These general purchasing conditions apply unless otherwise agreed in writing between the parties.
DEFINITIONS BUYER: Egersund Group's companies see www.egersundgroup.no
SELLER: Company or person who in accordance with the order is Egersund Group's contractual counterparty.
OFFERS
The SELLER prepares offers free of charge. Any deviations from the BUYER's request must be specified in writing.
THE ORDER
The order regulates the contractual relationship between the parties and applies in advance the request, offer and other agreements previously made between the parties.
The SELLER cannot apply other conditions unless the BUYER has accepted these in writing.
The BUYER is only bound by a written order.
ORDER CONFIRMATION
The SELLER must confirm the order by signing the BUYER's order confirmation. If the order confirmation arrives at the BUYER later than 5 days from the order date, the BUYER can cancel the order free of charge.
PRICE
Prices stated in the order are considered fixed unless otherwise agreed.
In case of delivery on account, the SELLER has the right to payment in accordance with point 6 only when the BUYER has had reasonable time to check and approve all documentation that forms the basis of such an invoice.
The BUYER does not accept invoice fees, handling fees or the like.
Annual bonus is paid to the buyer when one or more purchases reach a certain agreed value. The bonus is agreed between the parties.
PAYMENT TERMS
The BUYER must pay the invoice within 45 days from receipt of the correct invoice, provided that all SELLER's obligations in respect of the order has been fulfilled and complete delivery has taken place. The BUYER may, however, withhold disputed amounts, or an appropriate amount in cases where there is a suspicion of unsettled claims from chemicals or the like.
The buyer shall, if this has been agreed between both parties, receive an additional discount of 3% provided that the delivered goods are paid for within 10 days of the correct invoice.
If the SELLER delivers earlier than agreed, the payment terms are calculated from the agreed delivery time.
In the event of late payment, interest will be charged in accordance with The Default Interest Act of 17.12.1976.
If advance payment is agreed, the SELLER must provide a bank guarantee in the form of self-debtor guarantee for the advances paid.
DELIVERY TERMS/SHIPPING INSTRUCTIONS
INCOTERMS 2020 apply to the delivery.
If the SELLER is to provide the shipping, he must obtain shipping instructions from the BUYER well in advance of dispatch. Furthermore, he must notify the shipment as soon as possible and at the latest when the goods are dispatched so that the BUYER can prepare for receiving the goods.
PACKING NOTE/INVOICE
The packing slip/invoice etc. shall only relate to deliveries for an order and shall be marked in accordance with the order's requirements. The packing slip/invoice is completed so that each individual product line corresponds to the order with regard to position number, product name and specification.
All goods must be labeled in accordance with the packing slip and instructions in the order. If a consignment consists of several parcels, each parcel must contain a specified list of contents.
The gross weight must be stated on all shipments and packing slips.
If certificates/documentation are specified in the order, these must be delivered at the same time as the goods. As certificates/documentation are considered part of the delivery, the invoice is not paid until this has been received.
DOCUMENTS OF ORIGIN/CUSTOMS INVOICES
For imported goods that require proof of origin, the proof of origin and customs invoice must be sent to the BUYER or a third party designated by the BUYER for this purpose.
Expenses BUYER incurs due to missing proof of origin or customs invoice, will be charged to the SELLER and deducted from the purchase price.
DELIVERY TIME/DELAY
Delivery must take place at the agreed time. The SELLER is not considered to have fulfilled its obligations before all product lines in terms of the order has been completely delivered. Partial deliveries are not accepted without agreement between buyer and seller, and cannot be considered as a partial fulfillment of the SELLER's delivery obligations unless this has been agreed in writing in advance.
The SELLER undertakes to immediately notify the BUYER in writing if there is reason to assume that the agreed delivery time cannot be met. The notification must state the reason for the delay and how long the delay is expected to be. The SELLER also undertakes to inform the SELLER of the measures he will take to reduce the delay. The SELLER is liable for direct and indirect losses suffered by the BUYER in it extent these could have been avoided if the SELLER had given the notification in time.
If the delivery is delayed, the BUYER can demand a daily fine of 0.2% per calendar day of the total order sum limited to 15% of this or claim the direct loss compensated. If the SELLER or someone he is responsible for has shown negligence and is thus liable for damages, the BUYER can demand compensation for both the direct and indirect loss he suffers due to the delay instead of a daily fine.
If the delivery is or is expected to be delayed and the delay is of significant importance to the BUYER, the BUYER has the right to cancel the order free of charge.
The SELLER is obliged to endeavor that the delay and the damaging effects thereof are reduced as much as possible. If the SELLER invokes Force Majeure, satisfactory documentation must be presented to the BUYER.
CHANGES IN ORDER SPECIFICATION/CANCELLATION
The BUYER may at any time demand changes to the order specification.
Agreed changes must be confirmed in the form of a change order from the BUYER, which must then be confirmed in accordance with point 4.1. The SELLER must notify the BUYER in writing as soon as possible, but no later than within 3 days, of the impact the changes will have on price, delivery time and technical specification. If the SELLER fails to give such notice within the deadline, he loses the right to demand a change in price and/or delivery time. Change orders must be implemented immediately.
Disagreement about settlement for such changes does not entitle the SELLER to withhold performance.
The BUYER can cancel the order at any time. SELLER must be paid for what has already been delivered. As regards what has not been delivered, it shall be reimbursed for documented, incurred and necessary costs, provided that the SELLER does its utmost to minimize these.
TRANSFER OF BUYER'S RIGHTS AND OBLIGATIONS
The BUYER may transfer its rights and obligations under this agreement to a third party, provided that this party is able to fulfill the BUYER's obligations towards the SELLER.
Such a third party can again transfer its rights and obligations under the agreement under the same conditions.
LIABILITIES FOR DEFICIENCIES/INSOLVENCY
The SELLER is responsible for the goods being professionally executed and in accordance with the order's specifications and public regulations. The SELLER undertakes to remedy all defects free of charge due to defects in construction, materials or manufacturing for a period of 18 months from the time the item is put into use for its intended purpose. However, the maximum warranty period is limited to 24 months from the time of delivery. If the item has been out of service, as a result of the defect, the warranty period shall be extended by the period corresponding to the time it has not been able to be used for its purpose.
Parts that are replaced/repaired in accordance with the agreed warranty provisions shall have a renewed warranty for the same period as the original warranty period.
The warranty obligations entail that the goods are placed in contractual condition as soon as possible and at no cost to the BUYER in accordance with the agreement or is replaced by a new item.
If the SELLER fails to fulfill its obligations in respect of the order, or becomes insolvent, the BUYER can choose one or more of the following options:
A - Demand that the SELLER immediately make the necessary improvements
B - Withhold a necessary amount to ensure improvement of the goods
C - Require redelivery
D - After written notification to the SELLER, rectify the defect at the SELLER's expense, either by yourself or with the help of other suppliers
E - Demand price reduction
If the SELLER becomes insolvent, the BUYER can cancel the purchase free of charge.
13.5 If it turns out that the delivery has significant defects that are of such a nature that they cannot be rectified within a reasonable time, the BUYER can cancel the purchase and demand compensation for its direct loss. The same applies if these are not rectified within a reasonable time. If the BUYER suffers indirect losses due to defects in the delivery, this can be claimed for compensation if the SELLER or someone he is responsible for has shown negligence.
INDEMNIFICATION
The SELLER is obliged to indemnify the BUYER and its customers against claims resulting from personal injury, illness, death, or property damage to the SELLER's employees or assets.
FORCE MAJEURE
Neither party shall be deemed to have breached an obligation following the order to the extent that it can be proven that compliance with it has been prevented due to Force Majeure.
The affected party must immediately notify the other party of the Force Majeure situation. If he fails to do so, he cannot claim exemption from his obligations.
In the event of Force Majeure, each of the parties shall cover its costs resulting from the Force Majeure situation.
RIGHT OF INSPECTION
The BUYER has the right, upon request, to obtain all desired information from the SELLER, including adequate status reports, subcontractors' conditions, etc.
The SELLER must allow inspection by the BUYER and his client at itself and at subcontractors when the BUYER deems it necessary. An inspection carried out does not exempt the SELLER from any liability under the contract.
PROPERTY RIGHTS
The goods, or parts of the goods together with any necessary technical support to complete the goods, become the BUYER's property as soon as the goods are paid for.
The SELLER must clearly label such goods and, if possible, keep them separate from other goods.
All drawings, specifications and other technical documentation sent from the BUYER to the SELLER remain the BUYER's property and must not be copied or handed over to a third party without the BUYER's written consent.
INVENTIONS/PATENTS
Inventions made by the SELLER during the performance of the purchase item shall be the SELLER's property, provided that third party rights do not prevent this.
The BUYER shall, however, own inventions which are mainly based on technical information the SELLER has received from the BUYER. The SELLER shall notify the BUYER of the inventions which shall be the BUYER's property, and the SELLER shall provide the BUYER with the assistance necessary for the BUYER to patent the inventions. The BUYER must pay the SELLER for all reasonable expenses in connection with a patent. This also includes remuneration to the SELLER's employees to which they may be entitled under the applicable law.
The SELLER must grant the BUYER an irrevocable, royalty-free, non-exclusive right of use to all inventions that are or come under the SELLER's control to the extent that this is necessary for the production, operation, maintenance and repair of the purchased item.
The SELLER is responsible for ensuring that the purchased item and its use do not conflict with third-party patents or other protective rights, and shall indemnify the BUYER against claims that may arise due to infringement of third-party patents or other protective rules.
BUYER'S RIGHTS AGAINST SELLER'S SUBSUPPLIERS
The SELLER is obliged to ensure that the BUYER's rights under these purchasing conditions can be enforced against the SELLER's subcontractors.
ETHICAL GUIDELINES / THE TRANSPARENCY ACT
The supplier must conduct its business in accordance with the Buyer's ethical guidelines for suppliers and pass these on to suppliers / contract assistants in all stages of the supply chain.
Upon request, the supplier must provide documentation that this provision is complied with by suppliers who contribute to the fulfillment of this contract.
Breach of this provision is considered a material breach and grounds for terminating the contract, unless it is documented that the relationship has been rectified for the remainder of the delivery.
Buyer's ethical guidelines for suppliers:
If the supplier is covered by the Act on Business Transparency and Work with Basic Human Rights and Decent Working Conditions (the Transparency Act), the supplier is obliged to carry out due diligence assessments and report on these on its own website. On request, the supplier must give Egersund Group access to the due diligence assessments themselves.
This agreement shall be subject to and interpreted in accordance with Norwegian law.
Disputes that may arise in connection with or as a result of the agreement, and which are not resolved amicably, shall be settled by legal action, unless the parties agree otherwise. Lawsuits must, in the event, be brought before the BUYER's court and decided according to Norwegian law.
