Training Course Terms & Conditions
BH-DS GENERAL TERMS AND CONDITIONS FOR TRAINING (the “Training Terms and Conditions”)
Revision A – March 1, 2021
NOTICE: Delivery by Seller of any Training is expressly conditioned on Buyer’s consent to these Training Terms and Conditions. Any additional or different terms proposed by Buyer are expressly objected to and will not be binding upon Seller unless specifically accepted in writing by Seller’s authorized representative.
1. Definitions
Unless otherwise defined in the Contract, the following terms shall have the following meanings throughout the Contract. Capitalized terms used herein but not defined below shall have the meaning ascribed to them elsewhere in the Contract.
a. “Applicable Law(s)” means any law, regulation, statute, or administrative action of a competent governmental authority applicable to this Contract.
b. “Buyer” means the entity purchasing the Training from Seller.
c. “Buyer Group” means Buyer, its affiliates, subsidiaries, and the shareholders, officers, directors, employees, invitees, agents, and consultants of all of the foregoing.
d. “Contract” means the purchase order signed by Buyer and expressly accepted by Seller in writing, together with these Training Terms and Conditions, and Seller’s proposal (if any).
e. “Seller” means the Baker Hughes Company entity providing the Training to the Buyer.
f. “Seller Group” means the Seller, its affiliates, subsidiaries, contractors and subcontractors and the shareholders, officers, directors, employees, invitees, agents, and consultants of all of the foregoing.
g. “Training” means the training services as detailed in the applicable purchase order.
2. Training Attendance and Rules
2.1. Buyer´s purchase order for Training shall expressly refer to these Training Terms and Conditions. Seller shall have a right to reject any purchase order from Buyer that does not meet the requirements of the Contract or that differs from the proposal (if any).
2.2. Participants shall comply with the rules of conduct on the training premises and follow the instructions of the Seller and refrain from making video and/or audio recordings and from taking pictures. Seller may request that a participant be removed from the premises at any time, if in the reasonable discretion of Seller, such participant is interfering with the Training or fails to follow any safety instructions of Seller.
3. Time and Duration
3.1. Any change in scope of the applicable purchase order after its execution by Buyer and Seller may result in additional charges. A change order must be received from the Buyer and a price modification must be agreed upon before the Seller is to proceed with the modified content. It shall be in Seller’s sole discretion to accept any change order hereunder.
4. Postponement or Cancellation of a Training
4.1. Buyer may request by written notice that a Training be postponed, provided that if such notice is received by Seller less than seven days prior to the Training date, Buyer shall pay a rescheduling charge of 10% of the Training price. Buyer may cancel a Training at any time subject to a cancellation charge. Cancellation charges are as follows: (i) 20% of the Training price if the cancellation is received by Seller 15 days or more before the Training start date; (ii) 50% of the Training price if the cancellation is received by Seller less than 15 days but more than five days before the Training start date; and (iii) 100% of the Training price if the cancellation is received by Seller five days or less before the Training start date. Seller shall be entitled to reimbursement for reasonable costs that Seller is unable to mitigate due to such postponement or cancellation. All cancellation charges and/or reimbursements shall be paid by Buyer within 15 days from receipt of invoice from Seller.
5. Changes to a Training
5.1. Seller may cancel, change the content of a Training, or relocate the Training venue and change the instructor, all at Seller’s reasonable discretion. Seller shall be entitled to subcontract the whole or any part of a Training. Seller shall endeavour to inform Buyer as soon as possible of the cancellation or rescheduling, and in case of rescheduling, offer a new Training date reasonably acceptable to Buyer. In case of cancellation by Seller, Seller shall promptly refund the Training price paid to Buyer. Seller shall not be liable for any costs incurred by Buyer due to Seller´s changes or cancellation.
6. Training Material
6.1. Seller may provide each participant with a set of training material for the applicable Training. If such training material is provided, it is protected under copyright law and all intellectual property in such training material shall remain the property of Seller. Buyer may not disclose to any other person or entity such training material and it shall be kept confidential and solely be used for the purpose of the Training.
7. Logistics and Responsibilities
7.1. For Trainings on Seller´s premises, Seller shall provide a suitable training room equipped with the required equipment to complete the Training. Buyer shall at its own cost make all travel and accommodation arrangements to attend such Training.
7.2. For Trainings on Buyer’s premises, Buyer shall provide a suitable training room equipped to complete the Training and Buyer shall provide assistance and support in the procurement of necessary documents for Seller personnel required by Applicable Law to provide training in Buyer´s country. Buyer shall be responsible for customs clearance of training equipment and training materials required for the Training, inclusive of the cost of any required actions.
8. Prices, Payments, and Taxes
8.1. The Training price includes the registered participants´ attendance at the Training and travel and boarding expenses for Seller’s personnel. Buyer shall pay Seller´s invoices in the currency stated in the applicable purchase order and without any right of set-off. Payment shall be made by Buyer within thirty (30) days of the date of the invoice from Seller. Buyer shall pay interest to Seller at the maximum amount permitted by Applicable Law, on all amounts not timely paid in accordance with the Contract.
8.2. Seller shall be responsible for, and shall pay directly, all corporate income taxes and individual taxes imposed on Seller by Applicable Law. Buyer shall be responsible for, and shall pay directly, all corporate income taxes and individual taxes imposed on Buyer by Applicable Law. If Seller is required by Applicable Law to pay taxes that are Buyer’s responsibility, then Buyer shall reimburse Seller for such payment of taxes within 15 days from receipt of invoice from Seller. The Training price does not include any tax, duty, fee, or charge, other sales, turnover, consumption or service taxes, or corporate income tax levied by any governmental authority other than the Seller's country of incorporation. Should any of such taxes be applied, they will be entirely borne and invoiced to the Buyer.
9. Confidentiality
9.1. Buyer and its participants shall keep confidential and not disclose to any other person, without the prior written consent of Seller, any information which they acquire during or related to the Training. Buyer shall be liable to Seller for any breach of confidentiality obligations by its participants.
10. Warranty and Liability
10.1. Seller will use reasonable endeavours to ensure that any Training provided is dispensed with reasonable skill and care. Any warranties provided for herein shall expire at the completion of the Training. All warranties not expressly set forth in the Contract and whether expressed or implied are excluded to the fullest extent permissible by Applicable Law.
10.2. Buyer shall indemnify Seller against all liabilities, costs, expenses, damages and losses suffered or incurred by Seller arising out of or in connection with: (i) any breach of Buyer, its employees, agents or any of the participants of any provisions of the Contract; (ii) any negligence or other tortious conduct of Buyer, its employees, agents or any of the participants; and (iii) any claim made against Seller by a third party for death, personal injury or damage to property which is attributable to the acts or omissions of Buyer, its employees, agents or any of the participants. Neither Party excludes or seeks to limit its liability in respect of fraud, willful misconduct, or gross negligence.
10.3. The total liability of Seller Group on all claims of any kind, whether in contract, warranty, indemnity, tort (including negligence), strict liability, or otherwise, arising out of or related to the Contract, or its performance or breach, shall not exceed the Training price paid for the Training in respect of which the claim is made. In no event shall Seller Group be liable to Buyer for any loss of profit, or goodwill or for any special, indirect, punitive or consequential damages.
11. Force Majeure
11.1. Seller´s performance hereunder shall be excused to the extent that it is delayed by causes beyond its reasonable control, including, but not limited to acts of God, acts (or omissions) of governmental authorities, fires, weather conditions, earthquakes, strikes or other labour disturbances, war (declared or undeclared), acts or threats of terrorism, epidemics, civil unrest, delays in transportation, or acts (or omissions) of Buyer or its participants. Seller shall promptly notify Buyer in the event of any such delay.
12. Governing Law and Dispute Resolution
12.1. The Contract shall be governed and construed in accordance with the laws of (a) New York, U.S., if the Buyer has its primary place of business in the U.S.; or (b) England and Wales, if the Buyer has its pertinent place of business outside the U.S. All disputes arising out of or in connection with the Contract shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules of Arbitration. The seat, or legal place, of arbitration shall be: (a) New York, New York, if Buyer has its pertinent place of business in the U.S.; or (b) Geneva, Switzerland, if Buyer has its pertinent place of business outside the U.S. The language of arbitration shall be English. The Emergency Arbitrator Provisions shall not apply.
13. Miscellaneous
13.1. The Contract represents the entire agreement between the parties and no change shall be binding on either party unless mutually agreed to in writing. If there is a conflict, then the following order of precedence shall prevail: (i) the applicable purchase order; (ii) these Training Terms and Conditions; and (iii) the proposal (if any). The invalidity in whole or in part of any part of the Contract shall not affect the validity of the remainder of the Contract. The Contract is for the benefit of the parties and not for any third party and nothing confers any benefit or enforcement right under the Contracts (Rights of Third Parties) Act of 1999.
Seller may assign its rights and obligations regarding the Contract, in part or in whole, without Buyer’s consent but upon written notice to Buyer. Buyer shall have no right to assign the Contract without Seller’s prior written consent.
