Standard terms and conditions
for procurement
Dokument ID: AFS-08001E
Revisjon nr.:
02
Revisjonsdato 10.05.2013
1.
General
These conditions apply to all procurements/orders from Autronica Fire and Security as,
hereinafter called the Customer, unless special agreements have been written into the
contract, or the order. In the event that conditions arise which are not covered by these terms,
NL-01 "General terms of delivery for the delivery of machines or other mechanical equipment"
for Denmark, Finland, Norway and Sweden applies. For other countries the "General
conditions for the Supply for Plant and Machinery for Export no.188" drawn up with the
assistance of the UN Commission for Europe, Geneva, March 1953 including the "Addendum
to General Conditions ECE 188, Marine equipment 81" applies.
These conditions can only be changed if the parties agree to do so in writing.
Definitions:
2.
"Frame agreement":
An agreement of supply of the Customers requirement
for special product(s) during an agreed period.
"Call off":
Message from the Customer that a certain quantity goods
covered by a frame agreement shall be delivered at a
specified time.
"Order form":
The Customers standard form for issuing purchasing
orders.
"Special terms and conditions":
Special terms and conditions agreed in agreement
between the Customer and the Supplier
" Agreement":
Frame agreement or other agreement between the
Customer and the Supplier consisting of Special terms and
conditions, these Standard terms and conditions and
specifications as applicable.
Delivery
a. Delivery requirements in terms of date, quantity and location are defined on the Customer's
order form. Any commitment concerning a total volume of delivery during a defined period in
time shall be explicit agreed in the special terms and conditions. If a frame agreement is
established the delivery requirement can be established by a call off sent by fax or other
agreed means.
b
Delivery is considered to be made when item(s) to be delivered, together with the prescribed
documentation, are accepted by the Customer , at the agreed place of delivery. If the
Customer rejects any item because it does not conform to the contract requirements, no
delivery shall be considered as having taken place.
Any compensation for late deliveries or for additional cost due to late deliveries or deliveries
not according to specification as set forth in the special terms and conditions will be applied in
the above-mentioned situation. Reference is also made to paragraph 9 (c) (iii).
c.
The trade terms DDP, CIP, FOB, Ex works etc. shall be interpreted in accordance with the
rules described in " Incoterms 2000" issued by the International Chamber of Commerce.
d
As soon as the Supplier realises, or has reason to believe that the delivery will be delayed, he
shall immediately notify the Customer in writing( by telefax), and state expected delay, the
Utarbeidet av: Marie Elisabeth Sveri
Revidert av:
Frank R Walstad
Godkjent av: Jan Arve Gullvåg
Utarbeidet dato 16.02.2010
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Standard terms and conditions
for procurement
Dokument ID: AFS-08001E
Revisjon nr.:
02
Revisjonsdato 10.05.2013
reason for the delay and action taken to minimise the delay and to reduce the consequences
for the Customer.
e
In the event of delay in delivery not attributable to the Customer and not attributable to force
majeure, the Customer has the right to apply any compensation for late deliveries as set forth
in the special terms and conditions without any obligation to prove that loss has been incurred
unless a compensation for actual loss incurred due to late or deviating deliveries has been
agreed.
f
If delivery is delayed by more than 4 weeks, the Customer has the right without cost or any
other obligation to cancel the order. The Customer shall in this case inform the Supplier why
the intention of the purchase is no longer reasonably met (The Customers customer has
cancelled due to late deliveries, other supply sources or alternative products have been used
to minimise delay etc.)
g
3.
Deliveries made ahead of schedule are normally not accepted. If delivery is accepted the
acknowledged date of delivery shall be regarded as the date of delivery in terms of transfer of
risk and date of payment.
Prices
Unless otherwise agreed in the special provisions of the contract, all prices are all inclusive,
firm fixed and include all applicable taxes and duties both in the manufacturing country, any
transit countries and in Norway, but exclusive of Norwegian V.A.T.
The Customer do not accept any additional charges such as invoice charge, express charge
or similar, unless explicit agreed in the special terms and conditions.
4.
Acknowledgement
The Supplier shall within 2 working days after receiving the written or faxed order
acknowledge the order by telefax. If order acknowledgement is not received within two
working days this shall be regarded as the Suppliers acceptance of the delivery dates in the
order, and conditions concerning compensation for late deliveries as set out in paragraph 2 in
these general conditions and in the special provisions come into force based on the delivery
date requested in the order.
The order acknowledgement shall contain the following information:
The Customer's order no, the number of a frame agreement if applicable, product type
number, quantity, the Customer product type number, unit price and day of delivery.
5.
Changes/cancellation
The Customer can, without cost, change or cancel orders according to a frame agreement up
to 4 weeks before confirmed day of delivery. Changes or cancellation shall be done in writing
and shall be confirmed by a new order acknowledgement, ref. point 4.
The Customer can, without cost, change delivery date for any order where a frame agreement
has not been established up to two weeks before agreed date of delivery.
If the Customer cancel later than the above mentioned time limits, the Customer shall pay the
Suppliers documented cost, however maximised to 25% of the agreed purchase value of the
goods cancelled.
6.
Payment
Terms of payment are net 60 days from end of the month that material and duly certified
Utarbeidet av: Marie Elisabeth Sveri
Revidert av:
Frank R Walstad
Godkjent av: Jan Arve Gullvåg
Utarbeidet dato 16.02.2010
Side
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Standard terms and conditions
for procurement
Dokument ID: AFS-08001E
Revisjon nr.:
02
Revisjonsdato 10.05.2013
invoices, included any attachments and certificates required by the contract, are received.
All invoices, statements and other correspondence relating to the Goods and/or Services
ordered must state the Customer's official order number and other material codes or part
numbers stated on the order. Payment shall not become due and will not be paid unless the
Customer receives correct completed invoices.
The Customer shall inform the Supplier of incorrectly completed invoices without undue delay
upon detection by the Customer.
Any agreed exchange rate adjustments shall be invoiced/credited together with the invoice for
the goods.
7.
Force majeure
Force majeure is in this context defined as events like but not limited to, act of war, or
preparations for such, earthquake or other national declared state of emergency, strike or
lock-out, that are outside the control of the contracting parties and cause problems in fulfilling
the contract.
8.
Segregation of materials and components etc. paid by the Customer
All materials, components and equipment etc. for which the Customer has paid, directly or
indirectly, shall be specially marked, or otherwise segregated to ensure traceability. If the
Customer has paid advance payments and/or progress payments, the title to such materials
components and equipment shall vest in the Customer as far as payments have been made.
Tools that has been written off by the Supplier just on deliveries to the Customer according to
a quantity agreed in the Special terms and conditions is in this context regarded as paid by
the Customer to the same percentage as the actual delivered quantity compared to the write
off quantity agreed.
9.
Quality
a.
All requirements of this contract are subject to Quality Assurance to the satisfaction of the
Customer.
b.
The Suppliers Quality Assurance
In general the Supplier’s should have a QA System according to ISO 9001:2000.
For the ATEX products Supplier’s must have a ISO 9001:2008 Certified QA System.
Additionally Supplier`s have to meet the requirements in EN 13980:2002. The Supplier of
ATEX products must agree upon that the Customer and the Notified Body have the right to at
any time carry out an audit.
c.
The Customer's quality assurance
i The Customer or its customers shall have the right at its own cost, to inspect and observe
the development and production of equipment covered by this contract at any time.
ii The Customer has the right to perform quality control/tests in connection with receipt,
and/or in connection with its own production.
iii
In case any item or product delivered or to be delivered under the contract does not
conform with the requirements of the contract, the Customer shall have the right to reject
such item or product. If so permitted by the specifications, the Supplier may correct the
Utarbeidet av: Marie Elisabeth Sveri
Revidert av:
Frank R Walstad
Godkjent av: Jan Arve Gullvåg
Utarbeidet dato 16.02.2010
Side
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Standard terms and conditions
for procurement
Dokument ID: AFS-08001E
Revisjon nr.:
02
Revisjonsdato 10.05.2013
rejected item or product and resubmit it for acceptance as a formerly rejected and
subsequently corrected item or product. Notwithstanding the above, the Customer has the
right when rejecting an item or product, to refuse correction and re submittal under the
contract.
10.
Warranties
a)
Supplier warrants to Customer that good title to Products, free from any security interest or
other lien or encumbrance, shall be conveyed to the Customer, that the Products will be
delivered free of any rightful claim of any third person by way of infringement, that the
Products will conform to the descriptions, specifications and other requirements contained in
this Agreement and in Releases; that the Products will be free from defects in materials and
workmanship; and, if the Products are designed by Supplier, that the Products will be free
from defects in design. If U.S. government safety and/or other regulations are applicable to
the Products, Supplier warrants that the Products conform to such governmental standards.
b) Supplier warrants that all services performed under this Agreement shall be performed in
accordance with current, sound and generally accepted industry practices by appropriately
licensed personnel who are experienced in the appropriate fields.
c) Inspection, test, acceptance or use of the Products shall not affect these warranties.
d) Supplier agrees, in addition to rights and remedies provided by applicable law, to promptly
repair or replace, without charge, any Products that fail to conform to the warranties and
should any of the services be defectively performed by Supplier, Supplier shall re-perform or
correct such defective services at no additional charge.
11.
Insurance
a) Supplier shall maintain insurance covering its liability to its employees and to Customer. The
insurance coverage required by the Agreement shall the following: (i) Workers’ Compensation
Insurance in accordance with the laws of the state or country, as applicable, in which the Agreement
is performed and Employer’s Liability Insurance, in the amount required by such Norwegian Laws
.Commercial /Product General Liability Insurance including contractual liability.
b) Certificates. Certified copies of policies or certificates evidencing insurance coverage and naming
Customer as an additional insured shall be filed with Customer within thirty (30) days after the date of
this Agreement and within a reasonable time after any renewal or changes to such policies are
issued. Such certificates shall provide that there shall be no cancellation, non-renewal or material
reduction for such coverage without thirty (30) days prior written notice to Customer. All such
insurance policies will be primary in the event of loss arising out of Supplier’s performance of this
Agreement. Supplier’s failure to provide copies of policies or certificates shall not be deemed a
waiver by Customer of such coverage or a waiver of the obligation of Supplier to obtain such
coverage. To the extent permitted by law, Supplier and its insurer(s) agree that subrogation rights
against Customer are hereby waived and will be reflected in any certificates required under this
Agreement.
12.
Indemnity
Supplier agrees to indemnify and hold Customer harmless from any and all damages, liability,
and costs arising from Supplier’s acts or omissions in any respect or from any breach
hereunder. Under no circumstances shall Customer be liable to Supplier for special, indirect,
or consequential damages
Utarbeidet av: Marie Elisabeth Sveri
Revidert av:
Frank R Walstad
Godkjent av: Jan Arve Gullvåg
Utarbeidet dato 16.02.2010
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Standard terms and conditions
for procurement
Dokument ID: AFS-08001E
Revisjon nr.:
02
Revisjonsdato 10.05.2013
13.
Patents and rights
The Supplier shall indemnify the Customer, its customers and employees against any and all
liabilities, including all costs and expenses, for infringements upon any patent, copy right or
trade mark right, arising from the performance of the contract, including, but not limited to
subcontracts hereunder, or from the use or disposal of the products supplied.
14.
Configuration control
a. If the product covered by the contract is not designed by the Customer, but based on
the Suppliers specification at the time of the agreement, the Supplier shall give the
Customer information about any changes in configuration of the product. If the
change in any way affects the performance, mechanical or electrical interface or the
reliability of the product supplied to the Customer, the Customer shall approve the
change in writing before the Supplier implements it.
b. If the product covered by the contract is according to design made by the Customer,
the Supplier can at any time suggest changes in design, drawings or specification
that he considers will result in improved manufacturing process, improved
performance, delivery time and/or reduced cost. The Supplier shall not, however,
commence any work which involves the suggested change until the Customer has
accepted the suggestion by issuing a written change order.
15.
Material and Equipment etc. provided by the Customer
Materials, equipment, components, tools etc. which are provided, or paid by the Customer,
may be used for the performance of the contract only and remain the property of the
Customer, and shall at all times be stored in a safe and separate manner to ascertain
segregation and identification.
Material, equipment etc. except that which has been installed or incorporated in the items to
be delivered under the contract shall upon request be returned to the Customer in the same
condition as received, normal wear and tear excepted.
16.
Precedence
a. The special and general provisions of the contract take precedence over any bid, tender,
quotation offer or proposal, which the Supplier has submitted, including the Supplier's general
sales conditions, terms or provisions (even if they are written on a later order acknowledgement
issued by the Supplier). The rights and obligations of the parties to the contract shall be
subject to and governed by the terms and provisions of the contract inclusive of plans and
specifications.
b. In the event of any inconsistency between the Special contract provisions and these General
terms, the Special provisions shall prevail. In the event of any inconsistency between the
drawings and specifications on the one hand and the Special provisions in the contract, the
Special provisions in the contract shall prevail. In the event of any inconsistency between the
specifications and the drawings, the specifications shall prevail.
c.
17.
Silence in the specification relative to any detail shown in the drawing, or failing of the
drawings
to depict all details covered by the specification, shall not be considered as an inconsistency.
Confidentiality
Utarbeidet av: Marie Elisabeth Sveri
Revidert av:
Frank R Walstad
Godkjent av: Jan Arve Gullvåg
Utarbeidet dato 16.02.2010
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Standard terms and conditions
for procurement
Dokument ID: AFS-08001E
Revisjon nr.:
02
Revisjonsdato 10.05.2013
The Supplier hereby acknowledges that all or any information given to it by the Customer in
the course of negotiating and executing the order relating to the trade, business, customers
and marketing strategies of the Customer or to the Customer's current or future products or
the design, composition, manufacture and specification thereof has been given on a
confidentially basis and solely for the purposes of the order. The Suppliers hereby warrants
that it has not disclosed such information to any third party and undertakes that it will not
hereafter disclose or use same and undertakes if the Customer reasonably so requires to
obtain confidentiality undertakings from individual employees in a form previously agreed with
the Customer.
18.
Declaration of conformity
The Supplier confirms that all equipment delivered to the Customer according to this
agreement, confirms to the EMC directive 89/336/EEC, Safety (low voltage) directive
73/23/EEC and Machine directive 89/392/EEC including future revisions as applicable and
therefore will carry a CE- mark.
All costs and penalties to the Customer or its distributors/customers related to nonconformance or the Supplier will pay lack of documentation for CE mark on products supplied
by the Supplier.
19.
Publicity
The Supplier shall not without the prior written consent of the Customer disclose to any third
party for the purposes of advertising or promoting or for any other purpose the existence or
any details of the contract.
20.
Disputes
The parties to the contract shall try to solve by negotiations any disagreement that may arise
in connection with the contract. In case of a dispute arising after negotiations have failed the
dispute shall be brought before the court, unless the parties have mutually agreed in writing to
arbitration.
In the purpose of construing and interpreting this contract, this agreement shall be governed
by Norwegian Law, and the venue shall be Trondheim.
Utarbeidet av: Marie Elisabeth Sveri
Revidert av:
Frank R Walstad
Godkjent av: Jan Arve Gullvåg
Utarbeidet dato 16.02.2010
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