You are on page 1of 4

General Terms and Conditions of Sales

These General Terms and Conditions of Sales apply to


Goods and Services sold and supplied by ABB, Inc.
(Philippines)

1. Definitions 2.4 Arbitration


1.1 Supplier If at any time, any question, dispute or difference whatsoever shall arise between the Purchaser
and the Supplier upon, in relation to, or in connection with any order, agreement or contract
The term Supplier means ABB, Inc. arising between the Supplier and the Purchaser, either party shall give to the other notice in
writing of the existence of such question, dispute or difference, and the same shall be referred
1.2 Purchaser to the arbitration.
All disputes arising out of or in connection with the present contract shall be finally settled under
The term Purchaser means the person or company to whom or to which this the rules of arbitration of the International Chamber of Commerce by three arbitrators appointed
document is addressed. in accordance with the said rules.

1.3 Contract Price 2.5 Legal Construction

Contract Price means the price paid by the Purchaser to the Supplier for the Goods and/or Except as may be otherwise agreed in writing between the Supplier and Purchaser, any order,
Services. agreement and/or contract entered into between the Supplier and the Purchaser shall be
construed and interpreted in accordance with the laws of the Republic of the Philippines.
1.4 Goods
Notwithstanding anything contained in any order, agreement or contract between the Supplier
The term Goods means the goods, equipment, spare parts, services and materials and the Purchaser, any law, regulation, ordinance, order or by-law having the force of law is
provided by the Supplier to the Purchaser. enacted, promulgated, abrogated or changed (which will include any change in interpretation or
application by competent authorities) that subsequently affects the costs and expenses of the
1.5 Services Supplier and/or the time schedule of the Supplier, shall grant the Supplier the right to
correspondingly adjust the selling price to the Purchaser and the time schedule for the delivery
The term Services means any or a combination of inspection, supervision, of goods and/or the performance of the works/services.
consultancy, repair, overhaul, modification, installation, erection, testing, commissioning, retrofit,
or other works of the same nature provided by the Supplier to the Purchaser. If any provision and/or condition of any order, agreement or contract between the Supplier and
the Purchaser is prohibited or rendered invalid or unenforceable, such prohibition, invalidity or
1.6 Serviced Equipment unenforceability shall not affect the validity or enforceability of the other provisions and
conditions therein.
The term Serviced Equipment means the equipment, material or goods requiring the
Suppliers performance of Services thereon. 3. Quotation

1.7 Site 3.1 Validity

The term Site means the area or location where the Goods will be delivered and/or The quotation remains valid for a period of thirty (30) days reckoned from the day the quotation
Services will be provided by the Supplier to the Purchaser. was submitted to the Purchaser, in writing, unless the Supplier specifies an alternative period.

1.8 Gross Negligence 3.2 Prices

Gross Negligence shall refer to such acts or omissions which in addition to constituting Prices in the Suppliers quotation are based upon the scope and quantity of Goods and/or
negligence characterized by want of even slight care, acting or omitting to act in a situation Services to be supplied and/or rendered, and the terms and conditions prescribed in the
where there is a duty to act, not inadvertently but willfully and intentionally with a conscious quotation. Should the Purchaser offer to purchase a quantity of goods and/or scope of Services
indifference to known consequences insofar as the other party may be affected. or at terms and conditions which is at variance with those referred to in the quotation, the
Supplier reserves the right to amend the price quoted for such Goods and/or Services. Such
2. General Terms amendment will be made at the sole discretion of the Supplier.

2.1 Terms Deemed part of Quotation or Contract 4. Suppliers Information

These terms are an integral part of any quotation, contract, agreement between the Supplier 4.1 Specification and Drawings
and Purchaser and shall supersede all prior oral or written communications, agreements or
representations between the parties. No waiver, alteration or modification of any of the All descriptive and shipping specifications, drawings, dimensions and weights submitted by the
provisions hereof shall be binding unless it is agreed in writing and signed by authorized Supplier in response to any inquiry of the Purchaser or in relation to any quotation are
representatives of the Parties;. approximations based on the information made available by the Purchaser to the Supplier only.
Any descriptions, illustrations and data contained in any catalogues, price lists and/or other
Any deviations to these terms must be approved, in writing, by a duly authorized representative advertising or promotional material are intended by the Supplier only to present a general view
of the Supplier. of Goods and/or Services described therein and none of such specification, drawings,
dimensions, weights, descriptions, illustrations or data shall form part of any contract arising
2.2 Primacy between the Supplier and the Purchaser.

In case of any inconsistency or variance between the provisions of any quotation by the 4.2 Confidentiality
Supplier and these terms, the Supply Agreement or the Purchase Order, the order of
precedence shall be as follows:- All quotations, drawings, specifications, computer programs and other information, samples and
(i) the Purchase Order; the like provided by the Supplier remain the exclusive property of the Supplier.
(ii) the Solar Part Supply Agreement; and
(iii) these terms. It is hereby understood that any data and/or information which the Purchaser, its officers,
employees or any party associated with the Purchaser may gain access to under any contract
The term "Quotation" means the written offer made by the Supplier to the Purchaser in respect between the Supplier and the Purchaser or received by or conveyed to the Purchaser under any
to the Supply of Goods or Provision of Services that is the subject of any agreement, purchase contract between the Supplier and the Purchaser is absolutely confidential and cannot, without
order or contract between the Supplier and the Purchaser. the consent of the Supplier be copied, reproduced or communicated, in any way, to any third
party without the written consent of the Supplier.
2.3 Formation of Contract
The Purchaser shall not, either alone or jointly with others, release any data, information or
Any order, agreement and/or contract between the Supplier and the Purchaser shall be effective publish material relating to the Suppliers Goods and Services without prior written consent from
when the Supplier has accepted the Purchasers order in writing. the Supplier.

The Suppliers acceptance of the Purchasers order shall be upon the occurrence of any or a The duties and liabilities under this clause shall remain in effect after the expiration or
combination of conditions including, but not limited to the following, at the sole option of the termination, for whatever cause, of any contract between the Supplier and the Purchaser. This
Supplier: clause shall continue mutually to bind both parties employees even after they have ceased to
be employees of either party. Both parties hereby undertake to inform its employees of their
Signing of a Contract or Agreement between the Supplier and the Purchaser duties and liabilities under this clause. A breach of this clause by either partys former employee
Receipt of Purchasers firm and valid Purchase Order (P.O.) shall give rise to the presumption that said employee was not properly informed of this clause
Purchasers Issuance of a Notice to Proceed to the Supplier and either party shall continue to be liable for the said former employees actions, unless the
Suppliers receipt of Purchasers down payment violating party can prove to violated partys satisfaction that such employee was duly informed.
Purchasers Opening of Letters of Credit to the Supplier

ABB, Inc. General Terms and Conditions of Sales


9CHA111103 1301
5. Purchasers Obligations 7. Delivery

5.1 Information to be provided 7.1 Freight, Transport and Packing

The Purchasers written order for Goods and/or Services shall be accompanied by complete Goods will be suitably packed for dispatch by the Supplier. Except where stipulated in the
and accurate information to enable the Supplier to supply the Goods and/or Services. contract, all freight and transport costs are at the Purchasers sole account. In the absence of
instructions from the Purchaser on the choice of carrier, the Supplier will instruct, on the
Unless, otherwise agreed upon in writing, the Purchaser shall be solely responsible for the Purchasers behalf, a carrier to complete the delivery.
accuracy of information provided to the Supplier from whatever source, including the Supplier or
the suppliers representatives, in relation to the Goods and Services and for the interpretation of, 7.2 Point of Delivery
and any conclusion drawn from, such information.
Unless agreed otherwise in the contract, the Goods and/or Services are delivered Ex-works.
The Supplier shall not be deemed to have any knowledge of the use to which the Purchaser
proposes to put any Goods and/or Services supplied by the Supplier to the Purchaser. 8. Claims and Returns

5.2 Complete and Accurate Information 8.1 Claims for Shortages in Delivery

The Purchaser shall be responsible for and bear the cost of any alteration or variation to Goods Any claims for shortages in deliveries of Goods and/or Services shall be conveyed in writing to
and/or Services supplied by the Supplier arising from any discrepancy, error or omission in any the Supplier within fourteen (14) days from receipt of such delivery.
order, drawing, specification or other information supplied by or approved by the Purchaser.
8.2 Returns
The Purchaser shall indemnify the Supplier from any and all damages claimed by any third party
resulting from the Purchasers failure to provide complete and accurate information to the Goods shall not be returned by the Purchaser to the Supplier unless pursuant to Clause 8.3 or
Supplier. 12.2 or in accordance with an express provision in any contract between the Supplier and the
Purchaser.
5.3 Access
Goods made to special order, ordered especially from overseas, or from local sub-contractors
The Purchaser shall provide suitable and appropriate access to the Site for the safe and will not be accepted for return unless pursuant to Clause 12.2
convenient transport of plant, labor and materials.
8.3 Credit and Restocking Fee
5.4 Facilities
In cases where return of Goods is explicitly agreed to by the Supplier in writing, credit or partial
The Purchaser shall make available to the Supplier at the Site such supplies of electricity, water, credit for returned Goods may be subject to the condition of the returned Goods and at the
compressed air and other services as are required by the Supplier for the supply of Goods Suppliers discretion.
and/or performance of the Services. Unless otherwise agreed, all cranes, lifting tackle and
scaffolding and other such materials and equipment needed to enable the Supplier to perform In such cases, the Supplier will charge a restocking fee.
the Services or install the Goods shall be supplied by the Purchaser.
9. Risk in Goods and Services
6. Time for Supply
9.1 Goods
6.1 Delivery or Completion Time
Risk in Goods shall remain with the Supplier only until the occurrence of the earlier of the
Unless delivery or completion time is expressly stipulated in the contract, any delivery or following events:
completion time conveyed to the Purchaser is a bona fide estimate only and reasonable
endeavors undertaken by the Supplier to meet such delivery or completion time shall be
sufficient compliance with these terms. (i) The passing of property rights in such Goods to the
Purchaser pursuant to Clause 9.3
It is understood where no delivery or completion date is expressly stipulated in the contract and (ii) The delivery of such Goods by the Supplier to the
provided the Supplier undertakes reasonable endeavors, the Supplier may make partial Purchaser or to a carrier at the contractual point of
deliveries of any Goods and/or partial performance of any Services, which the Purchaser shall delivery; or
accept, and such partial deliveries shall be invoiced individually and payment made in (iii) Upon such Goods leaving the Suppliers premises at
accordance with Clause 11. the request of the Purchaser; or
(iv) The expiry of fourteen (14) days from the date of
Any delays not attributable to the Supplier with respect to the timely submission to the Supplier notification by the Supplier to the Purchaser that
of the requirements provided in Clause 2.3 herein shall automatically extend the date that the such Goods are ready for delivery; and thereafter risk
contract becomes effective by a period equal to such delay caused by the Purchaser. of damage, loss, destruction or deterioration of the
Goods from any cause whatsoever, and liability for
Any orders suspended at the request of the Purchaser will be subject to the prices and the Goods, shall pass to the Purchaser.
conditions of sale in effect at the time of the release of the suspension.
If the goods have not been delivered to the site, due to causes not attributable to the Supplier,
Any such order suspended beyond a period of fourteen (14) days or beyond a period agreed the Supplier shall arrange for storage of the Goods at the Purchasers risk and cost.
upon in writing will be treated as Termination by the Supplier. All expenses incurred by the
Supplier solely and directly as a result of suspension by the Purchaser, including but not limited 9.2 Services
to actual cost of preparation for storage, demurrage, storage charges, insurance if placed, and
handling charges up to the time of termination shall be payable by the Purchaser upon Risk in Serviced Equipment shall remain with the Purchaser unless damage, loss, destruction or
submission of invoices by the Supplier. deterioration thereon should arise from the gross negligence or willful act of the Supplier.

6.2 Approvals by Authorities 9.3 Property Rights

The Purchaser shall obtain all such permits, consents or approvals as are required by law for, or Notwithstanding that risk in any Goods subject of a contract between the Supplier and the
in connection with, the Goods and/or Services to be supplied by the Supplier and shall pay all Purchaser may, in whole or in part, be with the Purchaser, title and property in such Goods shall
fees and be liable for all consequences attributable to any failure to obtain such permits, remain with the Supplier until fully paid for by the Purchaser. Any exceptions are to be agreed
consents and approvals, and/or pay corresponding fees. upon in writing by the Supplier.

6.3 Extension of Time Prior to the passing of property rights in such Goods and /or Services, they may not be resold,
pledged or given in security by the Purchaser in any circumstances whatsoever.
Any expressly stipulated delivery or completion time shall be extended in case of any delay
relating to either action, instruction or information, or a lack of action, instruction or information, 10. Contract Price
from the Purchaser or any of its agents, without prejudice to the application of Clause 10.3 10.1 Basis

6.4 Liquidated Damages Unless otherwise stated in writing, contracted prices for Goods and/or Services are based on
the costs of material, labor and overheads including freight, insurance, duties, costs and other
If an agreed Completion Time is not complied with due to circumstances which are solely the charges as at the Suppliers quotation. The same shall be valid until the completion of any
responsibility of the Supplier, the Purchaser may, but only if a damage has occurred, require the contract between the Supplier and the Purchaser. Prices shall be subject to adjustment based
payment of compensation, and not by way of penalty or other monetary damage, in the form of on, without limitation, changes in:
Liquidated Damages from delay amounting to 0.1 % per day up to a maximum of 10.0 % as a
genuine and reasonable estimation of loss that would be suffered for said delay. The amount of (i) Exchange rates;
the compensation is calculated from the price of the Suppliers Goods which cannot be (ii) Customs and excise duties, levies, taxes, charges,
delivered and/or Services which can not be performed at the proper time due to the said delay. Imports and the like;
(iii) Government imposed charges
The payment of such Liquidated Damages shall be the Purchaser's sole and exclusive remedy
in respect of delay other than the Purchasers right to serve the Supplier a written notice in 10.2 VAT and other taxes
accordance with clause 15.1 once the cap of the liquidated damages has been reached.
Unless otherwise stated in writing in any contract, VAT or any other tax, levy or the like imposed
on either the sale, manufacture, dealing with distribution, import or use of Goods and/or
Services, or otherwise howsoever included in or added to the price of Goods and/or Services
shall in all cases, be an excluded charge.

ABB, Inc. General Terms and Conditions of Sales


9CHA111103 1301
10.3 Delay or Variation 12.4 Warranty Limitations

Where in respect of any contract between the The warranty provided in Clause 12.1 does not apply unless:
Supplier and the Purchaser, supply of Goods and/or Services is delayed or varied by the act or
omission of the Purchaser or that of its agent, or any contractor for which it is responsible, the (i) The Goods and/or Serviced Equipment have been
Supplier shall notify the Purchaser of any additional costs which will be incurred as a result of properly handled, installed, located, used,
such delay or variation, which additional costs shall be for the account of the Purchaser. maintained and stored in accordance with
manufacturers instructions;
The Supplier shall not be obliged to carry out Variations required by the Purchaser until both the (ii) The Goods and/or Serviced Equipment have been
parties have agreed in writing on the terms and conditions of the Variation including how the operated normally. Normal operation does not
same will affect the Contract Price and the time for completion. If any Variation requested by the include abnormal stresses or stress from such
Purchaser cannot be agreed upon, such Variation will be subject to the dispute resolution causes as incorrect power supply, improper
provisions of Clause 2.4. overload, over-speed, misalignment, subsequent
servicing by other parties, improper lubrication or
11. Payment bearing damage resultant from improper fitting of
couplings, gears or pulleys.
11.1 Payment Due Date
(iii) Defects occur within twelve (12) calendar months
Unless otherwise expressly stipulated by the Supplier, payment shall be due upon delivery and after delivery of Goods or supply of Services as
issuance of the invoice. In the case of contracts which include down-payments or deposit determined by contract, if any, or as provided in
payment, payment of such down-payments or deposit payments shall be due on demand. Clause 7.2 herein, or after the Supplier first notified
the Purchaser that the Supplier is ready to deliver
In no case shall payments to the Supplier be extended for any failure of the Purchaser to accept the Goods, whichever occurs first.
delivery at the stipulated delivery date. In which case, payment shall be due upon readiness for (iv) The Supplier is notified in writing within seven (7)
dispatch of the goods. Any such extensions of payment periods shall be considered as days of the alleged defect first coming to the notice
Purchasers delay or default in accordance with the provisions of clause 11.2 herein. of the Purchaser and the Purchaser returns the
defective Goods and/or Serviced Equipment to the
If the performance of the contract is delayed by the Purchaser default, he shall nevertheless Supplier at the Point of Delivery at the Purchasers
pay any part of the contract price which, but for such delay, had become due. expense.
(v) The Purchaser has fulfilled all of its contractual
11.2 Delay or Default in Payment obligations

Should the Purchaser default in respect of any payment due to the Supplier, the Supplier shall
have the right, in addition to, and without prejudice to all other rights to which it is entitled at law, 12.5 Warranty Limitations on Services
to retain possession of Goods, to suspend performance of Services, and/or to charge interest on
the overdue amount at the highest commercial rate, or minimum of two percent (2%) per month The warranty provided in Clause 12.1 does not apply to:
charged by the Bank of the Philippine Islands for unsecured loans on the day the unpaid
amount becomes due and payable, plus administrative costs to the supplier which shall be no (i) Defects on equipment which have been reassembled
less than of 2% calculated from the due date of payment to the actual date of full and final by other parties;
payment. (ii) Defects on equipment for which the Supplier has
carried out the repair of sub-assemblies only;
Any payment subsequently made by the Purchaser to the Supplier shall be credited first against (iii) Defects of equipment arising from repairs or
any interest so accrued. replacement made by other entities without the
Suppliers written authorization;
11.3 Bankruptcy or Insolvency of Purchaser (iv) Electronic repairs, sub-assembly repairs or the
repaired part of a unit or equipment, unless the
If at any time during the contract, the Purchaser shall become bankrupt or insolvent or commit defect occurs within three (3) months form the date
any act of bankruptcy or assign his estate for the benefit of his creditors and/or being a company of repair;
shall be put into liquidation or be voluntarily wound up and/or have a receiver appointed, the (v) Losses or damages affecting other equipment or
Supplier reserves the right forthwith to cancel the contract and if applicable to repossess the other parts of equipment not serviced by Supplier.
Goods and contract material and in addition, to take such remedies against the Purchaser for
damages and/or other relief as may be available to the Supplier. 12.6 Warranty Benefit

The warranties provided herein are personal to the Purchaser and are non-assignable without
12. Warranty the prior written consent of the Supplier.

12.1 Warranties on Goods and / or Services


13. Intellectual Property Rights
The Supplier hereby warrants the Purchaser that Goods manufactured by the Supplier and 13.1 Title to Intellectual Property
Services supplied shall be free from defects due to faulty materials and workmanship, for a
period of twelve (12) months from the date of final acceptance by the Purchaser of the Goods All Intellectual Property Rights, titles, and interests, including Company Names, Trademarks,
and/or Services or eighteen (18) months from delivery of the Goods and /or Services at the Internet Domains, Copyright and Patent rights, to any Goods and Services, including know-how,
agreed point of delivery whichever comes first, except as regards defects specifically drawn to inventions, software or documentation, developed or delivered by Supplier under this contract or
the Purchasers attention, before any contract is perfected between the Supplier and the an applicable purchase order are, upon creation by Supplier vested in and thereafter remain
Purchaser or, if the Purchaser examines the Goods or equipment to be Serviced before such vested in the Supplier . The Purchaser shall have an irrevocable non transferable, non
contract is perfected, then except as regards defects which that examination ought to reveal. exclusive, royalty free license to use the Goods and/or Services only for the purpose of
maintaining, repairing and operating the Goods and/or Services.
12.2 Suppliers Obligations
13.2 Suppliers Rights
When it is proven that Goods and/or Services supplied are not free from defects due to faulty
materials and workmanship (except as revealed by examination or defects drawn to the The Purchasers material violation of any of the obligations in clause 13.1 above shall be
attention of the Purchaser as referred to in Clause 12.1 of these terms) then the Supplier shall, considered by the Supplier to be a material breach of this Agreement and shall entitle the
at its cost and option, either: Supplier to terminate this Agreement with immediate effect and without prejudice to any further
right or remedies on the part of the Supplier under this Agreement or applicable law. The
(i) Repair such Goods; or Purchaser shall indemnify the Supplier for all liabilities, damages, costs or expenses incurred as
(ii) Replace such Goods with the same or equivalent a result of any such violation of the above mentioned obligations and termination of this
Goods and/or re-perform the Services at the point of Agreement.
delivery as determined by the contract or as
provided in Clause 7.2 or; 14. Limitation of Liability
(iii) Refund to the Purchaser the Contract Price of such
Goods and/or Services subject to Clause 8. 14.1 Consequential Loss

12.3 Defect Limitations Notwithstanding anything contained in any prior contract entered into by and/or between the
Purchaser and the Supplier to the contrary, the Supplier shall not be liable for any special
The warranty provided in Clause 12.1 does not apply in respect of defects due to or arising indirect or consequential loss or damage whatsoever, such as, but not limited to loss of revenue,
from: loss of profits, loss of use, loss of power, costs of capital, loss of production and costs
connected with interruption of operations, or costs of replacement power.
(i) The act or omission of the Purchaser or his agent in
regard to incorrect or negligent handling, storage, Any such contrary contractual stipulation shall be deemed superseded by this Agreement.
disregard of operating and/or maintenance
instructions, overloading, unsuitable operating 14.2 Force Majeure
conditions, defective civil or building work, accident,
neglect, faulty erection, causes beyond the The Supplier shall not be liable to the Purchaser for any failure to meet any obligation under any
Suppliers control or whilst unauthorized repairs or contract arising between the Supplier and the Purchaser to the extent that such failure is caused
alterations by or arises from force majeure (as hereinafter defined) and such failure shall not constitute a
(ii) The consumable nature or the ordinary wear and breach of any such contract.
tear of the Goods and/or Serviced Equipment; or
(iii) Force majeure (as hereinafter defined) or fortuitous In this clause, force majeure means any event or circumstances (whether arising from natural
event causes, human agency or otherwise) beyond the control of the Supplier including but not limited
to strikes, lockouts or other industrial disputes, shortage or inability to procure labor or material
or electrical power, riot, civil commotion, fire, lightning, drought, loss or delay at sea or otherwise
breakdowns of war, any effects and/or serious threats of epidemic outbreak/s at site, in any
single community, population or region including those spreading around the world affecting
people, across many countries having, at least, imminent impact on the delivery of goods and
services.

ABB, Inc. General Terms and Conditions of Sales


9CHA111103 1301
14.3 Total Liability
The Purchaser shall immediately notify the Supplier in writing, stating the reason and the time
Notwithstanding anything contained in prior any Contract between the Purchaser and the when the Purchaser will be able to resume the works.
Supplier to the contrary, the Suppliers total liability, in respect of any and all claims for damages Without prejudice to any of the Conditions contained herein, if the Purchaser is in breach of its
or losses whether under, arising out of or in connection with the Contract including for breach of obligations in any order, agreement or contract between the Purchaser and the Supplier, the
contract or warranty, by way of indemnity, in tort (including negligence) or under any other legal Supplier may by thirty (30) days written notice suspend the performance of the works/services
theory or doctrine, shall not exceed 10% of the contract price. until Purchaser is able to rectify such breach without breach of any order, agreement or contract
nor be liable to the Purchaser for any consequence of such conduct. Any suspension by the
Any such contrary contractual stipulation shall be deemed superseded by this Agreement. Purchaser or the Supplier exceeding 30 consecutive days shall entitle the Supplier an option to
terminate this Agreement without further obligations but without prejudice to any obligations
prior to such termination,
15. Termination and Suspension

15.1 Termination by Purchaser 16. Health and Safety

The Purchaser shall, if the Supplier is in material breach of the Contract, be entitled to give the Purchaser shall take all necessary accident prevention measures and ensure that all
Supplier thirty (30) days prior written notice to rectify the material breach or within that time to local and international rules, regulations, policies and codes related to Occupational
commence to rectify the material breach and if the Supplier has failed to rectify or commence to Health and Safety are observed, in place and implemented at all times. This intends,
rectify the Purchaser shall have, the right to terminate any order, agreement or contract. without limitation that installed equipment and safety measures e.g. cranes, hoists, rails,
Following such notice, the Supplier shall comply promptly with the requirements of the fire hoses/extinguishers comply with relevant legislation and is in safe working order. It
Purchaser with regard to completion, delivery and (where applicable) installation of the Goods is understood that both parties shall provide any necessary assistance should any of
and the vacating of the Purchasers Site. either parties personnel suffer an accident or become ill. Purchasers safety officer/
supervisor or equivalent shall be present at Purchasers premises where the
If part only of the engagement of the Supplier is terminated the parties shall continue to perform works/services are being performed by the Supplier. Prior to any commencement of any
their respective obligations under any order, agreement or contract in respect of the part works/services, Suppliers personnel shall conduct an assessment of the Purchasers
which is not so terminated. premises to ensure compliance with health and safety standards. Where the condition(s)
at the premises as determined by Supplier are unsafe or where it is unsafe to perform the
15.2 Termination for Convenience works/services, Supplier shall provide Purchaser with written notice of the non-
compliance(s). Supplier shall have the irrevocable right to suspend the performance of
Any order, agreement or contract between the Supplier and the Purchaser may be terminated the works and until such non-compliance is completely rectified by the Purchaser
by the Purchaser for convenience only by thirty (30) days prior written notice. In case of order without breach of any order, agreement or contract and shall not be liable to the
cancellation, a minimum charge of 20% of the total contract amount shall be applied from the Purchaser for any consequence of such conduct.
date of order receipt. The cancellation charge shall be increased linearly up to 100% of the total
contract price one (1) month prior to scheduled delivery. All amounts payable to the Supplier The failure of the Purchaser to immediately rectify non-compliances raised by the Supplier shall
shall be immediately due upon written demand by the Supplier. grant the Supplier the irrevocable right to terminate any order, contract or agreement per
clause 15.3.
15.3 Termination by Supplier

Without prejudice to any of the Conditions contained herein, if the Purchaser is in material 17. Code of Conduct
breach his obligations necessary for the completion of any order, agreement or contract
between the Purchaser and the Supplier, the Supplier may for any reason whatsoever (delays in The Purchaser hereby warrants that it has received copies of the ABB Code of Conduct and
payments to the Supplier according to the agreed terms of payment is a material breach) by confirms the adherence and implementation of the code. Further, that it will not, directly or
thirty (30) days notice in writing to the Purchaser terminate such contract or any part thereof If, indirectly, and it has no knowledge that other persons will, directly or indirectly, make any
for any reason for which the Supplier is not responsible, the Purchaser fails to remedy his payment, gift or other commitment to its customers, to government officials or to agents,
default within such period extended by the Supplier, the Supplier may by notice in writing directors and employees of the Supplier or any other party in a manner contrary to applicable
terminate the contract. laws (including but not limited to the U.S. Foreign Corrupt Practices Act and, where applicable,
legislation enacted by member States and signatories implementing the OECD Convention
In the event of termination, the following shall apply: Combating Bribery of Foreign Officials) and shall comply with all relevant laws, regulations,
ordinances and rules regarding bribery and corruption.
(a) All amounts payable to the Supplier including any and all costs
that the Supplier is committed to incur relevant to the order, Nothing in this Agreement shall render the Supplier liable to reimburse the Purchaser for any
agreement or contract shall be immediately due upon written such consideration given or promised.
demand by the Supplier. Upon payment of the amounts agreed
as aforesaid all goods and materials to which these amounts The Purchasers violation of any of the obligations herein may be considered by the Supplier to
relate shall immediately become the property of the Purchaser. be a material breach of this Agreement and shall entitle the Supplier to terminate this
Agreement with immediate effect and without prejudice to any further right or remedies on the
(b) The Supplier may at his own discretion choose to carry out or part of the Supplier under this Agreement or applicable law. The Purchaser shall indemnify the
employ a third party to carry out the Purchaser obligations, or Supplier for all liabilities, damages, costs or expenses incurred as a result of any such violation
otherwise take appropriate measures in order to avoid or alleviate of the above mentioned obligations and termination of this Agreement.
the effects of the Purchasers default at the Purchasers cost and
risk (including third party storage). The Purchaser herewith acknowledges and confirms that he has received a copy of the
Suppliers Code of Conduct and has been provided information on how to access the Code of
(c) The Supplier shall be entitled to compensation for all costs, fees Conduct online. The Purchaser agrees to perform its contractual obligations under this
and damages the Supplier suffers because of Purchasers Agreement with substantially similar standards of ethical behavior.
default. The compensation shall not exceed contract prices,
except in cases of infringement of intellectual property rights, The Supplier has established the following reporting channels where the Purchaser and its
gross negligence and wilful misconduct. employees may report suspected violations of applicable laws, policies or standards of conduct:

15.4 Suspension Web portal: www.abb.com/ethics


Telephone: number specified on the above Web portal
The Purchaser may by thirty (30) days prior written notice suspend the works/services of the Mail: address specified on the above Web portal
Supplier under any order, agreement or contract in whole or in part in respect of any
undelivered balance of the Goods and/or Services. All costs and expenses incurred by the
Supplier directly as a result of suspension by the Purchaser, including but not limited to changes
in material and labor costs, cost of preparation for storage of goods and equipment, demurrage,
storage charges, insurance if placed, and handling charges up to the time of the lifting of such
suspension shall be payable by the Purchaser upon submission of invoices by the Supplier.

ABB, Inc. General Terms and Conditions of Sales


9CHA111103 1301