATION AND WITHDRAWAL

8.1. In addition to the general reasons for termination of contract due to a serious failure to comply with the obligations derived from the contract, and, if applicable, due to hidden flaws or defects in the item purchased or supplied, Murphy may terminate the contract effective immediately if:

– A fundamental deterioration in the Supplier’s financial relationships or solvency occurs or is threatened to occur, and as a result of this there is a risk that the Supplier may not comply with its obligations to supply to Murphy

– The item purchased or supplied is lost as a whole or in part before delivery, including due to an unforeseen accident or without fault on the part of the Suppler, although in the case of partial loss Murphy may opt to reclaim the existing part by paying its price as a percent of the agreed total.

– If the supplier has agreed to the delivery of a certain quantity of products or the provision of a specific service, then Murphy will not be obliged to accept a part of this. If Murphy accepts a partial delivery, then it may terminate the contract for the part that remains pending or request the performance of the contract for that part.

– If the Supplier does not deliver the item to be purchased or supplied or does not provide the service in the stipulated time period, then Murphy may request the performance or the termination of the contract with compensation, in both cases, for the damages that it has sustained from the delay.

– If the supplier does not proceed to repair or substitute the item within the guarantee period agreed for the defective item, product or service in good time and due form after previous written notice from Murphy, when 10 working days have passed since said notice.

8.2. In cases when there is non-compliance with the deadline on the part of the Supplier, as a result of force majeure, and the compliance with this deadline is fundamental so that Murphy can comply with its obligations to its customers, then

8.3. Murphy may cancel the Order at its choice by written notice to the supplier within a period of 5 days from which it has certain knowledge of the existence of said event.

9. JURISDICTION AND APPLICABLE LEGISLATION

9.1. Any dispute that may arise in interpreting and applying the conditions included in the present agreements will be exclusively subject, at the option of Murphy, to the Courts and Tribunals of the Supplier’s registered office, of the delivery point or of the buyer’s residence, with express rejection of any other jurisdiction that might be applicable.

9.2. The present contract is subject to the Chinese jurisdiction, and conflict-of-law rules are expressly excluded.

9.3. The application of the uniform laws of The Hague on international purchasing is likewise excluded, together with the remaining existing Conventions in matters of purchasing.

10.PERSONALDATA PROTECTION

Murphy,in compliance with the Organic Law 15/1999 of December 13 concerning the Protection of Personal Data (LOPD), Murphy gives notice that the personal data provided for the contracting and provision of its services will be incorporated into a computerized archive in its possession for the adequate management of the commercial relationship and compliance with the legal obligations deriving from it. In this sense, it therefore agrees to the collection of data, as well as to the communication for the indicated purposes that may be carried out between the entity and other entities related to the provision of services of Murphy SA or its auxiliary companies in the terms provided in above mentioned Law.
You can exercise your rights to access, correct, oppose and cancel by contacting our offices at the address that appears on the letterhead, stating precisely which right you wish to exercise. In the event that in your communications you provide us with the data of a third party, before including these data, you must request its consent and inform it of the details stated above.