Fillable Printable Service & Maintenance Agreement - Siemens
Fillable Printable Service & Maintenance Agreement - Siemens
Service & Maintenance Agreement - Siemens
SIEMENS PT E LTD (RC No. 199605166D) Revised
Version 01/07/ 2011
(EFFECTIVE FROM 01/07/2011)
Service & Maintenance Agreement
Partner Code (where applicable):
Agreement Number:
Agreement Commencement Date:
Customer’s Representative Contact Name:
Customer’s Name & Address
hereinafte r refe rred to as “Customer”
Cust omer’s Representative Contact Number:
Siemens’ Representative Contact Name:
Siemens Pte Ltd
60 MacPherson Road
Singapore 348615
hereinafte r refe rred to as “S iemens”
Siemens’ Representative Contact Number:
WHEREAS
A.Siemens offers toprovide services to maintain the Customer’s equipment/product, subject to the terms and conditions of this Agreement and its
Schedules and the Siemens General Conditions of Service and Maintenance, a copy of which is annexed hereto.
B. The Customer accepts the offer on the terms and conditions specified above.
NOW THEREFORE THE PARTIES AGREE AS FOLLOWS:
I.Scope of Services
Please refer to Schedule 1 & 2 for details.
II.Fees and Payments
The fee covering the Services for _____________ months commencing on the date stated above shall be S$____________ (the “Fee”) and
excludes any applicable goods and services tax (“GST”) or other gover nment charge or duty (including where applicable, withholding taxes) from
time to time prescribed by law.
* A. The Fee is payable in advance, and shall be paid in instalments of S$______________:
[ ] Monthly
[ ] Quarterly
[ ] Half-yearly
[ ] Yearly
OR
* B. The Fee shall be paid in instalments of S$________________, upon provision of Services under this Agreement.
(* Delete as applicable)
III.Valid ity of Agreement & Option to Renew
This Agreement shall commence on the date stated above and shall be in force for a term of ___________ months (the “Term”). The Customer
shall have the option to renew this Agreement for further periods of one (1) year subject to Parties’ agreement on any revisions to the Fee, and
provided that such option is exercised at least one (1) month before the date of expiry of this Agreement, and is accepted by Siem ens.
List of Schedul es
Schedule 1 – Equipment List
Schedule 2 – Scope of Services
Schedule 3 – Specifi c Terms and Conditions
SIEMENS PT E LTD (RC No. 199605166D) Revised
Version 01/07/ 2011
(EFFECTIVE FROM 01/07/2011)
2
IN WITNESS WHEREOF the Part ies have caused this Agreement to be duly execut ed.
For and on Behalf of Siemens Pte Ltd:
Name:
Designation:
Date:
Name:
Designation:
Date:
For and on Behalf of
:
Name:
Designation:
Date:
SIEMENS PT E LTD (RC No. 199605166D) Revised
Version 01/07/ 2011
(EFFECTIVE FROM 01/07/2011)
3
Schedule 1
Equipment List
Schedule 2
Scope of Services
Schedule 3
Specific Terms and Conditions
SIEMENS General Conditions of Service and Maintenance
SIEMENS PT E LTD (RC No. 199605166D) Revised Version
(EFFECTIVE FROM 01/07/2011)
1Definition and Interpretation
1.1In these Conditions, the following words and expression shall have the
following mea nings ex cept where t he context ot herw is e requ ires:
"Addit ional Charge" means a charge payable by the Customer for additional
services outside the scope of the Services in accordance with Siemens'
prevailing rates for such services including without limitation, the supply of
spare parts and goods.
"Agreement" means the Service & Maintenance Agreement (including its
Schedules) for t he Services enter ed into by Siemens and the Cus tomer, and
includes thes e C ondit ions.
"Conditions" means these General Conditions of Service & Maintenance
whic h are inc orporat ed int o and form part of t he Agreement.
"Customer" means the person or persons, firm or company named on the
cover page of t he Agreement .
"Equipm ent " means the equ ipm ent listed in Sc hedule 1.
"F ee" means t he f ee pay able f or the Ser v ices as spec if ied in S ection II of t he
Agreement.
"Party" means t he Cus t omer or Siem ens, and "Parties " means bot h of t hem.
"Ser vices" means the maint enance and other servic es provided in respect of
the Equipment detailed in Sc hedule 2 and as defined in thes e Condit ions.
"Servic e T ime" means the period s et out in Claus e 2 her ein.
"Sit e" m eans t he premises w here the Servic es are provided.
"Siemens" means the Siemens company named on the cover page of the
Agree ment including its s ucc ess ors, agents and assigns .
“Term” m eans the duration of the Agreement as set out in Section III of the
Agreement.
1.2Any reference in these Conditions to any provision of a statute and any
regulations made in pursuance thereof as from time to time modified or re-
enacted, whether before, on or after the date of the Agreement, so far as
such modification or re-enactment applies or is capable of applying to any
transaction entered into prior to completion of the Agreement (so far as
liabil it y t hereunder may ex ist or can arise) shall be const rued as a reference
to that provision or regulation as amended, re-enacted or extended at the
relevant t ime and shall in clude als o any past stat utory provision or regulation
(as from time to time modified or re-enacted) which such provision or
r egulation has dir ec tly or indirectly r eplac ed.
1.3The headings in these Conditions are for convenience only and shall be
ignored in construing these Cond itions and shall not affect their int er pretat ion.
1.4Words (including words defined in the Agr eement ) importing t he singular als o
include the plural and vice-versa where the context requires. The words
"w rit t en" and " in wr iting" include any means of visible reproduction.
1.5Siemens shall provide the Services to Customer in accordance with this
Agreement . In t he ev ent of an y inconsistency bet ween t hese Condit ion s and
other doc uments f orm ing part of the Agreem ent, the follow ing or der or pr iorit y
shall apply:
1.5.1Any written agreement between the Parties where the Parties agree
that any of the provisions in these Conditions should be superseded
with an express referenc e to this Clause 1.5;
1.5.2Siemens’ quotation and documents (if any) incorporated by express
reference t o t his Clause 1. 5;
1.5.3This Agreem ent; and
1.5.4These Condit ions.
2Servi ce Ti m e
The Services shall be performed within the Service Time, which shall be
between 8.30 a.m. and 5.30 p.m., Mondays to Fridays, Public Holidays
excluded unless otherwise agreed in Schedule 2. Response times for
corrective maintenance services shall be as set out in Schedule 2 or as
other wise agreed between the Parties.
3Mod ifi c ation, Ch anges and Enhan cement s
3.1.During the Term, Siemens shall at their discretion undertake such
modificat ions, cha nges or enhanc ement s t o t he Equipment and/ or implement
any practice, procedure or measure, which is deemed by Siemens to be
neces s ary and/or t o prev ent o r m inimise damage to the Equipment .
3.2.Siemens will before undertaking any such modification, change or
enhancement etc as mentioned in 3.1 above, explain to the Customer, if
Siemens deems necessary, the need and cost (where applicable) of such
modification, change or enhancement. The Customer shall pay any
Additional Charge for such modification, change or enhancement according
to Clause 7. 2.
4Exclusions & Additional Servi ces
4.1The Serv ic es do not inc lude: -
a)Repair of damage arising from the act, error, fault, neglect, misuse,
improper operation or omission of the Customer or its servants, agents,
contractors or invitees or any person whether or not that person is under
the cont r ol or dir ection or author ity of the Cust om er.
b)Repair of damage arising from changes, alterations, additions or
modif ic ations of the Equipm ent by a per s on other t h an Siemens.
c)Repair of damage caused by incorrect power supply, failure of electrical
power, air -c onditioning, humidity c ont rol or any env ironm ental factor.
d)R epair of damage c aused by the op er ation of the Equi pment other than in
accordance with the specifications or otherwise than in accordance with
the direction, instr uction or r ec ommendations of Siemens or its pers onnel.
e)Repair of damage arising from the re-installation, moving or removing of
the Equipm ent by a person ot her than Siem ens.
f)Repair of damage caused by any circumstances beyond Siemens’
reas onable control.
g)Furnishing or supplying maintenance of accessories, attachments,
supplies, spare parts, consumables or items associated with the
Equipment unless otherwis e prov ided in Schedule 2.
h)Transport ation charges, wheth er f or air, sea or land t ransport for Ser vices
carried o n w ithin or out s ide Singapore.
i)Work performed outside Siemens ' Serv ic e T ime .
j)The cost of any Equipment or part whether spare part, consumable or
otherwis e supplied, unles s otherw is e pr ov ided in Schedule 2.
k)T he upgrading of o r r etr ofitt ing of improv ement s or major modification to
the Equipm ent.
4.2Siem ens m ay at t he Cus tom er’s option provide any of t he servic es referred to
in clause 4.1 or any other services requested by the Customer, at the relevant
Additional Charge. Siemens shall inform the Customer of the associated
Additional Charge, and the Customer shall accept the Additional Charge in
writing before the services are performed. The Additional Charge shall be
payable by the C ustom er acc ording to cla us e 7.2.
5Customer’s Responsibilities
5.1The Customer shall undertake to release all Equipment which is being
maintained by Siemens from all operational demands when so requested
to do so by Siemens in order for Siemens to perform the Services.
Alt ernat iv ely, t he Cust omer shall ensure that Siemens’ pers onnel have f ull
and saf e ac cess t o t he Equipment at all reason able times for t he purpose
of providing the Services. The Customer shall also ensure that such
access conforms to any specifications issued by Siemens from time to
time.
5.2The Customer will ensure that Siemens’ personnel or representatives are
provided a safe and secure work env ironment at all times while they are on
the Sit e to enable work to be carried out.
5.3The Customer shall provide on request a suitably qualified or informed
representative, agent or employee to accompany Siemens' personnel
when providing the Services or to render such assistance or to give such
SIEMENS General Conditions of Service and Maintenance
SIEMENS PT E LTD (RC No. 199605166D) Revised Version
(EFFECTIVE FROM 01/07/2011)
advice as will enable Siemens' personnel to exercise unrestricted access
to the Site and the Equipment and otherwise to perform the Services
effectively.
5.4The Customer shall supply auxiliary facilities and s ervic es wh en requested
by Siemens as necessary for the provision of the Services. Where the
Customer does not provide the auxiliary facilities and services, Siemens
shall be ent itled to procure such auxiliary facilities and services and seek
full reimbursement from the Customer provided Siemens has given the
Customer written notice of the non-compliance and the Customer has
failed to remedy the non-c ompliance within the time specif ied in the not ice.
The aux iliary f ac ilities and s erv ices s hall inc lude wit hout lim itation:-
a.Adequate t elephone/c ommunic ations fac ilities;
b.Lighting for all work ar eas;
c.Main and auxiliary electrical power necessary for the operation of all
equipment, capable of being isolated either by isolating switches,
removal of fuses or other means to the reasonable satisfaction of
Siemens;
d.240 volt, 50 cycle single phase at 3 pin general purpose outlets at
suitable locations;
e.Suitable dry lockable storage space for the storage of machinery,
equipment, materials and t ools ;
f.Suitable rooms on or adjacent to the Site with adequate air-
conditioning, light ing, washing , t oilet and drinkin g water f acilit ies f or the
use of Siemens ’ personnel or repr esent at iv es; and/ or
g.Lifting machinery or devices, timber, planking, strutting, cement, fuels,
wat er, gas etc.
5.5The Customer shall upon Siemens’ request furnish to Siemens sufficient
information which, in Siemens’ reasonable opinion, will enable the
Services to be carried out forthwith and without interruption. The
Cus tomer shall be res ponsible f or and bear t he c ost of any modific at ion to
t he scope of the Services ar is ing from any discrepancy, error or omis sion
in any draw ings, spec ific ation or ot her inf or mation supplied or appr ov ed by
the C ustomer.
5.6All such a ss istanc e t o be pr ovide d by the Cus tom er under this C lause 5 or
in gener al shall be at the Custom er’s sole cost and ex pens e.
5.7Not hing in this Agreem ent s hall relieve t he Cus t om er fr om its obligat ions t o
perform normal day to day maintenance on the Equipment as per the
Operator’s Manuals supplied by the manufacturer and/or Siemens
including but not restricted to normal cleaning procedures, checks and
adjust m ents des igned f or operational use.
5.8During the continuance of this Agreement, the Customer shall not carry out
or attempt to carry out modifications to, repair of, experiments on, or
maint enanc e of the Equipm ent other than day to day maintenanc e and the
Customer shall not permit any ot her person except Siemens’ personnel or
representatives to carry out such work unless prior written approval has
first been obt ained from Siemens.
6Rep lacement and Sp ar e Parts
6.1In the case of Services for which an Additional Charge is payable by the
customer f or replacement of spare parts, t it le in such replacement or spare
parts shall pass to the Customer only upon full payment of the Additional
Charge. Unless otherwise agreed in writing between the Parties, risk of
damage to or loss of r eplacement s par e parts shall pas s t o the C ustomer as
soon as t hey are deliv er ed to the Customer ’s des ignat ed prem is es.
6.2Where parts of the Equipment have been replaced by or upon the instruction,
recommendation or direction of Siemens or otherwise, title in the replaced
par t s will pass t o Siem ens up on removal from the Equipm ent.
6.3Siemens may from time to time require the Customer to purchase and st ore
at the Site such spare parts as Siemens considers necessary for the
pr ovis ion of eff ective Servic es.
6.4Siemens will not be liable for any failure or delay in providing the Services
where such failur e or delay is t he dire ct or indirect r esult of t he f ailur e of the
Customer to comply with clause 6.3.
6.5Save as aforesaid, the property of and risk in the Equipment is not affected
by the pr ov isions contained in this Agreement.
7Payment, Charges and Fees, etc.
7.1The Customer shall pay all Fees at the rate and in the manner specified
Sect ion II of the Agreement .
7.2The Customer shall pay the Fee, all Additional Charges and any cost
wherever and howsoever incurred within thirty (30) days from the date of
Siem ens' inv oice.
7.3If the Customer fails to make full payment on the due date, then without
prejudice to any other right or remedy available to Siemens, Siemens shall be
entitled to:
a.terminate the Agreement or suspend any further Services or other
obligations t o the Customer under the Agreement (without being liable to
Customer for any loss es s o c aus ed);
b.at its sole discretion, apply any monies received from the Customer in
r elation t o the Agreement or any other contract or agreement bet wee n the
Customer and Siemens, including but not limited to deposits or security
payment s, tow ards the pay ment of t he relevant inv oice; and/or
c.c h arge the Cust ome r interest on the amount unpaid on a daily basis at t h e
rate of one per cent (1%) per annum above the average Prime Lending
Rate of the Development Bank of Singapore, the United Overseas Bank
and the Oversea-Chinese Banking Corporation, from the due date until
payment in full is rec eiv ed by Siem ens .
7.4The Customer shall not be entitled to withhold from, set off against or
otherwise reduce any payments due t o Siemens unless agreed in writing by
Siemens.
7.5Siemens shall be entitled to adjustment of the Fees and Additional Charges
(to be mutually agreed in writing) in the event of changes in law or
engineering standards applicable to or affecting the Equipment and/or
Se rv ic es after the exec uti on of t he Agreement.
8Maint enan ce Equipment
Siemens shall provide all the necessary tools, equipment, testing and
diagnostic apparatus which Siemens requires in order to carry out the
Servic e unless otherwis e agre ed.
9Custom er Records & Ser vice Reports
9.1The Customer shall keep such records relating to the use and performance of
the Equipm ent as may be directed bySiemens from time to time.
9.2The Customer shall permit Siemens to have access to such records at all
reasonable times, including all periods during which the Services are being
performed or pr eparations are being made for t he Servic es t o be performed.
10I ntellectual Propert y Right s & Confidenti ality
10.1All intellectual property rights in all materials (whether in hard copy or
electronic form) which Siemens creates or supplies to the Customer in the
course of perf orming the Services under this Agreement will, as bet ween th e
Parties, be owned by Siem ens.
10.2The Customer acknowledges the confidential nature of, and the technology
and design of the replacement parts and spare parts for the Equipment and
items associated with the Equipment including, but not limited to,
documentation, forms, trade marks, instructions, operating manuals and other
information.
10.3The Customer shall not, without Siemens' prior consent in writing, copy or
cause to be copied or disclosed any details of such technology, design,
procedure or it em s to a third party.
10.4The Cus tomer may only make use of such details to the ext ent necessary t o
enable the Equipment to be used in a manner reasonably contemplated by
Siemens.
10.5The Customer may only disclose such details to those of its employees by
whom it is required to enable the Equipment to be used in a manner
reasonably contem plat ed by Siemens .
SIEMENS General Conditions of Service and Maintenance
SIEMENS PT E LTD (RC No. 199605166D) Revised Version
(EFFECTIVE FROM 01/07/2011)
10.6The Customer acknowledges that any discoveries, inventions, patents,
designs or other rights arising directly or indirectly out of or in the
per for mance of t his Agreement are the property of Sie mens.
10.7T he Custom er's obligations un de r this claus e 10 sha ll survive t he t er mination
of this Agreement.
10.8The Customer is responsible for the security of its proprietary and other
classified information. The Customer undertakes to indemnify Siemens
against all claims brought by any party for loss or damage to suc h information
howsoev er caused.
10.9Other than as specifically provided for in this Agreement, nothing in this
Agree ment as signs , transf ers or grant s a licence t o a Party over or in relat ion
t o pr e-existing intellec t ual proper ty rights ow ned by t he ot her Par ty, Siemens’
supplier or a third party.
10.10Each Party agrees not to, and shall ensure that its employees, agents and
advisors do not, disclose to third parties, any confidential or proprietary
information arising or disclosed pursuant to this Agreement (including
information not generally known to the public, such as without limitation
technical, development, marketing, sales, operating, performance, cost,
know-how, business and process information or computer programming
techniques), exc ept : (i) with t he pr ior w ritt en per miss ion of t he Par t y t o wh om
such information belongs; (ii) as required by applicable law or regulation or
pursuant to a court order or direction of any government authority or
regulatory body or stock exchange; or (iii) where the information is already
known to, or obtained by independent means, or independently dev eloped, by
the recipient, or is already in the public domain through no fault of the
r ec ipient.
11Li abili ty of Parties
11.1 The Customer shall keep Siemens, its personnel and agents fully and
eff ectiv ely ind emnified ag ainst any loss of or dam age to any property or injury
t o or death of any person caused by any negligent act or omission or breach
of this Agreement by the Customer, its employees, agents or servants, and
shall pay t o Siemens all reasonable costs, charges and losses sustained or
incurr ed by Siem e ns as a result of Siem ens bein g prev ented or delay ed f r om
performing its obligations under this Agreement by reason of any act or
omission of t he Custom er, it s em ployees, agents or serv ants.
11.2Except as expressly provided in this Agreement, all terms, conditions,
warranties, undertakings or representations whether express, implied,
stat utory or ot herwis e relating in any way to t he Servic es or to t his Agreement
are excluded. Wit hout limit ing the generality of t he f oregoing, Siemens shall
not be under any liability to the Customer for any loss of profit (actual or
anticipated), loss of use, loss of production (including loss of hydrocarbons),
loss of contracts, loss of opportunit ies, loss of revenue, cost of capit al, costs
of replacement, loss of goodwill, loss of reputation, loss of information or
data, loss from any third party contracts, loss due to business interruption,
loss of interest, loss of power, cost of purchased or replacement power,
contractual claims from third parties or any indirect, incidental, special or
consequential losses or damages arising from or in connection with its
performance or non-performance under this Agreement and whether based
upon contr act, t ort, or any ot her legal t heory. This Clause 11.2 s hall apply to
the benefit of Siemens’ personnel, Siemens’ affiliates and Siemens’ sub-
contractors..
11.3Notwithstanding any other provision of this Agreement Siemens’ total
cum ulativ e liab il it y for any act or o mission, whet her in contr act, t ort (including
negligence or strict liability) or any other legal or equitable theory during the
Term of this Agreement shall not exceed in the aggregate, 10% of the Fee
payable under this Agreement dur ing the preceding one ( 1) y ear. T his Claus e
11. 3 shall apply t o t he benef it of Siemens’ personnel, Siemens’ af filiates and
Siemens’ sub-contractors.
12Warranties
12.1Siemens warrants that:
a.it will provide the Services in a proper, workmanlike and professional
manner at all times;
b.it will exercise the reasonable standards of skill, care and diligence in
the performanc e of the Ser v ices;
c.it will ret ain a s uff icient numb er of pers onnel with the expertise requ ir ed
to prov ide the Serv ices; and
d.its personnel possess the required skills and experience required to
prov ide t he Servic es.
12.2The above warrant ies s hall not replace or s upersede the warrant y ap plicable
to t he Equipment as specif ied in any s ale and purchas e agr eeme nt.
13For ce Majeure
13.1Siem ens s h all not be liable to t he Cus t omer or be dee m ed t o be in brea c h of
the Agreement by reason of any delay in performing, or any failure to
perf orm, any of Siemens’ obligations in relat ion to the Serv ices, if the delay or
failure was due to force majeure. For the purposes of this clause, force
majeure shall mean any unforeseen event beyond the reasonable control of
Siem ens s uch as, but not limited to any act of God, act of gov ernment or any
authorities, hostilities between nations, war, riot, civil commotions, civil war,
insurrection, blockades, import or export regulations or embargoes,
rainstorms, national emergency, earthquake, fires, explosion, flooding,
hurricane or other except ional weather conditions or nat ural disast er, act s of
terrorism, accidents, sabotages, strikes, shortages in material or supply,
infectious diseases, epidemics, as well as travel restrictions or travel
warnings due to any s uch event s . If any delay in per forming, or any failure t o
perform the Agreement is caused by the delay of a subcontractor of Siemens,
and is beyond the control and without the fault or gross negligence of
Siem ens, Siem ens shall incur no liabilit y for such delay.
13.2If such delay or failure cont inues for at least one (1) month, the other party
may t er minate this Agreement im mediat ely wit h w rit ten not ic e. I n suc h event,
the Customer shall pay Siemens a reasonable sum in relation to Services
alr eady rendered and costs and ex pens es inc ur red prior t o term inat ion.
14Termi nation and/or Suspension of Services
14.1In addition to Siemens’ right to terminate the Agreement under Clause 7.3,
Siemens shall be entitled to (i) terminate the Agreement or suspend any
further Services under the Agreement without any liability to the Customer,
and (ii) demand that the Fee, Additional Charges or balance thereof shall
become immediately due and payable notwithstanding any previous
agreement or arrangement to the contrary, and (iii) retain any security given
or monies paid by the Customer and apply the said security or monies
against the assessed loss and damages, if any, suffered by Siemens, in the
event that :
a.the C ust omer is in breach of the Agreement; or
b.the Customer makes any voluntary arrangement with its creditors or
(being an individual or firm) becomes bankrupt or (being a company)
goes int o liquidat ion (ot herwise t han for t he purposes of amalgamation
or reconstruction) or has an order made or resolution passed for such
winding-up or s hal l otherwis e bec ome insolv ent or make such propos al,
assignment or arrangement for the benefit of its creditors or have a
receiver or manager appointed over its affairs or have an application
made to court for the appointment of a judicial manager or be placed
under a judic ial management order; or
c.an encumbrancer takes possession of, or a receiver is appointed over,
any of t he property or assets of t he Cus tom er; or
d.the Customer c eases, or threatens to ceas e, to carry on busines s ; or
e.there is a change in control of the Customer which in the reasonable
opinion of Siemens adversely affects the posit ion, rights or interests of
the Customer. (For the pur pos e of this sub-claus e, “c ontrol” mean s the
ability to direct the affairs of another whether by virtue of Agreement,
ownership of s hares, or ot her wise hows oe ver); or
f. in the reasonable opinion of Siemens, there occurs a material change in
the financial position of the Customer which is likely to affect the
Cus t o mer ’s ability to perform it s obligations under t he Agr eem ent; or
g.Siemens reasonably apprehends that any of the events mentioned
above is about to occur in relation to the Customer and notifies the
Cust omer acc ordingly.
14.2Terminat ion of the Agreement by S iemens shall not discharge t he Cust omer
fr om any ex ist ing obligat ion accr ued due on or p rior to the dat e of t er minat ion.
14.3The right s and remedies grant ed t o Siemens pursua nt t o t he Agreement are
in addition to, and shall not limit or affect, any other rights or remedies
available at law or in equity.
SIEMENS General Conditions of Service and Maintenance
SIEMENS PT E LTD (RC No. 199605166D) Revised Version
(EFFECTIVE FROM 01/07/2011)
15Export Control s
15.1 The fulfilment of the Agreement on Siemens’ part is conditional upon the
following:
(i)all necessary export licenses, permits, licenses and other permissions
being obtained by the Customer from the relevant authorities for the
dest inat ion and int en ded us e of t he Equipment and/or Services;
( ii)If Siemens is required to have any permit or license from any
governm ent al or other regulat ory aut hor it y, suc h perm it or licens e being
granted to the Siemens at the required time;
(iii)such performance shall not be prevented by impediments on the
grounds of national and international legal requirements, including but
not limited to export control regulations, customs requirements,
embargoes or other sanctions.
15.2The Customer shall comply with all relevant statutes, rules and regulations
and bye-laws af fecting its obligations and the performance of the Agreement
( inc luding any laws and regulations c o ncerning the export , r e-export or im port
of Equipment, technology or technical data and Ser vices) and shall obt ain at
its own costs and expenses all necessary permits and li cences. S iemens may
suspend performance if the Customer is in violation of applicable laws or
regulations.
15.3Equipment labelled with “AL not equal to N” are subject to European or
German export authorisation when being exported out of the European
Union. Equipment labelled with “ECCN not equal to N” are subject to the
United States of America’s re-exporting authorisation. Even without a label,
or with label “AL:N” or “ECCN:N”, authorisation may be required due to the
final en d-us e and destinat ion for whic h the Equipment are to be used.
15.4 If the Customer transfers any Equipment (hardware and/ or software and/ or
technology as well as corresponding documentation regardless of the mode
of provision and including all kinds of technical support) delivered or
per for med by Siemens or Servic es (inclu ding all kinds of t ec hnic al s upport) t o
a third party, the Customer shall comply with all applicable national and
international (re-) export c ontrol regulations. In any event of such transfer of
Equipment and/or Services, the Customer shall comply with the (re-) export
control regulations of the Federal Republic of Germany, of the European
Union and of the United St at es of America.
15.5 Prior to any transfer of the Equipment and/or Services provided by Siemens
to a third party, the Customer shall in particular check and guarantee by
appr opriat e measures that :
(i)There will be no inf ringement of an embargo imposed by the European
Union, by the United States of America and/ or by the Uni ted Nations by
such transfer, by brokering of contracts concerning those Equipment
and/or Services or by provision of other economic resources in
connection with thos e Equipment and/or Ser vices, als o considering the
limitations of domestic business and prohibitions of by-passing those
embar gos; and
( ii)Suc h Equipment and/or Serv ices are n ot intended f or use in c onnec tion
with armaments, nuclear technology or weapons, if and to the extent
such use is subject to prohibition or authorization, unless required
authorization is prov ided;
(iii)The r egulat ions of all applic able Sanct ioned Part y Lis ts of the European
Union and the United States of America concerning the trading with
entit ies, persons and organiz atio ns list ed therein are cons idered.
15.6 If required to enable auth orities or Siemens to conduct export control checks,
the Customer, upon request by SIemens, shall promptly provide Siemens
with all information pertaining to the particular end customer, the particular
dest ina tion and the part icular intended use of t he Equipment and/ or Services
pr ov ided by Siemens , as well as any ex port control restrict ions ex ist in g.
15.7 The Customer shall indemnif y and hold har mless Siemens from and against
any c laim, proc eed ing, action, fine, los s, cost and damages arising out of or
r elating to any nonc omplianc e with ex port cont r ol regulations by t he
Cus t omer, and the Customer s hall c om pensate Siemens f or all los s es and
expenses resulting thereof.
16General
16.1 Siemens is a member of the group of companies (“the Siemens group of
companies”) whose holding company is Siemens Aktiengesellschaft
(“SAG”), and accordingly Siemens may perform any of its obligations or
exerc is e any of its rights hereunder by its elf or through any other member of
this group, provided that any act or omission of any such other member
shall be d eem ed t o be t he act or omission of Siemens. The Cus tomer s hall
not assign any of its rights or obligations under the Agreement without the
prior written consent of Siemens, such consent to be signed by its
authorised representatives. Any attempted delegation or assignment shall
be void. Siemens may sub-contract the performance of this Agreement or
any part of this Agreement without obtaining the prior consent of the
Customer.
16.2 The fulfillment of the Agreement on Siemens’ part is subject to the proviso
that this shall not be prevented by impediments on the grounds of national
and international legal r equirements.
16.3 Any notice required or permitted to be given by either Party to the other
under the Agreement shall be in writing and signed by the authorised
representatives of the Party addressed to that ot her Party at its registered
office or principal place of business or such other address as may at the
relevant t im e have been notified to the Par ty giv ing t he notic e. N otic es m ay
be delivered by hand, or by prepaid regis t er ed post or by facsimile and shall
be deem ed to have been served:
(i)if by ha nd, at t ime of deliver y;
(ii) if by prepaid r egist ered post, 3 working days aft er post ing;
(iii) if by fac s imile, on the date printed on the fac simile trans m ission report
produc ed by the sender’s m achine.
16.4No waiver by eit her Party of any breach of the Agreement by the ot her Party
shall be considered as a waiver of any subsequent breach of the same or any
other provision. If either Party delays, neglects or chooses not to enforc e its
right under t he Agreement, it s hall not af f ect its r ight to do so at a lat er date.
16.5If any provision of the Agreement or these Conditions is held by any
competent authority to be invalid or unenforceable in whole or in part such
provision shall be construed, limited or if necessary, severed to the extent
necessary to eliminate such invalidity or unenforceability and the validity of
the other provisions of the Agreement and these Conditions and the
rem ainder of the prov ision in ques tion shall not be affected but shall remain in
full force and effect.
16.6No terms shall survive the expiry or termination of the Agreement unless
expres s ly prov ided.
16.7T his Agreement is the entir e agr eemen t between the Par t ies and may n ot be
changed un les s agreed in writ ing by pr operly authorised repr es entativ es of
both Parties.
16.8 The relationship between Siemens and the Customer is one of independent
contractor and nothing in this Agreement shall be construed as creating any
relationship of partnership, employment, joint venture or agency between
Siem ens and the C ustom er.
16. 9 Sav e f or t he Siem ens group of companies, the Parties do not intend that any
term of the Agreement should be enforceable, by virtue of the Contracts
(Right s of Th ird Part ies) Act ( C hapt er 53B of Singapor e) or otherw ise, by any
person w ho is not a party to t he Agreement.
17. Applicable Law and Dispute Resolution
17.1 The Agreement (including these Conditions) shall be governed by and
construed in accordance with the laws of Singapore. The application of the
United Nations Convention on Cont racts for the I nternational Sale of Goods
of April 11, 1980 shall be exc luded.
17.2T he Parties will use t heir bes t eff orts t o negot iate in good fait h and set t le any
dis pu te that m ay ar is e out of or relate to this Agreem ent or any br each of it . If
any such dispute cannot be settled amicably through ordinary negotiations
between representatives of the Parties, the dispute shall be referred to the
management of each Party who will meet in good faith in order to try and
resolv e the dispute.
SIEMENS General Conditions of Service and Maintenance
SIEMENS PT E LTD (RC No. 199605166D) Revised Version
(EFFECTIVE FROM 01/07/2011)
17.3All negotiations connected with the dispute will be conducted in complete
confidence and the Parties undertake not to divulge details of such
negotiations except t o their professional advisers who will also be subject to
such confidentiality and such negotiations shall be without prejudice to the
r ights of the Parties in any future proceedings.
17.4In the event any such dispute is unresolved after thirty (30) days of the
commencement of such negotiations referred to in Clause 17.2, such
disputes arising out of or in connection with the Agreement, including any
question regarding its ex istence, validity or terminati on, shall be f inally s ettled
under t he Rules of S ingap ore I nternat ional Ar bitration Centre (“SIAC ”) f or t he
time being in force (“SIAC Rules”), which rules are deemed to be
incorporated by reference into this Clause. For disputes where the total
quantum in dispute (including all count erclaims) is less than S$5 million, the
t ribunal shall consist of one (1) ar bitrat or to be appointed by the Chairman of
SIAC. For all other disputes, the tribunal shall consist of three (3) arbitrators
to be appoint ed by the Chairm an of the SIAC. T he seat of ar bit ration shall be
Singapore. The language to be used in the arbitration proceedings shall be
English.
