Obligations of the Customer 3.1 The Customer agrees to:
(a) The Customer shall give the Company not less than 14 days prior written notice of any proposed change of ownership of the Customer and or any change in the Customer’s details (including but not limited to, changes in the customer’s name, address, contact phone/fax numbers or business practice). The Customer shall be liable for any loss incurred by the Company as a result of the Customers failure to comply with this clause.
(b) Pay the Company the Price for carrying out the Works in accordance with this agreement;
(c) Provide the Company with all necessary plans, specifications, services and amenities, so as to allow the Company to carry out the Works, provide access to the Location and ensure to the Company’s reasonable satisfaction that the Location remains in a state and condition that is safe for the Company and its employees and agents;
(d) Ensure the Location complies with all necessary bylaws and restrictions is structurally sound (in accordance with all legislation governing safety in the workplace);
(e) Not to cause any disruption or obstruction to the carrying out of any Works and to follow any reasonable instructions provided by the Company about the Works;
(f) Where the Works requires co-ordination with other trades then the Customer will supply the Company with a schedule detailing all relevant information so as to allow the Company sufficient time to co-ordinate with the Customer’s other tradespersons;
(g) Permit the Company to attach such reasonable signage as the Company may wish to any Works so as to identify that the Company is carrying out the Works;
(h) In circumstances where it wishes to make a claim against the Company pursuant to the guarantee given in clause 13.2, exclusively permit the Company or its authorised representative to remedy or make good any defects in its Workmanship and not permit any other third party to do so.
3.2 Without prejudice to any other right or remedy of the Company, if the Customer fails to carry out or perform any of its obligations pursuant to this clause 3 (excepting clause 3.1(g)) then, in addition to any Additional Expenses Charge that may apply, the Company may charge the Customer a Services Delay Charge for each day (or part thereof) that the Company is, in its reasonable opinion, unable and/or not required to carry out or perform the Works as a result of such breach by the Customer.
3.3 Where the Customer requests any Related Work to be carried out, the Company will use its best endeavours to source suppliers and/or contractors to carry out the Related Work, but the Customer is responsible for the commissioning, controlling, and payment for such work.
3.4 The Customer acknowledges that unless otherwise agreed in writing between the Customer and the Company, the Customer shall be responsible for obtaining, paying for and maintaining in force all permits, approvals, authorisations, authorities, licences and consents of all regulatory authorities whatsoever which are or may be necessary or advisable in connection with the Works.
Liabilities of the Company Except as stated in this Section 8, the Company shall have no liability for damages of any kind arising out of or related to events, acts, rights or privileges contemplated in this Agreement.
a. The liability of the Company for damages resulting in whole or in part from or arising in connection with the furnishing of Service under this Agreement including, but not limited to, mistakes, omissions, interruptions, delays, errors or other defects or misrepresentations shall not exceed an amount equal to the charges under this Agreement applicable to the specific call (or portion thereof) that was affected. No other liability shall attach to the Company.
b. The Company shall not be liable for any failure of performance hereunder due to causes beyond its control, including, but not limited to: (1) acts of God, fires, flood or other catastrophes; (2) any law, order, regulation, directive, action or request of the United States Government, or any other government, including state and local governments having jurisdiction over the Company, or of any department, agency, bureau, corporation or other instrumentality of any one or more of said governments, or of any civil or military authority; or (3) national emergencies, insurrections, riots, wars or other labor difficulties.
c. The Company shall not be liable for any act or omission of any other entity furnishing facilities, equipment, or services used by a Customer, with the Company's Services. In addition, the Company shall not be liable for any damages or losses due to the failure or negligence of any customer or due to the failure of customer provided equipment, facilities or services.
Obligations of the Client 5.3.1. The Client undertakes to comply with the French and foreign regulations applicable to it or those which are applicable to the Agreement. The Client acknowledges that: the provisions set out in the attachment (the “Attachment”) to the 2021 ISDA BRRD Article 55 Bail-In Amendment Agreement Principal version are incorporated into and form part of the Agreement. For the purposes of the Attachment, the Agreement shall be deemed to be a Covered Agreement and the Amendment Effective Date shall be the date of this Agreement. In the event of any inconsistencies between the other provisions of this Agreement and the Attachment, the Attachment will prevail. the terms of paragraph 2 of the ISDA BRRD II Omnibus Jurisdictional Module are incorporated into and form a part of this Agreement, and this Agreement shall be deemed a Covered Agreement for purposes thereof. For purposes of incorporating the ISDA BRRD II Omnibus Jurisdictional Module, the Bank shall be deemed to be a Regulated Entity, the Client shall be deemed to be a Module Adhering Party, and France shall be deemed to be a Covered Member State. In the event of any inconsistences between this Agreement and paragraph 2 of the ISDA BRRD II Omnibus Jurisdictional Module, the ISDA BRRD II Omnibus Jurisdictional Module will prevail.
5.3.2. The Client undertakes to indemnify the Bank at its first request for all expenses, charges and damages which the latter may bear directly or indirectly, as well as to assist it in the event of claims, legal proceedings or other implementation of its liability by a third party which would result from performance of the Agreement.
5.3.3. The Client also undertakes to only initiate transactions that are compliant with its corporate purpose and its status or nature.
5.3.4. In addition to its information obligations under the Agreement, the Client shall inform the Bank of: - any event affecting its capacity to act; - any change in its legal form; - any of its legal representatives ceasing to act in such capacity; - any event that could substantially affect its financial capacity; and - any event that could affect the regulatory treatment of any FX Transaction entered into pursuant to the Agreement.
5.3.5. The Client shall send the Bank all elements likely to report on its financial situation and, in particular, its corporate financial statements. The Client shall also promptly supply the Bank with any information and/or documentation that the Bank may request from time to time to enable it to comply with: (i) any legal and regulatory requirements which may apply to it or (ii) in the case of industry/market voluntary codes, any such codes with which the Bank chooses to comply.
5.3.6. The Client shall not be entitled to challenge any FX Transaction carried out at the initiative of one of its legal representatives whose termination or resignation has not been duly notified to the Bank.
5.3.7. The Client represents, warrants and undertakes to the Bank on the date that the Client enters into this Agreement and on each date that it places an Order or enter into an FX Transaction that:
(a) The Client is entering into this Agreement and placing an Order or entering into an FX Transaction as principal;
(b) In respect of Exchange Contract as Means of Payment and Flexible Delivery Exchange Contract as Means of Payment: the Client is not a financial counterparty within the meaning of Article 2(8) of Regulation (EU) No 648/2012 of the European Parliament and of the Council, the Client is entering into such FX Transaction as a mean of payment in order to facilitate payment for identifiable goods, services or direct investment, and the Client understands and acknowledges that such FX Transaction is not traded on a trading venue and will be physically settled;
LIABILITIES OF THE PARTIES 11.1. Should the Buyer breach the terms of payment stipulated in the Contract and corresponding additional agreements, the Buyer shall pay to the Seller liquidated damages of 0.05% of the amount outstanding per full calendar day of the payment delay. Should the Buyer fail to make 100% payment of Goods cost within 2 days of the time stipulated for payment, the Seller has the right, at its sole discretion, to terminate the Contract by written notice to the Buyer and without further liability upon the Seller. Should the Buyer breach the terms of signing of additional agreements both on provisional price and on final one, and the terms of fulfillment of final settlement, indicated in cl.8.3, the Seller reserves the right at its sole discretion, not to nominate the future Goods lots with further postponement of the delivery or decrease of the whole amount under the current Contract and / or to terminate the Contract without further liability upon the Seller.
11.2. The Parties acknowledge that the Seller has a legitimate interest in ensuring prompt and full loading of the stipulated quantity of Goods and that any failure of the Buyer to load the full quantity of Goods at the time specified in the Contract could cause the Seller significant loss and inconvenience. In particular, the Buyer understands that any such failure may cause the Seller to incur costs including, but not limited to, terminal storage charges, railway demurrage and / or infrastructure charges, and / or vessel demurrage in respect of other vessels. Accordingly, should the Buyer fail to load the full quantity of Goods at the time specified in the Contract:
11.2.1. the final price (Pr(F)) of the Goods shall be increased by 0,05% of the Contract value of the unlifted goods, per full calendar day of delay in lifting; and
11.2.2. the Seller shall have the right, at its sole discretion, to cancel the delivery of the unlifted Goods and / or to terminate the Contract without further liability upon the Seller.
11.2.3. Сompensates to the Seller losses suffered, including, but not limited to the following: charges of the Seller for storage of the Goods in the tanks of the terminal and in tanks of park of Ministry of Railways, charges of the Seller for using an infrastructure of the railways, other connected with this charges including demurrage claims of other vessels.
11.3. The Buyer shall exercise reasonable efforts to ensure that:
11.3.1. for vessels carrying persistent oil products as cargo, the vessel carries on board a certificate of insurance as described in the Civil Liability Convention for Oil Pollution Damage; and
11.3.2. the vessel has in place insurance cover for oil pollution no less in scope and amounts than available under the Rules of P&I Clubs entered into the International Group of P&I Clubs.
11.3.3. the vessel shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to chapter XI of SOLAS (ISPS Code).
11.4. The Seller shall procure that the loading port/terminal/installation shall comply with the requirements of the International Ship and Port Facility Security Code and the relevant amendments to Chapter XI of SOLAS (ISPS Code).
Obligations of the Consultant 6.1 The Consultant hereby acknowledges and agrees that he will at all times during the continuance of this Agreement:
a) That any practice of medicine is on the Consultant’s own behalf and that the provision of Services under this Agreement expressly does not and shall not include any practice of medicine on behalf of the Company.
b) That the Consultant shall obtain all necessary credentials required by his own country of origin and those required by the international standards and the country he is travelling for the purpose.
c) To keep and treat the Confidential Information with utmost confidentiality and secrecy and shall use the same only to the extent require to discharge obligations as mentioned in this Agreement;
d) Will not disclose such Confidential Information either directly or indirectly to any third party.
e) Will not make any copies of the Confidential Information whether tangible, intangible or electronic format except to the extent required to discharge obligations as mentioned in this Agreement and keep the same secured and prevent its unauthorized access by any third party.
f) That the Confidential Information and any copies thereof shall remain an unencumbered property of Company and its mere disclosure shall not confer on Consultant any rights over it beyond those contained in this Agreement. In the event Company and Consultant decide not to progress the consultancy arrangement, the Consultant shall promptly return the Disclosed Information to the Company without retaining any copies of the same.
g) The foregoing obligations of confidentiality and non-use shall not apply to disclosed Confidential Information under the following conditions :
(i) When it is publicly available or known at the time of disclosure, or following that time, it becomes publicly available otherwise than as a result of any failure to comply with the terms of this Agreement;
(ii) If required to be disclosed as per applicable laws or other Governmental or Regulatory bodies.