1. Preamble
1.1 These General Purchasing Conditions (“the Conditions”) form part of the “Agreement” between the Parties which replaces and supersedes all other prior oral and written agreements between the Parties.
1.2 In case there exists a valid Service Agreement (“SA”) applicable to the Purchase Order scope between the Parties, the terms and conditions of such frame agreement shall apply to the scope, and shall replace these General Terms and Conditions, or any other standard terms and conditions exchanged between Geocrest and Supplier.
1.3 RATIFICATION: If the “Company” or “Supplier” specified in the Purchase Order is the same as the “Company” or “Supplier” identified in the Agreement, then this Purchase Order is hereby incorporated into and made part of the Service Agreement. If the “Company” or “Supplier” specified in this Purchase Order is not the same as the “Company” or “Supplier” identified in the Agreement, then the Parties to this Purchase Order hereby adopt and ratify the provisions of said Agreement. As to the Work described in this Purchase Order, the terms of said Agreement as changed or supplemented by this Purchase Order shall control.
1.4 By confirming the PO or by performing or supplying any goods and/or services set forth in the PO or invoicing pursuant to the PO, Supplier expressly agrees and accepts all terms of the PO and this Agreement.
2. Definitions in the PO
“Affiliate” – means, with respect to any Person, any other Person that, directly or indirectly, controls, is controlled by or is under common control with such Person. For the purpose of this definition:
(a) the term “control” shall mean the direct or indirect beneficial ownership of more than 50% of the issued share capital, stock or other participating interest, or the legal power to direct or cause the direction of the general management, of the Person in question, and “controls” and “controlled” shall be construed accordingly; and
(b) beneficial ownership (direct or indirect) and legal power to direct or cause the direction of general management shall include any ownership or power vested in the name of another person when shares are registered in such Person as a nominee or vested in such other Person (or its nominee) whether by way of security or in connection with the taking of security;
1.4 By confirming the PO or by performing or supplying any goods and/or services set forth in the PO or invoicing pursuant to the PO, Supplier expressly agrees and accepts all terms of the PO and this Agreement.
“Agent” – means, a company or an individual, who is neither an employee of Geocrest or its Affiliates nor an independent contractor serving in a functionally equivalent position, representing or acting on behalf of Geocrest or its Affiliates in any capacity whereby they provide services to Geocrest or its Affiliates and are authorized by Geocrest or its Affiliates to interface with government officials or government-owned entities in connection with Work on behalf of Geocrest or its Affiliates.
“Agreement" – means the agreement between Geocrest and Supplier for the sale and purchase of the Goods and/or Services in accordance with these Conditions and as set out in an Order;
“Associated Company" – means any entity which is not an Affiliate but is part-owned or managed by (a) Supplier or Geocrest or (b) an Affiliate of Supplier or Geocrest
“Claims” – means all claims, costs (including legal costs), damages, debts, demands, expenses, fines, interest and awards (including legal expenses), liabilities, liens, losses, obligations, penalties, remedies and causes of action of any kind (including, without limitation, actions in rem or in personam), in each case whether created by law, contract, equity, tort, voluntary settlement, or otherwise, including those made or enjoyed by dependants, heirs, claimants, executors, administrators or survivors, and any payment made pursuant to an extrajudicial settlement;
“Client" – means any legal or natural person(s) to whom Geocrest or an Affiliate of Geocrest has agreed to provide goods or services for which the Work is relevant;
“Client Group" – means
(a) Client and Client’s Affiliates;
(b) Client’s other contractors of any tier and their Affiliates;
(c) Geocrest Group and their Affiliates; and
(d) the respective agents, directors, officers, employees, consultants, agency personnel and invitees of the Persons included in items (a), (b) and (c) of this definition, but shall not include any member of Supplier Group;
“Consequential Loss" – means whether or not foreseeable at the date of this Agreement any:
consequential or indirect loss or damage as determined under the laws of Ghana; and
any loss of earnings, loss of profit or anticipated profit and loss of production and/or deferral of production, loss of product, loss of revenue, losses arising out of any business interruption, loss of use (including but not limited to wasted cost to other contractors providing personnel or equipment (i.e. spread cost)) in each case whether direct or indirect to the extent not included under (i) above;
“Deliverables“ – means any outputs of the Works and Services and any other documents, products and materials provided by Supplier to Geocrest as specified in the Order and any other documents, products and materials provided by Supplier to Geocrest in relation to the Services (excluding Goods);
“Delivery Date“ – means the delivery date(s) for the supply of Goods and Services as set out in the relevant Order;
“Facility“ – means Geocrest Offices, Project Site or Clients Sites (unless otherwise agreed between Parties) on which Supplier provides Goods and/or performs Services;
“Goods” – means the goods for companies purchase (or any part of them) set out in the Order;
“Government Authority” – means any supranational, international, national, federal, state, provincial, territorial, regional, municipal or local legislative, governmental or regulatory authority, including any branch, division, ministry, department or agency of the same, and any court, tribunal, commission, board or similar authority, and any enterprise owned, managed or otherwise controlled by any government entity, in each case with jurisdiction over Geocrest Company Limited, Supplier Group, the Work, any worksite or any matter arising under an Order;
“Intellectual Property Rights” or “IPR” – means any intellectual property rights, in any form or storage, including but not limited to copyrights (including rights in computer software and moral rights) and related rights, patents, utility models, trademarks, service marks, trade names, topography rights, design rights and rights in databases, rights in internet domain names and website addresses, rights in confidential information including but not limited to know-how, trade secrets, rights to prevent passing off or unfair competition, and all other intellectual property rights, and all applications, pending applications or right to apply, for the above in all cases whether or not registerable in any country (in each case whether registered or unregistered) and all rights and forms of protection of a similar nature or having equivalent or similar effect anywhere in the world;
“Geocrest” – means the Geocrest Company Limited entity that enters an Order with a Supplier for the purchase of the Goods and/or Services.
“Geocrest Data” – means all and any data and information of Geocrest, including
data from Geocrest’s source systems,
data
provided, collected, used, processed, stored, or generated as the result of use of the Goods and Services,
data derived from data listed in item (i); and
personally identifiable information collected, used, processed, stored, or generated as the result of the use of the Goods and Services;
“Geocrest Group” – means
Geocrest and its Affiliates and Associated Companies;
its and their other contractors and subcontractors of any tier and their Affiliates;
the respective agents, directors, officers, employees, consultants, agency personnel and invitees of the Persons included in items (a) and (b) of this definition and (d) Client Group, but shall not include any member of Supplier Group;
