OURAY SINGAPORE PTE. LTD.

GENERAL TERMS AND CONDITIONS FOR SERVICES

1. Applicability. 

 

  • These Terms and Conditions for Services ("Terms") are the only Terms that govern the provision of Services for Ouray Singapore PTE LTD (“Ouray”) by Ouray’s Suppliers and Services Providers ("Service Provider(s)") to any Ouray Customer ("Customer").

  • Any accompanying Order Confirmation (the "Order Confirmation"), an Ouray Supplier (or Service Provider) Contract (“Supplier Contract”), Work Authorization under an Ouray Supplier Contract (“SOW”), and these Terms (collectively, “Agreement") comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. In the event of any conflict between these Terms and the other sections of the Agreement, these Terms shall govern unless an Order Confirmation or SOW expressly states that “the Terms and Conditions” of the Order Confirmation or SOW shall control and will only control for that Order Confirmation or SOW.

  • If Ouray and Subcontractor have executed a “Subcontractor Agreement” or Supplier Contract for Services; that agreement is incorporated in its entirety herein by reference. Likewise, by providing a link to these “Terms and Conditions” in a “Subcontractor Agreement” or Supply of Services Contract or other document or correspondence establishing a relationship between Ouray and any Service Provider these “Terms and Conditions” are incorporated by reference into the agreement between Ouray and the Service Provider; and it will supersede any prior Terms and Conditions or conflicting agreement terms.

  • Acknowledgment or acceptance of any Order Confirmation, Supplier Contract, SOW, or commencement of any work pursuant to a request from Ouray or an Ouray Customer shall be deemed an acceptance of these Terms, or any future Terms issues by Ouray so long as a link or access to the Terms is made available to Service Provider.

  • These Terms prevail over any of Customer's or Service Provider’s general terms and conditions regardless of whether or when Customer or Service Provider has submitted its request for proposal, order, or such terms. Provision of Services to Customer does not constitute acceptance of any of Customer's terms and conditions and does not serve to modify or amend these Terms.

 

2. Services.

 

  • Service Provider shall provide the services to Customers as described in any duly authorized, Supplier’s Contract, Work Authorization, or Order Confirmation (the "Services") in accordance with these Terms.

  • Service Provider shall use all reasonable endeavors to meet any industry performance standards and dates specified in the SOW or Order Confirmation.

  • Service Provider shall furnish the labor, equipment, materials, tools, supervision, and services required to perform the Work described in a SOW or Order Confirmation and at the direction of Ouray. Service Provider shall comply with all Federal, State, and Local laws, rules, and regulations governing the Work. Service Provider agrees to perform the Work in accordance with the rates set forth in the Rates section of the relevant “Subcontractor Agreement” or Supplier Contract for Services or if there is no signed Agreement, the Service Provider will provide their most up-to-date rate sheet before performing any Work.

  • Subcontractor’s response team leader must contact the Ouray project manager by telephone and email both as the response team departs their equipment location and immediately upon arrival at the project site and then routinely thereafter on a time schedule established by the Ouray project manager. The initial arrival call shall inform Ouray’s project manager of existing site conditions and any unforeseen personnel or equipment requirements. Personnel and equipment authorized for this project are identified in the SOW or Order Confirmation. Any changes to the personnel and equipment levels authorized in the SOW or Order Confirmation must be specifically approved in writing by the Ouray project manager prior to implementation.

  • Service Provider shall respond from the geographic location designated by Ouray in the SOW or Order Confirmation. Any personnel or equipment mobilized from any location other than that designated shall have specific prior approval of Ouray or shall be invoiced as if mobilized from the initial geographic response location designated by Ouray.

  • Service Provider shall provide Ouray with all such documentation indicated in the SOW or Order Confirmation. Field notes and captioned photographs must clearly identify and document the root cause of the incident. For example, the Service Provider may indicate in writing “nail on pallet punctured the bottom of container causing the contents to leak out” and provide photographic evidence supporting the cause of the leak. 

  • Service Provider may not assign, transfer, or subcontract a duly authorized SOW or any right of obligation arising from a Supplier Contract without Ouray’s written consent.

 

3. Payment.

 

  • Invoices received by Ouray more than forty-five (45) days after either the end of each month or completion of a response will only be paid to the extent such invoices can be included in Ouray’s invoice to its Customer. Invoices will not be processed for payment until the Ouray project manager has received all the required supporting documentation, which the Service Provider shall provide. Each invoice and all supporting documentation submitted by the Service Provider must be a complete, stand-alone package and must reference the Ouray Purchase Order Number listed in the SOW or Order Confirmation. 

  • Service Provider shall reference both the Ouray Purchase Order Number and the physical address or the location of the project site on all field notes, waste profiles, waste disposal documents, analytical reports, shipping tickets, manifests, and bills of lading. Ouray will provide the Service Provider with the waste generator information necessary to complete all documents. 

  • All amounts payable by Ouray exclude amounts in respect of value added tax (VAT) OR goods and services tax (GST) AND/OR other sales tax (Sales Tax), which Ouray shall additionally be liable to pay to the Service Provider at the prevailing rate (if applicable), subject to receipt of a valid VAT OR GST OR Sales Tax invoice.

  • The Service Provider shall submit invoices for the Charges plus VAT OR GST OR Sales Tax if applicable to Ouray, within 45 days of performance of the Services OR at the intervals specified in a duly authorized Work Authorization. Each invoice shall include all supporting information reasonably required by Ouray.

  • Ouray may at any time, without notice to the Service Provider, set off any liability of the Service Provider to Ouray against any liability of Ouray to the Service Provider, whether either liability is present or future, liquidated or unliquidated, and whether or not either liability arises under the Contract. If the liabilities to be set off are expressed in different currencies, Ouray may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Ouray of its rights under this clause shall not limit or affect any other rights or remedies available to it under the Contract or otherwise permitted under the applicable law.

 

4. Obligations.

 

  • Ouray shall provide the available site-specific information regarding its requirements for the Work and shall communicate in a timely manner to the Service Provider any new information which becomes available or any change in services requested. Ouray shall communicate to the Service Provider any special hazards or risks involved in the Work of which it becomes aware. Ouray’s duty to inform Service Provider of known hazards or risks shall not relieve Service Provider of its independent obligations and duties to perform in accordance with all applicable Federal, State or Local laws, rules, and regulations. 

  • The performance of emergency response services is, by its very nature, inherently dangerous and may involve exposure to reactive, flammable, volatile, or otherwise hazardous substances or wastes.  In recognition of this, while its employees or subcontractors are on the site of the emergency incident Service Provider shall maintain strict discipline and perform all Services in strict compliance with all applicable Federal, State, and Local laws, rules, and regulations. 

  • Service Provider warrants that its conduct of Services of the Work will conform to the standards of care, skill, and diligence normally observed by professionals in the performance of similar Services as of the time Subcontractor provides such Services.  Subcontractor agrees to make, at its own expense, all repairs, and replacements required by the failure of materials, mishandling of product, or negligent workmanship supplied by Service Provider which becomes evident within one (1) year after the date of completion of the Services.

  • Service Provider shall obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.

  • Service Provider represents and warrants to Ouray that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations under this Agreement.

  • Service Provider shall erect and properly maintain, as required by the conditions and progress of the Services, all necessary safeguards for the protection of its employees and the public.  Service Provider shall furnish Ouray such evidence of compliance as Ouray may from time to time reasonably require.

  • Service Provider acknowledges and agrees that Ouray, at its sole discretion, may expand, modify and/or discontinue Service Provider’s services as requested and described in the SOW or Order Confirmation. However, in the case of discontinuance, Ouray acknowledges and agrees that appropriate demobilization charges may still apply. 

  • Regardless of the information provided by Ouray, Service Provider shall take necessary precautions for the safety of its employees and shall comply with all applicable provisions of Federal, State and Local laws, rules, and regulations. 

  • Service Provider shall immediately, or as soon as possible, report to Ouray all accidents involving personal injury or property damage arising out of, or in connection with, the performance of the Services.

  • Inspection: all services furnished under an Agreement shall be subject to inspection and test by Ouray and will be subject to Ouray’s or Ouray Customers’ final inspection and approval. It is the Services Providers' duty to furnish professional services in a manner consistent with the highest professional, ethical, and industry standards. If the Service Provider furnishes services lacking this standard, Ouray may, Service Provider’s expense: (1) require the Service Provider to promptly correct, fix, repair, or repeat the services from Service Provider; (2) reject the sub-standard services in whole or in part, and (3) withhold payment for the services until Service Provider promptly corrects, fixes, repairs, or repeats the services. Payment for any services shall not be deemed acceptance and in no event shall Ouray incur any liability for payment for rejected services.

  • Warranties: by accepting any Agreement, Service Provider warrants that the services furnished will be free from defects in materials and workmanship, and Service Provider’s descriptions and promises related to furnishing services will be fit for Ouray’s or Ouray Customers’ intended use.

5. Intellectual Property.

 

  • Service Provider shall retain its ownership of the intellectual property that it owned prior to entering a Supplier Contract (“Background IP”) with Ouray; however, any intellectual property that Service Provider develops for Ouray or any of its Customers, Affiliates, or Suppliers or is reasonably related to or arises from any Work performed under an Agreement which references these Terms shall be owned exclusively by Ouray.

  • As used in these Terms, the term “Development” means any idea, development, technique, modification, process, or improvement (whether patentable or not), any industrial design (whether registerable or not), any mask work, however fixed or encoded, that is suitable to be fixed, embedded or programmed in a semiconductor product (whether recordable or not), and any work of authorship (whether or not copyright protection may be obtained for it) created, conceived, or developed by Service Provider, either solely or in conjunction with others, during the term of an Agreement with Ouray, or a period that includes a portion of the term of an Agreement with Ouray, in connection with providing the Services.

  • Ownership and Use of Intellectual Property.  Each Development (developed for the Ouray or as described and defined above) will belong exclusively to Ouray.  Service Provider acknowledges that all Developments are works “made for hire” under the relevant copyright law and are the sole and exclusive property of Ouray, including any copyrights, patents or other intellectual property rights pertaining thereto.  If it is determined that any Developments are not works made for hire, Service Provider hereby assigns to Ouray (and agrees to execute and deliver any other documents deemed necessary or reasonably desirable to so assign) all of Service Provider’s right, title, and interest, including all rights of copyright, patent, and other intellectual property rights, to or in such Developments.  Service Provider grants Ouray an irrevocable, royalty-free license to use any of its Background IP that Ouray must use to obtain the full benefit of the Services paid for under an Agreement with Ouray and these Terms, including the use of any deliverables provided as part of the Services.  Service Provider further agrees that it will promptly: (i) disclose to Ouray in writing any Development; (ii) assign to Ouray or to a party designated by Company, at Ouray’s request and without additional compensation, all of Service Provider’s right to the Development; (iii) execute and deliver to Ouray such applications, assignments, and other documents as Ouray may reasonably request in order to apply for and obtain patents or other registrations with respect to any Development; (iv) sign all other papers reasonably necessary to carry out the above obligations; and (v) give testimony and render any other reasonable assistance in support of the rights of Ouray to any Development.

6. Confidentiality and Liability.

 

  • Confidentiality is required. Service Provider and all personnel associated with Service Provider shall hold in confidence and not disclose information or opinions concerning the Work, the project site, or any other information given to or obtained by Service Provider without the prior written consent of Ouray unless otherwise required by law. In no event shall Service Provider or any personnel associated with Service Provider speak with any media representative without the prior written consent of Ouray.  Service Provider shall promptly notify Ouray in the event of a request, demand or subpoena for information or opinions concerning the Work so that Ouray has the opportunity, but not the obligation, to respond to or defend against the request, demand or subpoena. 

  • Service Provider hereby agrees to fully indemnify, defend and hold harmless Ouray, its Client, and both of their officers, directors, employees, shareholders, subsidiaries, affiliates, and/or agents from and against any and all claims, demands, actions, liability, damages, penalties, costs, expenses, proceedings or investigations, whether judicial or administrative in nature, including, without limitation, costs of defense, settlement and reasonable attorneys’ fees (hereinafter referred to as the “Claims”) which Service Provider, Ouray or Client may incur, become responsible for, or pay as a result of:

    • Any violation of any environmental, health, and safety laws or other applicable laws or regulations by Service Provider or its employees, contractors, subcontractors, or agents; and/or

    • Any negligent act or omission or willful misconduct by Service Provider or its employees, contractors, subcontractors, or agents.

  • Service Provider, including all officers, directors, employees, subcontractors, agents, and/or representatives shall treat all business information furnished pursuant to the Work as confidential and proprietary.  Any information, whether verbal or written, including any technical information which may come within the knowledge of the Parties, their officers, employees, subcontractors, agents, and/or representatives in the performance of the Work, shall not be disclosed without, in each instance, securing the prior consent of the other Party.

  • Service Provider shall treat as confidential and shall not disclose to others, except as required by law, any information relating to the chemical composition and quantity of materials dealt with in the performance of the Work.

  • Nothing contained within this Article shall prevent either Service Provider or Ouray from disclosing to others or using, in any manner, information which either Party can show as being available in the public domain or in either Party’s possession prior to the project. 

  • No waiver by Service Provider of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by Service Provider. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

  • Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party's ("Impacted Party") control, including, without limitation, the following force majeure events ("Force Majeure Event(s)"): (a) acts of God; (b) flood or earthquake; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement. The Impacted Party shall give notice within three (3) days of the Force Majeure Event to the other party, stating the period the occurrence is expected to continue. The Impacted Party shall use reasonable endeavors to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.

 

7. Exclusivity.

 

  • Service Provider agrees that during the performance of the Work and for a period of one (1) year after the completion of the services Service Provider shall neither directly nor indirectly, approach nor utilize any subcontractor of Ouray utilized on a Client project where Service Provider has performed pursuant to an Order.

  • Service Provider agrees that during the performance of the Work and for a period of one (1) year after completion of services, Service Provider shall neither directly nor indirectly solicit business from the Client, nor shall it conduct any business with the Client which is in direct competition with the services provided by Ouray to the Client, except for work that is solicited by the Client on a competitive basis.  Said business shall include but not be limited to, hazardous and non-hazardous waste transportation and disposal, emergency response services, site investigation and remediation, lab pack services, clandestine lab cleanup, and industrial maintenance services.  If Service Provider breaches this provision and legal action is initiated by Ouray to enforce these Terms and Conditions or to seek damages for Service Provider’s violation of the provisions of these Terms and Conditions, Ouray shall be entitled to recover from Service Provider all legal costs and expenses, including reasonable attorney fees incurred by Ouray.

 

8. Third Party Transfer and Assignment.

 

  • Service Provider shall at no time, without the prior written consent of Ouray delegate, subcontract, or assign, either orally or in writing, the performance of the Services or any portion thereof, which are by this Service Provider Authorization to Begin Work undertaken by Service Provider.  Any such delegation, subcontract, or assignment shall not operate to relieve Service Provider of its responsibilities hereunder; and notwithstanding any such delegation, subcontract or assignment, Service Provider shall remain obligated to Ouray in these undertakings.  Unless such delegation, subcontract or assignment was consented to by Ouray in writing, Ouray may treat the delegation, subcontract, or assignment as void.

9. Mandatory Policies.

 

  • Modern Slavery and Human Trafficking. Ouray has a zero-tolerance approach to modern slavery and human trafficking, and we are committed to ensuring that modern slavery or human trafficking does not exist in our supply chains or in any part of our business activities. Modern slavery and human trafficking are crimes and violate human rights. To ensure all those in our supply chain and contractors comply with our practices, suppliers and contractors must adhere to certain requirements that help Ouray to combat modern slavery and human trafficking. Suppliers, Service Providers, and contractors must permit Ouray to conduct an audit of the supplier or contractor, upon request. Ouray encourages anonymous reporting of potential concerns related to modern slavery and human trafficking through our confidential and anonymous whistleblowing reporting system. All suppliers and contractors must communicate this system to its staff and workers. Additionally, Ouray has trained and communicated this policy and “red flags,” that may identify violations of our policy to our workers and employees.

  • Export Control and Security Policy. Ouray is subject to United States of America and other international export control laws and regulations, including sanctions enforced by the Office of Foreign Asset Controls (OFAC), the International Traffic in Arms Regulations (ITAR), and the Export Administration Regulations (EAR), which require it to acquire a license to transport certain equipment and technology to certain territories. Ouray established procedures that ensure that it complies with export controls, and its audit system will reveal instances of noncompliance. Thus, Ouray and its Service Providers must also maintain, and represents that it does maintain, internal policies, procedures, and controls to prevent its Personnel or Affiliates from violating U.S. export control regulations. Ouray and its Service Providers agree fully cooperate with the Ouray’s Export Control Audit and Investigation Program. The Service Provider agrees to provide to Ouray, upon reasonable request, access to documents which describe its policies, procedures, concerns, and audit results, redacted to protect confidentiality obligations, related to this Policy.

  • Anti-bribery and Anti-corruption Policy. Ouray is subject to United States of America and other international anti-corruption laws and regulations, including the Foreign Corrupt Practices Act (FCPA). Thus, each Party must maintain, and represents that it maintains, internal policies, procedures, and controls to prevent its Personnel or Affiliates from engaging in bribery and corruption. Each Party or any of its Personnel, in connection with a Supplier Contract with Ouray, must not directly or indirectly, offer, promise, give, demand, or accept any bribe or other undue advantage to obtain, retain or direct business or secure any other improper advantage in the conduct of business. This applies whether dealing with government or with private individuals or enterprises. Each Party represents and warrants that neither it nor any of its Personnel or Affiliates has, in connection with the negotiation and execution of a Supplier Contract with Ouray, directly or indirectly, offered, promised, given, or demanded or accepted any bribe or other undue advantage to obtain, retain or direct business or secure any other improper advantage in the conduct of business. This applies whether dealing with government or with private individuals or enterprises. The Service Provider agrees to provide to Ouray, upon reasonable request, access to documents which describe its policies, procedures, concerns, and audit results, redacted to protect confidentiality obligations, related to this Policy

  • Ethics Policy. Ouray expects and demands that each of its business units, contractors, suppliers, and employees carry out their business and perform their duties to the highest ethical standards and in compliance with all relevant legal principles. Ouray, its suppliers, contractors, and employees will always demonstrate the highest level if integrity, truthfulness, and honesty to uphold both personal and corporate reputations and to inspire confidence and trust in their respective actions.

  • Data and Privacy Policy. Ouray may also be subject to individual privacy regulations around the world, including the GDPR or similar Singaporean regulations adopted in the future. Thus, Ouray must maintain internal policies, procedures, and controls to prevent its Personnel, partners, or Affiliates from violating relevant privacy laws. Ouray may be required to implement additional measures to ensure it complies with all applicable privacy regulations, and from time to time, conduct audits of its partners and Affiliates. Service Provider agrees to cooperate with a reasonable request for documents and assistance in performing an audit.

 

10. Governing Law and Dispute Resolution.

 

  • Any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the relationship between Ouray and the Service Provider, including any contract subject matter or formation, shall be governed by, and construed in accordance with, the laws of Singapore, without giving effect to any other choice of law rules.

  • The Service Provider irrevocably agrees that any dispute or claim arising from or in connection with its relationship Ouray shall be resolved in arbitration in Singapore administered by the Singapore International Arbitration Centre (SIAC) under the SIAC Arbitration Rules in force at the time the claim is filed, which rules are incorporated by reference into this clause. The number of arbitrators shall be one. The proceedings and all notices or other communications related to or arising from the dispute or in anticipation of the dispute shall be in English. If not in English, then the dispute is procedurally not compliant with this Section.

  • The Service Provider also agrees that the United States Federal Rules of Evidence shall govern the evidence gathering, document exchange and other Discovery procedures between the Service Provider and Ouray, including the Parties' conduct, initial disclosures, witnesses, discovery requests, and depositions. For the purposes of this Section, Discovery generally means exchanging of relevant documents and other evidence and is defined in the United States Federal Rules of Evidence. Further, the Parties the Service Provider agrees that if depositions are necessary, they may be taken by videoconference at the taking attorney’s discretion. But the Service Provider and Ouray may agree to, or the Arbitrator may, limit discovery to ensure the amount of Discovery available is proportional to the case. 

  • The Service Provider will continue to perform its obligations under the Supplier Contract while the Service Provider and Ouray attempt to resolve the dispute.

 

11. Reach Compliance.  

  • Ouray is committed to compliance with the European Union’s Registration, Evaluation, and Authorization of Chemicals Directive (REACH) that came into force on June 1, 2007. The objective of REACH is to improve the protection of human health and the environment by placing greater responsibility on industry to identify and manage the risks from certain substances and to provide safety information on those materials. Its scope covers goods imported to or produced within the European Union (EU).  REACH also requires registration when certain materials, whether used alone or within an article, are imported into or produced within the EU to the extent that the amount of any such material exceeds 1 metric ton per year and the material is present in concentrations above 0.1% wt/wt per article. At present, the materials subject to this directive are those that were identified by the European Chemical Agency (ECHA), on their list of substances considered “Substances of Very High Concern” (SVHC). As a responsible supplier, Ouray will monitor our service providers, contractors, and vendors for compliance on an ongoing basis, and are committed to meeting the spirit of this regulation, including shipments to countries beyond the EU. Should Service Provider be aware, or become aware, of any products having registration or other reporting requirements specified in REACH please contact the Ouray with details.

 

12. Communications. 

  • Methods of communication for any means of acknowledgment, update, requesting change, correction, or addition shall be in writing. Additional criteria regarding communications is as follows:​

    • All communications, requested documents, notifications, acknowledgments, certifications, and reports shall be in English.

    • Service providers shall inform Ouray of any changes in its certification, registration, or accreditation within 48 hours of receiving notification of the change.