1. DEFINITIONS
1.1 The Agreement includes order forms, general terms and conditions, technical documentation and other documents that are made part of the Agreement by separate reference.
1.2 The purchase price means the seller’s compensation for the purchase item in accordance with the order form with any changes made in accordance with clause 1.1 above. 7.
1.3 Purchase Object means the services, documentation, equipment, materials and other items to be provided to Buyer by Seller in accordance with this Agreement
2. DELIVERY AND DELIVERY TIME
2.1 The object of purchase shall be delivered, properly packaged and labeled, at the agreed place of delivery and at the agreed time of delivery. Unless otherwise expressly stated in this agreement, delivery shall take place in accordance with the provisions of Incoterms 2010.
2.2 If the Seller has reason to believe that any part of the object of purchase may be delayed, he shall immediately give the Buyer written notice of this. Within 10 days of such notice, the Seller shall provide written information about
a) The cause and extent of the delay
b) The measures that the Seller considers appropriate to avoid or reduce the delay.
If it must be assumed that the Seller’s measures to avoid or reduce a delay are not sufficient, the Buyer may demand that the Seller take the measures that must be considered necessary. These costs shall also be covered by the seller.
If the delay is due to force majeure or circumstances for which the buyer is responsible, the seller may require the buyer to issue a change order in accordance with section. 7 provided that such a claim can be made without undue delay.
3. PROPERTY LAW
3.1 The Object of Purchase becomes the Buyer’s property as the work on it is carried out. Materials and equipment to be built into the object of purchase become the buyer’s property at the earliest of the following times:
a) When the buyer has paid for the materials and equipment
b) When the materials and equipment are built into the object of purchase
3.2 The Seller shall, as far as possible, keep the purchase item and material and equipment belonging to the Buyer and stored at the place of manufacture separate from items belonging to the Seller or a third party.
3.3 The Seller is not entitled to retain the purchase item as security for claims against the Buyer even if the parties disagree on the Seller’s remuneration.
4. PAYMENT AND AUDIT
4.1 The Buyer shall pay the purchase price to the Seller. Unless otherwise agreed, payment of the undisputed parts of the invoice shall be made within 30 days of the end of the month in which delivery took place and the correct invoice was received.
4.2 The Buyer or his representative shall have the right to audit all documentation relating to services provided by the Seller or his subcontractors that are to be reimbursed on account. The Buyer shall have this right for the duration of the agreement and for up to two years after the end of the year of delivery.
5. ASSIGNMENTS AND SUBCONTRACTING
5.1 The Seller may not assign this agreement or parts of it or enter into subcontracting agreements without the Buyer’s prior written consent. However, the use of Hired Labor and minor purchases do not require such consent.
5.2 The Buyer may transfer rights and obligations under this agreement to a third party.
6. QUALITY ASSURANCE. MONITORING.
6.1 The Seller shall have established a quality assurance system. This must be approved by the buyer unless otherwise agreed. The same applies to subsequent revisions of the system.
6.2 The Seller shall search for errors and deficiencies in the Buyer’s documentation and notify the Buyer without undue delay if errors or deficiencies are discovered.
6.3 The Buyer and any person he authorizes shall be entitled to carry out such examinations and tests at the Seller’s premises and at the premises of subcontractors as he may wish in order to ensure that the object of purchase is performed in accordance with this agreement. The Seller shall provide the necessary assistance in this connection.
Similarly, the buyer may demand that test protocols, material certificates, calculations and the like be presented.
6.4 The above-mentioned examinations and tests do not release the seller from any of his obligations under the agreement. This also applies if the seller sends technical documentation or other documents to the buyer for review and possible approval.
7. CHANGE ORDERS
7.1 The Buyer is entitled to order changes with regard to an increase or decrease in the scope, character, quality, nature or workmanship of the object of purchase or any part thereof, as well as changes in the delivery time, provided that these changes are within what the parties could reasonably have expected when the agreement was entered into.
7.2 In order to issue a change order, the buyer will require the supplier to send the buyer, within 10 days of receipt of the request, a statement containing:
a) Description of work to be carried out by the change
b) Effect on purchase price
c) Effect on delivery time.
Lack of such indication shall be considered as acceptance, without effect on the purchase price and delivery time, and the issued change order will confirm the same.
7.3 The buyer shall take a position on the seller’s statement as mentioned in section. 7.2 within 20 days of receipt of the information.
7.4 Unless otherwise stated in the Agreement, the effect of the change order shall be determined by negotiations between the parties.
7.5 A change order shall be expressly designated as such. It shall contain a full description of the effect of the agreement. The effects not set out in the original change order shall be set out in a supplement to the change order.
7.6 At the buyer’s request, the change order shall be implemented irrespective of the parties’ agreement regarding the effects of the change on the agreement.
8. CANCELLATION
8.1 The Buyer may cancel the purchase item by notifying the Seller. The Buyer shall then pay the amount owed to the Seller for the part of the work on the purchase item that has already been carried out, as well as any necessary direct expenses incurred by the Seller as a result of the cancellation:
a) Four percent of the purchase price.
b) Six percent of the part of the purchase price that has not been paid before the cancellation date.
9. WARRANTY
9.1 Seller warrants that the object of purchase corresponds to the technical documentation, and that the Design carried out by Seller is suitable for the purpose and use it is intended to serve.
9.2 Unless otherwise agreed, the warranty period expires twelve months after the purchase item has been taken into use for the intended purpose, but not later than as specified in the order form.
9.3 If the seller has carried out repair work during the warranty period, a new twelve-month period for the parts of the purchase item to which the repair relates runs from the date of completion of the repair, unless the remaining part of the warranty period under section. 9.2 is longer.
10. RESPONSIBLE BUSINESS CONDUCT
10.1 The Seller shall conduct business ethically and responsibly. The Seller shall comply with all applicable conventions, laws and regulations relating to fundamental human rights, decent working conditions, anti-corruption, sanctions and export control and the environment.
10.2 The Seller shall carry out due diligence in its own operations and in the supply chain in order to assess actual and potential negative consequences that the business has either caused or contributed to, or that are directly related to the business’s business activities. The Seller shall encourage subcontractors to carry out similar due diligence.
10.3 The Seller shall immediately and without request inform the Buyer of identified actual or potential infringements of rights in its own business or in the supply chain. Similarly, the Seller shall inform the Buyer of breaches of standards as mentioned in section 10.1. The Seller shall establish suitable routines and channels for notification and ensure adequate handling of these.
10.4 The Buyer may request the Seller to perform an assessment of the business in order to identify actual and potential risks and violations, inform about measures taken, provide an overview and details of the Seller’s suppliers, sub-suppliers and business partners, provide information on issues relating to the production of goods and services within 2 weeks, facilitate on-site inspections, audits and interviews, and otherwise provide information to verify HSE requirements. Costs related to this shall be covered by the seller.
10.5 In the event of a breach of the above provisions, the buyer may request that the defects are rectified and that adequate measures are taken. If the breaches are significant, serious or recurring, the buyer may demand that the seller replaces its subcontractor that has caused the negative consequences, demand temporary suspension of all or part of the delivery or terminate the agreement with the supplier with immediate effect. The remedies for breach may be exercised without cost, liability or penalty to the buyer.
10.6 If the product is banned from the market in accordance with international standards or national legislation, the buyer shall be entitled to terminate the agreement and the buyer shall be compensated for all costs that are causally related to the ban.
11. BREACH
11.1 If deficiencies arise during the warranty period mentioned in clauses. 9.2 and 9.3, the seller shall immediately, or later if the buyer has reasonable grounds for demanding such a postponement, make the necessary repairs at no cost to the buyer.
If the circumstances unconditionally require it, or if the seller is unable to remedy a defect within a reasonable time after a complaint has been made, the buyer may himself or through others carry out what he considers necessary at the seller’s expense and risk.
In the event of repair work at sea, the Buyer shall arrange and pay for transportation from the land base to the installation and back, stays at the installation and necessary auxiliary personnel and other aids. The buyer may also claim compensation for defects in accordance with otherwise applicable rules.
11.2 If the delivery of the purchase item is delayed, the buyer, unless otherwise agreed, has the right to claim 0.15% of the purchase price for each calendar day limited up to 10% of the purchase price.
11.3 The Buyer has the right to terminate this contract with immediate effect by written notice if at least one of the following circumstances occurs:
a) The Seller becomes insolvent
b) In the event of material breach of contract. However, for custom-made items that the supplier cannot dispose of without significant loss, the buyer cannot cancel unless the buyer’s purpose of the agreement will be significantly defeated as a result of the breach.
c) The buyer is entitled to a maximum daily allowance regardless of what is stated in section. 10.3
11.4 Neither party shall be able to make any claim against the other party as a result of consequential loss.
12. FORCE MAJEURE
12.1 Neither party shall be deemed to be in breach of its obligations under this Agreement to the extent that it can demonstrate that compliance has been prevented by force majeure.
12.2 The party wishing to invoke force majeure shall immediately notify the other party of such a situation.
12.3 If a force majeure situation continues without interruption for 20 days or more, either party shall be entitled to terminate the agreement by giving written notice to the other party. In that case, the Buyer may demand the return of the purchase item in the condition it is in at the time of termination against payment of a proportionate part of the purchase price.
13. INSURANCE
13.1 The Seller shall take out insurance that covers the object of purchase until delivery takes place. On request, he shall provide proof that such insurance has been taken out.
14. PATENTS M.V.
14.1 The Seller is responsible for ensuring that the object of purchase and its use do not conflict with third party patents or other protective rights.
15. CONFIDENTIALITY
15.1 Each party shall keep secret all information received from the other party in connection with this agreement. However, the Buyer shall be entitled to transfer such information to a third party to the extent that this is necessary in connection with the manufacture and use of the object of purchase.
15.2 The Seller shall not disclose information in connection with the Agreement without the Buyer’s approval.
16 NORWEGIAN LAW AND DISPUTES
16.1 This Agreement shall be governed by and construed in accordance with Norwegian law.
16.2 The parties adopt Stavanger District Court as the proper venue.