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WINTERSHALL’S CLIENT-SPECIFIC CONDITIONS FOR INDEPENDENT PROFESSIONALS VERSION 1

 CLIENT-SPECIFIC CONDITIONS WINTERSHALL – INDEPENDENT PROFESSIONAL

Version 1

1. General

1.1

These Client-Specific Conditions (CSC) apply to every engagement of an independent professional at Wintershall Nederland B.V. (Wintershall) and/or its affiliated companies.

These CSC form an integral part of the Intermediary Agreement for an Independent Professional (the Intermediary Agreement) and the Sub-Agreement concluded between Source Automation B.V. (Source) and the independent professional (the Contractor) in connection with the performance of an assignment for Wintershall.

1.2

In the event of any inconsistency between the provisions of the documents referred to below, the provisions of the document mentioned first shall prevail over those of the document mentioned subsequently:

  1. the Sub-Agreement;
  2. the CSC;
  3. the Intermediary Agreement.

These documents are jointly referred to as the Contract Documentation.

The same applies to the documents referred to in Article 1.3 of these CSC.

1.3

In the event of any inconsistency between the English and Dutch versions of these CSC, the Dutch version shall prevail.

By signing the Sub-Agreement, the Contractor declares that he/she is familiar with and will comply with the terms, conditions and guidelines applicable at Wintershall.

The following terms, conditions and guidelines apply in addition and form part of the Sub-Agreement. They can be accessed and downloaded at any time via Select:

  • (i) Wintershall's Invoicing Process;
  • (ii) Wintershall's Health, Safety and Management System;
  • (iii) Wintershall's Emergency Procedure.
2. The Assignment

2.1

The Contractor shall perform the agreed work, where possible, at the location specified in the Assignment and shall, where possible and if required for the proper performance and result of the Assignment, adhere to Wintershall's usual working hours.

3. Termination

3.1

Notwithstanding Article 6.1 of the Intermediary Agreement, the Contractor is not entitled to terminate the Sub-Agreement prematurely.

Source may terminate the Sub-Agreement prematurely, subject to a notice period of 25 days.

3.2

Source may also terminate the Sub-Agreement with immediate effect if:

  • (i) the Contractor does not or no longer meets the qualifications required to perform the work, at Wintershall's discretion;
  • (ii) the Contractor is unable, is no longer able, or is unwilling to perform the work properly, at Wintershall's discretion;
  • (iii) the Contractor is unable, for whatever reason, including illness, to perform the work for Wintershall for a period of 7 days or longer; or
  • (iv) the Contractor has breached any obligation arising from the Contract Documentation.

3.3

If the Sub-Agreement is dissolved or terminated, the Contractor shall, at the first request of Source and/or Wintershall, return to Wintershall all data, results and materials in his/her possession relating to the Sub-Agreement, regardless of the medium on which they are stored.

This includes, without limitation, any software used and/or developed by the Contractor.

4. Payment

4.1

Wintershall shall pay Source 30 days after receipt of the relevant invoice from Source.

Source shall pay the Contractor within 4 days after Source has received payment from Wintershall, but in no event earlier than the expiry of the aforementioned 30-day payment period.

5. Safety

5.1

As soon as the Contractor arrives at the workplace, he/she shall immediately familiarise himself/herself with all applicable safety rules, safety regulations and other safety requirements.

The Contractor shall comply with all instructions given by Wintershall personnel regarding safety at the workplace.

5.2

If an accident occurs while the Contractor is performing work for Wintershall, the Contractor shall immediately report the accident to Wintershall in accordance with the procedure set out in Wintershall's Health, Safety and Management System and/or as required under applicable mining laws and regulations.

6. Intellectual Property Rights

6.1

All intellectual property rights arising during the performance of the Sub-Agreement, including intellectual property rights in the results of the services provided and in materials developed by the Contractor, shall vest in Wintershall.

This includes, without limitation:

  • copyrights;
  • patent rights;
  • trade secrets;
  • software; and
  • all related and derivative documents.

To the extent necessary, the Contractor hereby transfers the intellectual property rights arising from the Sub-Agreement to Wintershall. This transfer is hereby accepted by Source on behalf of Wintershall.

6.2

The Contractor represents and warrants that all equipment used by the Contractor in the performance of the Assignment, including but not limited to software and hardware:

  • has been inspected;
  • has been tested;
  • is properly maintained;
  • is free from defects; and
  • is suitable for its intended use.

6.3

In addition to Article 14.3 of the Intermediary Agreement, if an intellectual property right of a third party is infringed, the Contractor shall, at his/her own expense, take all measures that may contribute to preventing and resolving the claims and liabilities referred to in Article 14.3 of the Intermediary Agreement.

The Contractor shall also comply with any outcome resulting from such claims and liabilities, including any court or other legal decision.

7. Insurance

7.1

Notwithstanding Article 10.1 of the Intermediary Agreement, the insurance policies maintained by the Contractor shall provide minimum coverage of:

  • EUR 2,500,000 per event; and
  • EUR 5,000,000 per year.

At the first request of Source and/or Wintershall, the Contractor shall provide access to the relevant insurance policy and evidence of payment of the applicable insurance premiums.

7.2

For all other matters, Article 10 of the Intermediary Agreement shall remain in full force and effect.

8. Force Majeure and Suspension

8.1

In the event of force majeure, the performance by the parties concerned of their obligations arising from the Contract Documentation shall be suspended, in whole or in part, for the duration of the force majeure event, without either party being liable to the other for any compensation or damages as a result thereof.

8.2

In the event of force majeure, the Contractor shall notify Source in writing of the force majeure situation, including the date on which the situation arose, the scope of the situation and its cause.

The Contractor shall also, without undue delay, use all reasonable efforts to remedy the situation.

The Contractor may invoke force majeure only if, due to circumstances beyond his/her control, he/she cannot reasonably be required to perform all or part of his/her obligations under the Contract Documentation, whether temporarily or otherwise.

Force majeure shall in any event include:

  • fire;
  • explosions; and
  • natural disasters.