1. GENERAL TERMS AND CONDITIONS
These terms and conditions apply to the delivery of goods to Hafslund E-CO AS(THE CUSTOMER),unless otherwise agreed in writing. Norwegian laws andregulations, including the Sale of Goods Act (of 13 May 1988 no. 27), shall apply tothe Parties’ rights and obligations. THE SUPPLIER shall also comply with theprevailing legislation in all countries where it performs business activities.
THE CUSTOMER’s procurement terms have precedence over THE SUPPLIER’s terms of sale. Any deviations from the standard terms and conditions must be made in writing. THE SUPPLIER shall comply with all THE CUSTOMER’s requirements for suppliers stipulated online at: http://www.Hafslundeco.no/leve...
Reports, notifications, requirements etc. shall be submitted in writing (including by e-mail) to the Parties’ agreed contact person.
All tenders are prepared at no cost to THE CUSTOMER. Any deviations from the tender documents must be expressly specified in order to be valid. THE CUSTOMER has the right to accept any tender or parts of tenders or to fully reject all tenders without justification and without covering the costs of THE SUPPLIER.
During the procurement process THE SUPPLIER shall not contact any Party at THE CUSTOMER who is not stated as a contact person for the matter in question. Breach of this provision could result in THE SUPPLIER being excluded as a supplier for the procurement in question.
Only written orders are binding for THE CUSTOMER.
1.3 Order confirmation
Deliveries that are not to be despatched immediately shall be confirmed in writing no later than five working days after receipt of the order. If confirmation is not received by the deadline, THE CUSTOMER is not bound by the order. The order confirmation shall contain the required information stipulated in the order to ensure the right delivery.
2. TERMS OF DELIVERY
2.1 Delivery of products
Delivery terms are carriage paid to THE CUSTOMER’S delivery address, DDP, latest edition of Incoterms. THE SUPPLIER is liable for transport insurance up to the agreed delivery point. Insurance terms: Full terms (A) or Institute Cargo Clauses (C) shall be used.
On consignment, the goods shall be packed so as to avoid damage in transit.Before the delivery, THE SUPPLIER shall inform THE CUSTOMER of the time of delivery at the place of delivery. A packing note containing THE CUSTOMER’s order number or contact person, transport mode, labelling, number of items,contents, weight and despatch date shall be enclosed with the delivery. One packing note shall be issued for each order.
All documentation that is required for installation, operation and/or maintenance is part of the delivery and shall be in Norwegian and be enclosed with the delivery or at the latest with the invoice. If the delivery includes installation, the delivery will not be deemed to have been completed until THE CUSTOMER has accepted the function test.
THE SUPPLIER shall provide the agreed training at the agreed time, which shall cover THE CUSTOMER’s purpose for the Delivery. Full payment will not be made until all documentation and training have been supplied.
The delivery must be in accordance with the order. THE CUSTOMER may at its own expense and subject to reasonable notice inspect the production of the goods to check proper performance.
THE SUPPLIER shall obtain and maintain all necessary permits in connection with the service, and shall, at the CUSTOMER’s request, present documentation showing that the necessary permits have been obtained. The technical performance of the Delivery shall be of first-class quality and in accordance with the method and technique that is recognised within the specialist area. Replacement parts shall be available for at least ten years after the approved delivery.
If a delivery or part delivery is not in accordance with the agreed quality, THE CUSTOMER may rescind all or parts of the purchase. THE CUSTOMER’s quality control and approval does not release THE SUPPLIER from the obligations it has assumed, and any inadequate control on the part of THE CUSTOMER does not result in any reduction in THE CUSTOMER’S rights. Approval of the delivery does not cover hidden faults and/or defects.
2.3 Completed delivery
THE SUPPLIER shall notify THE CUSTOMER as soon as the Delivery is deemed to have been performed. THE CUSTOMER shall within a reasonable time after receiving written notice either accept the Delivery or declare that the Delivery has not been accepted and state the reason for this.
2.4 Right of ownership
THE CUSTOMER becomes the owner of all parts of the delivery, including documentation, on receipt at the place of delivery or when the CUSTOMER has paid for the delivery, if this takes place earlier.
If THE CUSTOMER acquires right of ownership to objects before they reach the Place of delivery, THE SUPPLIER shall label these with THE CUSTOMER’s name and keep them separate from THE SUPPLIER’s own objects. Objects shall be free of encumbrances from the time THE CUSTOMER becomes owner of the objects.
THE CUSTOMER may demand quality-and/or quantity-related changes to the Delivery as well as changes to the project schedule etc. within what the Parties could reasonably have expected on entering into the agreement. If THE CUSTOMER requests a change, THE SUPPLIER shall without undue delay prepare a change request and notify any effects on the price and project schedule etc. Compensation for changes shall be in accordance with the Agreement’s original price levels. Changes that result in savings shall be credited to THE CUSTOMER.
Changes THE CUSTOMER requests shall be implemented even if the Parties disagree on price or other consequences as a result of the change.
If THE SUPPLIER identifies needs for changes, THE CUSTOMER shall be notified in writing as soon as possible. Changes shall be approved by THE CUSTOMER in a written change order before they are implemented.
THE CUSTOMER may postpone all or part of the Delivery by written notice. THE SUPPLIER shall immediately inform THE CUSTOMER of the effects of the postponement on the performance of the delivery. THE SUPPLIER shall resume the delivery immediately upon notice from THE CUSTOMER. If the postponement lasts more than 90 days, THE SUPPLIER is entitled to terminate the Agreement by written notice. During the postponement period, THE CUSTOMER shall only cover documented and necessary costs in connection with demobilisation and mobilisation of personnel.
THE CUSTOMER may cancel the Delivery in whole or in part by giving written notice to THE SUPPLIER with immediate effect. In the event of cancellation, THE CUSTOMER shall pay any amount due to THE SUPPLIER for the part of the Delivery that has been performed, as well as cover documented and necessary costs that have arisen as a direct consequence of the cancellation.
If there are grounds to believe that the agreed delivery time cannot be met, THE SUPPLIER has a duty to inform THE CUSTOMER immediately, specifying the cause of the delay and a new delivery time.
Any delay incurs a daily fine of 2 per cent, however subject to a minimum of NOK 2,000 per calendar day.
The daily fine is calculated based on the agreed price for the total delivery including any additional orders and applies from the agreed delivery date. The daily penalty shall not reduce any liability for damages of THE SUPPLIER as a result of breach of contract. THE CUSTOMER may rescind the agreement if the maximum liquidated damages have accrued, or if the delay involves a material breach of contract.
2.9 Faults, defects and complaints
THE CUSTOMER shall claim for faults and/or defects within a reasonable time of these being discovered. THE SUPPLIER shall immediately correct the fault or defect at no cost to THE CUSTOMER. Hidden faults and/or defects that THE CUSTOMER discovers later shall also be immediately remedied at no cost to THE CUSTOMER.
If THE SUPPLIER does not immediately implement and complete the necessary measures to bring the delivery into the agreed condition, THE CUSTOMER itself or using others has the right to perform this work at THE SUPPLIER’s expense and risk. THE SUPPLIER shall be informed before the work is started. If THE SUPPLIER does not remedy or redeliver on time, THE SUPPLIER shall compensate THE CUSTOMER’s costs of remedy.
When THE CUSTOMER requires so on operational grounds, THE CUSTOMER has the right to immediately remedy the defects at THE SUPPLIER’s expense without giving prior notice to THE SUPPLIER.
When replacing or repairing parts, THE SUPPLIER assumes the same obligations as for the original product, calculated from the time the repair or replacement is made.
THE SUPPLIER assumes guarantee liability for faults and defects in the Delivery for five years after delivery. The named guarantee period shall, however, not be shorter than the normal period for similar products and not shorter than the guarantee liability employed by THE SUPPLIER in its standard terms of delivery.The guarantee shall apply from the delivery date, and THE SUPPLIER shall cover all costs relating to the guarantee work, including labour costs, travel, subsistence, accommodation costs etc.
Repairs or purchases performed by others do not release THE SUPPLIER from guarantee liability.
Unless otherwise agreed, the price is fixed, in NOK, exclusive of Value Added Tax, inclusive of necessary packaging, duties, taxes and other charges/levies etc. If the price of raw materials for which changes have been agreed are changed or the legal frameworks for tax or public charges are changed, the price may be correspondingly amended against proper documentation. Price increases after agreed delivery are not accepted. Increases in price due to differences between exchange rates on the date the offer was made and the agreed delivery/invoicing date may only be made whenthis is agreed between the Parties, and on condition that THE SUPPLIER specified the exchange rate basis and what portion of the price depends on exchange rates in the tender.
THE CUSTOMER does not pay for services or quantities outside the scope of the order.
4. INVOICING AND PAYMENT TERMS
The terms of payment are 30 Days End of Month after the delivery has been approved and a correct invoice with agreed documentation has been received. All invoices shall state THE CUSTOMER’s order number or contact person and shall clearly specify what the amount is for. If this is not the case the invoice will be deemed to be invalid. Payment does not represent acceptance of the delivery.
If it has been agreed that THE SUPPLIER shall provide a bank guarantee, THE CUSTOMER is not obliged to pay before such a guarantee has been received.
THE SUPPLIER shall be able to process e-invoices, and shall send these in an electronic format that THE CUSTOMER can receive, at no cost to THE CUSTOMER.
THE SUPPLIER may not charge THE CUSTOMER any form of fees (such as invoicing fees etc.).
In the event of late payment that is attributable to THE CUSTOMER’s circumstances, interest is paid in accordance with the Norwegian Act relating to Interest on Overdue Payments.
Any SUPPLIER who transfers the invoice to a third party for collection remains liable to THE CUSTOMER for any claims or claims for recourse. THE CUSTOMER may deduct the following from received invoices: advance payments, incurred damages, disputed or insufficiently documented amounts or amounts owed by THE SUPPLIER to THE CUSTOMER.
THE SUPPLIER shall indemnify THE CUSTOMER against any liability, loss or expense deriving from claims, legal actions etc. that arise during the performance of the work or from the use and/or resale of products that THE SUPPLIER has delivered to THE CUSTOMER.
THE SUPPLIER shall further indemnify THE CUSTOMER if the performance or result of the Delivery entails violations of a third party’s patent rights, other intellectual property rights or property.
6. QUALITY ASSURANCE
THE SUPPLIER shall have a satisfactory quality system adapted to the nature of the product that ensures that the delivery meets THE CUSTOMER’s specifications and requirements for overall quality. At the request of THE CUSTOMER, THE SUPPLIER shall document the system and that it is used.
7. RESPONSIBILITY FOR SUBCONTRACTORS
THE SUPPLIER shall not entrust parts of the Delivery to subcontractors without THE CUSTOMER’s written consent. Such consent does not release THE SUPPLIER from any obligations, and THE SUPPLIER is responsible for the performance as if it had done it itself.
THE SUPPLIER shall take out the necessary general and liability insurances for the liability it may assume in the event of harm to THE CUSTOMER’s and/or a third party’s property and/or people. THE SUPPLIER shall also have insurance that covers guarantees for products/proper performance of work.
9. HEALTH, SAFETY AND THE ENVIRONMENT
THE SUPPLIER undertakes to follow the applicable authority requirements to safeguard health, safety and the environment.
THE SUPPLIER undertakes to deliver goods of a high environmental quality and to have as little impact on the environment as possible. THE SUPPLIER guarantees that the delivery satisfies environmentalrequirements in the country where the product is manufactured or further processed.
THE SUPPLIER shall further help realise THE CUSTOMER’s vision of zero injuries or accidents, by helping prevent accidents by reporting any undesired incidents or near misses in connection with deliveries to THE CUSTOMER. THE CUSTOMER shall be immediately informed of any serious incidents involving injuries or of harm to the environment in connection with the delivery to THE CUSTOMER.
On completion of the Delivery to THE CUSTOMER’s place of business, THE SUPPLIER shall meet the applicable rules for safety and working conditions. THE CUSTOMER shall, at THE SUPPLIER’s request, provide information about its own rules.
10. ADVERTISING MATERIAL
THE SUPPLIER or other concerned parties may not use THE CUSTOMER’s name or logo etc. in connection with advertising or marketing of its services or products without THE CUSTOMER’s prior written approval.
11. RIGHTS TO RESULTS / SECRECY
All drawings, calculations and other supportingdocumentation that THE SUPPLIER receives or prepares for THE CUSTOMER in connection with the performance of the delivery are THE CUSTOMER’s property and must not be used for other purposes, duplicated or made available to third parties.
THE CUSTOMER shall hold the exclusive rights of ownership to the results of the delivery as and when it is performed. This includes all reports, drawings, specifications and data/software etc. that are prepared in connection with the delivery.
THE CUSTOMER does not acquire rights of ownership to THE SUPPLIER’s design, technology, know-how, patents etc. developed independently of the Delivery, unless 8otherwise agreed. THE CUSTOMER is, however, granted the irrevocable, gratuitous and non-exclusiveright of use that is necessary for completion, operation, maintenance, repair and modification of the result of the delivery or the object to which the delivery relates.
12. TRANSFER OF THE AGREEMENT
THE CUSTOMER may transfer its rights and obligations pursuant to the Agreement. THE SUPPLIER may only transfer its rights and obligations with the prior written consent of THE CUSTOMER. Approval may not be refused without justifiable grounds.
13. REGULATORY REQUIREMENTS
THE SUPPLIER shall keep itself informed of, updated on and satisfy all legal requirements, relevant directives, ordinances and other regulations, requirements and instructions from public authorities that are relevant to the delivery.
THE SUPPLIER shall sign declarations and any other confirmations that it satisfies regulatory requirements when the Purchaser requires this and if necessary enter into agreements on this. THE SUPPLIER shall sign a contract on information security and arrange signing of declarations of confidentiality where required. THE SUPPLIER shall also ensure that such documents are signed by THE SUPPLIER’s subcontractors. All declarations, confirmations and agreements shall be entered into in the form requested by THE CUSTOMER.
THE SUPPLIER undertakes to inform the employees and its contractual assistants who deal with THE CUSTOMER that if during their assignment for THE CUSTOMER they gain knowledge of or access to trade or business secrets, correspondence, personal matters etc., such information must not be used or passed on to unauthorised parties. Breach of the duty of confidentiality may result in liability to pay damages, including after the expiry of the agreement.
THE SUPPLIER and its subcontractors undertake to follow THE CUSTOMER’s prevailing Code of Conduct and general requirements for suppliers.
Breaches of the Code of Conduct and/or requirements of suppliers in general are deemed to constitute breach of contract and provide a basis for sanctions for breach. Material breach constitutes a basis for rescission. Loss of reputation or the risk of loss of reputation will play a key role in the assessment of significance.
15. FORCE MAJEURE
Force majeure means an event outside a Party’s control that it ought not to have foreseen when the agreement was entered into and the effects of which it could also not reasonably have been expected to overcome or mitigate. THE SUPPLIER may not normally invoke delays from a subcontractor as force majeure.
Breach of contract will not exist to the extent that it can be demonstrated that compliance with the Agreement has been prevented due to force majeure. The Parties shall cover their own costs that are attributable to force majeure.
The Party that wishes to invoke force majeure shall as soon as possible give the other Party written notice of the force majeure situation, its cause and expected duration.
Either of the Parties has the right to cancel the Agreement if the force majeure situation persists, or it is clearit will persist, for more than 60 days.
Efforts shall be made to resolve any disputes through negotiations. The Parties undertake to arrange for authorised personnel to meet at one week’s notice to endeavour to reach agreement. If such negotiations do not succeed within 10 (ten) working days, the Parties may attempt to resolve the dispute by arbitration.
The Parties may choose to adopt the rules of the Norwegian Bar Association for mediation through a lawyer, if applicable modified as the Parties desire. It is assumed that the Parties will agree on a mediator with the competence the Parties think best suited with respect to the dispute. The specific procedure for mediation will be decided by the mediator, in consultation with the Parties.
If a dispute is not resolved by negotiation, the dispute shall be resolved by the ordinary Norwegian courts. Oslo District Court shall be the legal venue for any dispute originating in this Agreement.