General Purchase Conditions

General Purchase Conditions of Chemgas Shipping B.V.   and/or Chemgas Barging S.a.r.l.

1. General Provisions

1.1 Definitions

Buyer	Chemgas Shipping B.V. or Chemgas Barging S.A.R.L.
Seller	The company identified in the contract/purchase order as the Seller of the goods
Service provider	The company identified in the contract/purchase order as the provider of (a) service(s)
Supplier	Seller or Service provider
Terms and Conditions	The applicable General Purchase Conditions of the Buyer
Materials	Materials and/or equipment, including all applicable documents, data sheets and certificates
Services	Work and service including all related documentation
Contract	The contract, the agreement or the order confirmation
Delivery	Delivery of materials and/or services.
Party	Selling or buying party
Parties	Selling and buying party
Third Parties	Any entity other than the buying or selling party

1.2 Applicability

1.2.1 These Terms and Conditions apply to all requests, quotation requests, quotations and purchase orders, as well as to agreements concluded between Parties.

1.2.2 The applicability of the General Terms and Conditions used by the Supplier is hereby explicitly rejected.

1.2.3 Any deviations from these General Purchase Conditions only apply if they have been confirmed in writing by the Buyer to the Supplier.

1.2.4 In the event of a conflict between the content of a Contract between the Parties and these General Terms and Conditions, the clauses in the Contract will prevail.

• Commercial Terms

2.1 Prices

2.1.1 Unless otherwise agreed, the Contract or Purchase Order include all estimated and fixed costs. Additional costs that are not covered by the Contract or Purchase Order are not eligible for payment.

2.1.2 Price increases are and remain at the expense of the Supplier, even after the conclusion of the Agreement.

2.2 Payment

2.2.1 Unless otherwise agreed, The Supplier may only invoice for materials or services after delivery has taken place. Payment for the materials and/or services is made 30 days after the invoice date.

2.2.2 If the Supplier fails to deliver or fails to perform services in accordance with the specifications of the Contract or Purchase Order, the Buyer has the right to suspend full payment until the Supplier fulfils its obligations.

2.2.3 If the invoice or the details of the claimed amount are disputed, the Buyer will pay the undisputed amount. The Buyer can, without prejudice to its other rights, withhold payments, without payment of interest, to the extent necessary to protect the Buyer against loss or damage as a result of: (a) Non-compliance by the Supplier of amounts due to subcontractors, (b) failure or infringement by the Supplier on one of the provisions of the Contract or Purchase Order or (c) refused or not replaced materials or services that have not been repaired.

2.2.4 The Buyer does not accept and will not pay any invoices that are received later than 3 months after delivery of the materials or services. Invoices that lack a clear reference will be refused and returned.

2.2.5 The Buyer is at all times entitled to set off what the Parties have to claim from each other.

2.3 Delivery time and delivery

2.3.1 Delivery will take place on the agreed date and at the agreed location. Delivery must be Delivery Duty Paid, as indicated in the most recent version of the INCOTERMS.

2.3.2 The Supplier is liable for all damage suffered by the Buyer as a result of exceeding the delivery time.

2.4 Taxes and social security premiums

2.4.1 The Supplier is liable for the payment of all taxes and contributions imposed on the Supplier, including, but not limited to, unemployment insurance, national insurance, social security benefits, corporation tax and related fines and fines imposed on the Supplier by a local or national government in the country or location where the services are provided in connection with the Contract.

2.4.2 The Supplier shall report all relevant information regarding taxes and contributions as mentioned above to the relevant competent Tax Authorities.

2.4.3 The Supplier agrees to indemnify, hold harmless and retain Buyer from all claims, lawsuits, costs, expenses, liabilities, fines, penalties, verdicts and requirements that may arise from or relate to tax returns, allegations or impositions on the Supplier or one of its third-party contracts, agents or employees.

2.4.4 The Buyer has the right to dissolve the Contract and reclaim any payments from the Supplier that are due and to make direct payment(s) to creditors.

2.4.5 The Supplier shall keep adequate documentation with regard to the services and the aforementioned payments. The Buyer or an accounting firm designated by the Buyer has the right to check the Supplier’s documentation regarding the services and the aforementioned payments. The Supplier shall grant the Buyer unlimited access to such documentation and without delay.

• Performance of the Contract

3.1 Inspection during and after delivery

3.1.1 If the goods delivered by the Seller or the work delivered by the Service provider do not meet the order and/or the specification, the Buyer has the right to reject them.

3.1.2. If a (part of the) shipment or material has been rejected, the Seller will, at its expense, within 3 working days after the notification of rejection has been received, in accordance with the request of the Buyer:

1. Deliver the missing part, or
2. If requested, pick up the rejected part, repair or replace it and redeliver it after repair or replacement

The ownership and risk are transferred to the Seller at the time of collection or return.

3.1.3 Costs for additional inspection by the Buyer caused by reasons for which the Supplier is responsible are borne by the Supplier. These costs include, but are not limited to, the costs for salaries during working and travel hours and the costs for boarding and accommodation.

3.2 Warranty, non-compliance, obligations and compensation

3.2.1 The Supplier guarantees a warranty period of 12 months after delivery or, if applicable, after commissioning.

3.2.2 Unless otherwise agreed, the Supplier shall replace or repair the materials within a period mutually agreed upon by the Buyer and Supplier. The replaced parts are supplied with a warranty period of 12 months after delivery, or if applicable after commissioning.

3.2.3 If the Supplier does not replace the materials or does not repair the services within the specified period, or if for reasons of safety or continuity of the business process it is not possible to have the Supplier replace it, as well as in the case of persistent delays, the Buyer has the right to replace the materials or to repair the services at the expense and risk of the Supplier, including the costs of detection of the defect, inspection, removal, transport, repair, replacement, reinstallation and reinspection of the materials or services.

3.2.4 The Supplier indemnifies the Buyer against claims from Third Parties arising from damage caused by treatment or negligence, from non-compliance with obligations (including the warranties given under Article 8) towards the Buyer and the Supplier or by Third Parties engaged by the Supplier for performance of the relevant Contract.

• General Requirements

4.1 General requirements for services and provided materials

4.1.1 The Supplier guarantees that it will perform the services with the degree of care, expertise and professionalism that is customary within the sector of the supplier and that the results will meet the agreed specifications and/or service descriptions.

4.1.2 The Supplier will only engage qualified persons for the agreed services.

4.1.3 Materials must be suitably packaged and protected and, if the Supplier arranges the transport, be transported in such a way that the arrival is assured in good condition and safe unloading. The Supplier is responsible for compliance with national, international and supranational regulations regarding the packaging.

4.1.4 All wood supplied (packaging material) must comply with the approved international standard ISPM # 15 for wood packaging material (WPM), approved by the International Plant Protection Convention (IPPC) on 15 March 2002. The packaging material must be made of 100% non-asbestos-containing material.

For all products where Marine Equipment Directive 96/98/EC standard is applicable, only MED approved products to be quoted and supplied. All other products at least according to CE standard.

Comply with the IHM regulations where applicable, a Supplier Declaration of Conformity (SDoc) and Material Declaration (MD) is mandatory according to IMO resolution MEPC.269(68) published in 2015 under IMO Hongkong Convention published in 2011 and EU Regulation No. 1257/2013 of the European Parliament and of the Council of 20 November 2013 on Ships Recycling (EU SRR). The Supplier shall submit the IHM Declaration.

4.1.5 The buyer requires that all supplies and services observe prevailing legislation, including environmental legislation.

4.1.6 The Supplier will ensure that all Goods supplied to the Company are free from asbestos and/or asbestos contamination. Furthermore, the Supplier shall ensure that all Goods, materials, coatings, and components supplied to the Company are free from hexavalent chromium (chromium VI). The use, supply, or application of materials containing chromium VI is strictly prohibited.

The Supplier shall provide, upon request, appropriate documentation or certification demonstrating compliance with this requirement.

• Health, Safety & Environment (HSE)

5.1.1 The Supplier and any subcontractors engaged are required to comply with all applicable health, safety, and environmental laws, regulations, and if applicable Chemgas-specific instructions during the execution of any work or services.

5.1.2 The Supplier (and/or any subcontractor engaged) is required to comply with all generally and site-specific applicable safety measures and procedures during their presence.

1. on board our vessels,
2. at terminals and shipyards, or
3. at any other Chemgas facility.

This includes, but is not limited to, the use of personal protective equipment and adhering to all relevant occupational safety laws and regulations, and, if applicable, compliance with Chemgas-specific instructions.

5.1.3 The service provider must ensure that all common sense and foreseeable risks associated with the specific task or job are identified, and that appropriate safety measures are implemented and strictly followed. This includes taking reasonable precautions based on industry standards and practical experience and, where applicable, any specific instructions provided by Chemgas.

5.1.4 The Supplier shall ensure that all personnel are adequately trained and informed regarding the health, safety, and environmental risks associated with their tasks. Appropriate measures must be taken to mitigate these risks, including the use of suitable personal protective equipment and adherence to safe working practices.

5.1.5 The service provider is responsible for instructing and supervising its personnel and any subcontractors to ensure compliance. Any violation of these obligations may result in immediate removal from the worksite and/or termination of the agreement, without prejudice to Chemgas’s right to claim damages.

5.2 Drug and Alcohol Policy

5.2.1 The Supplier shall ensure that neither its personnel nor any subcontractors’ personnel are under the influence of alcohol, drugs, or any other intoxicating substances while present on Chemgas vessels or any other Chemgas facility.

5.2.2 The use, possession, or distribution of such substances is strictly prohibited. Any violation may result in immediate removal from the premises and/or termination of the contract, without prejudice to Chemgas’s right to claim damages.

• Access, Security and Data Protection

6.1 – Access to vessels/sites

The Supplier and its personnel must comply with site-specific access control and security procedures, including identification requirements and instructions. Chemgas reserves the right to deny or revoke access at any time for safety, security, or operational reasons.

6.2 Ownership and confidentiality

6.2.1 All drawings, designs and specifications that the Buyer has supplied to the Supplier under the Contract and all intellectual property rights thereon remain the exclusive property of the Buyer and will be treated as confidential and will not be lent, copied or otherwise used or disclosed to any third party without the prior written permission of the Buyer.

6.2.2 The Supplier guarantees that the materials to be delivered are free from seizure, retention of title, rights of Third Parties, etc. The Supplier will indemnify the Buyer against all loss or damage resulting from the violation of this Article.

6.3 Privacy

6.3.1 The Supplier shall comply with all applicable data protection and privacy laws, including the General Data Protection Regulation (GDPR), when processing personal data in connection with the performance of the contract.

The Supplier shall only process personal data as necessary for the execution of the contract and shall implement appropriate technical and organizational measures to protect such data against unauthorized access, loss, or disclosure.

• Compliance & Ethics

7.1 Anti-slavery, anti-child labour and anti-human trafficking

7.1.1 The Supplier shall comply with all applicable anti-slavery, anti-child labour and anti-trafficking laws and regulations, including but not limited to the applicable EU guidelines.

7.1.2 The Supplier shall not actively or passively engage, overlook the involvement of others or ensure that a Third Party, such as, but not limited to, subcontractors, engages in slavery, child labour and/or human trafficking in the context of performance of the Contract.

7.1.3 The Supplier shall immediately inform the Buyer when it becomes aware of any slavery, child labour and/or human trafficking by or on behalf of a person in the context of the performance of the Contract.

7.1.4 The Supplier guarantees towards the Buyer the fulfilment of all its obligations with regard to anti-slavery, anti-child labour and anti-trafficking laws and regulations. The Supplier shall therefore fully indemnify the Buyer against all costs and damage resulting from non-compliance.

7.2 Anti-bribery, anti-corruption etc.

7.2.1 The Supplier shall conduct its business in accordance with the highest ethical standards and in full compliance with all applicable laws and regulations, including anti-corruption, anti-bribery laws and anti-money laundering.

7.2.2 The Supplier shall not offer, promise, give, request, or accept any improper advantage or bribe in connection with the contract. The Supplier shall not engage in any conduct that could be construed as a conflict of interest or that could compromise the integrity of Chemgas or its operations.

• Liability

8.1 Liability

8.1.1 The Supplier is liable for all direct, indirect, and consequential damages caused by a shortcoming or unlawful act of the Supplier, its subordinates or its assistants. This also includes all damage caused by the presence and/or use of items that the Supplier has involved in the performance of the agreement.

8.1.2 The Supplier indemnifies the Buyer against all claims from Third Parties for compensation for damage as referred to in the first paragraph.

8.1.3 The Supplier will insure itself against liability as referred to in this Article and, if desired, grant the Buyer insight into the policy.

8.1.4 The Buyer is not liable for any direct, consequential or indirect damage suffered on the part of the Supplier, its staff and/or Third Parties engaged by it in connection with the execution of the agreement, unless the damage is the result of intent or deliberate recklessness of the Buyer’s managerial staff.

• Termination & Force Majeure

9.1 Termination / Cancellation Contract

In the event that the Supplier is in default or violates any provision of the Contract, the Buyer has the right, without prejudice to any of its other rights or legal means arising from the Contract and by law and without judicial intervention, to terminate the Contract by sending a written notice to the Supplier.

9.2 Force Majeure

9.2.1 If delivery is impeded or delayed due to force majeure, the date of completion of the work will be set later by the number of days equal to the duration of the impediment or delay. The Supplier will immediately inform the Buyer in writing regarding any case of force majeure and its likely duration. If required, it will specify the nature of the force majeure and the resulting impediment or delay to the Buyer.

9.2.2 Force majeure is understood to mean all circumstances unforeseen at the time of entering into the Contract that are beyond the control of the Supplier, including work strikes, collusion of workmen, actions of workmen organisations, exclusions, fire, either at the Supplier or in the factories or workplaces of subcontractors and suppliers, war, occupation, mobilisation, political turmoil, riot, obstacles to transport and ice barriers, or any other circumstances beyond the reasonable control of the Supplier provided that the Supplier has done everything that can reasonably be expected of it in order to prevent the impediment or delay.

1. Audits & Documentation

10.1 Audits  

10.1.1 The Buyer has access at all times to the Supplier’s documents relating to work under the Contract for the purpose of checking and verifying the costs of the materials or services or for any other purpose. The Buyer has the right to reproduce all the aforementioned documents. The Buyer will keep all collected information strictly confidential and will not disclose this information to any Third Parties.

10.1.2 The Supplier stores all the above information for a period of three (3) years after delivery of the materials and/or services.

10.1.3 The buyer’s goal is that the suppliers shall meet the following requirements:

1. The suppliers have

1. a certified environmental management system (EMS) in accordance with ISO 14001 or
2. an EMS that, as minimum, includes the following elements:

1. A written environmental policy.
2. Follow-up on observance of prevailing environmental legislation.
3. Identification and ongoing monitoring of the company’s most significant environmental impacts.
4. Actions to improve the company’s environmental impacts.
5. Internal audits.
6. To the extent that a supplier has its products produced by a sub-contractor, the supplier is responsible for checking that its sub-contractors meet the buyer’s environmental requirements.

The suppliers are screened and assessed by the buyer on a yearly basis. The screening result is part of the yearly evaluation of the supplier together with service, quality, price and other relevant factors.

1. Miscellaneous

11.1 Assignment and subcontracting

11.1.1 The Supplier is not permitted to transfer all or part of its obligations under an agreement and/or to outsource it to a Third Party without the prior written consent of the Buyer.

11.2 Applicable Law

11.2.1 These General Purchase Conditions and the Contract are governed exclusively by Dutch law.

11.2.2 The Vienna Sales Convention (CISG) does not apply. 11.2.3 The Rotterdam District Court will have exclusive jurisdiction to hear disputes arising from or in connection with the agreement concluded between the Parties.