General purchasing conditions for IK
1.0 DEFINITIONS
Purchase Agreement means these General Purchasing Conditions, the Purchase Order Form and other documentation referred to in the Purchase Order Form. Any other terms, whether attached to Supplier’s acceptance of the P.A. or otherwise, shall not be applicable. Supplier’s performance of the supply shall be deemed acceptance of these terms.
Supply means all items to be provided under this Purchase Agreement whether raw materials, processed materials, fabricated products, services, drawings and other applicable documentation.
Supplier means the Company stated on the Purchase Order Form.
Purchaser means IK Stavanger as
Price means the total amount payable to the Supplier in accordance with the provision of this Purchase Agreement.
Force Majeure means an occurrence beyond control of the party affected, provided that such party could not reasonably have foreseen such occurrence at the time acting into the Purchase Agreement or could not reasonably have avoided or overcome the consequences.
2.0 ACKNOWLEDGEMENT OF ORDER
The Supplier must acknowledge the order within 7 days after receipt. Failure to do so gives the Purchaser the option of cancelling the order. The Suppliers acceptance of the order implies unconditional agreement to these general conditions, and Supplier agrees that such terms and conditions shall not be modified by any terms and conditions contained in any delivery order, acknowledgement, invoice or other business form used by Supplier issued before, during or after this Order notwithstanding Purchasers signature of the same.
3.0 QUALITY ASSURANCE
The Supplier shall have an established and implemented Quality System in accordance with NS-EN ISO 9001 or equivalent, depending on the nature of the Supply. Purchaser or its representative shall have the right to undertake quality audits and verifications of Supplier’s or any subcontractor’s quality system. The Supplier shall examine the different parts of the Purchase Agreement, and shall without unnecessary delay notify Purchaser in writing of faults, omissions or inconsistencies discovered.
4.0 INSPECTION/VERIFICATION
Purchaser or its representative shall have the right to undertake necessary inspections and verifications of the Supply at the Supplier’s premises and/or any of his subcontractor’s premises. The abovementioned inspections and verifications do not exempt the Supplier from the responsibility to deliver the Supply in accordance with the Purchase Agreement, nor shall it preclude subsequent rejection, which right is reserved by Purchaser for any failure of the Supplier to comply with the P.O. and all specifications.
5.0 DELAY
If the Supplier has reason to believe that the Supply or any part of it may be delayed, he shall immediately notify Purchaser in writing. The Supplier shall in such notice give the Purchaser information of the reason and extent of the delay together with the efforts the Supplier will make in order to avoid, limit or recover the delay.
5.0 VARIATIONS
Purchaser has the right to order variations to the Supply. Such variations may include an increase or reduction in the quantity, character, quality, kind, features and characteristics of the Supply or part thereof and adjustments to the schedule. Such variations shall be reasonable with respect to the capacity available and shall not be in conflict with the Supplier’s obligations in accordance with the Purchase Agreement. If the variation should cause a change in the extent or the time for the completion of the Supply, the price and schedule shall be changed accordingly, and a document called Variation Order showing all necessary details shall be issued and signed by both parties. If Supplier believes a variation is made to the supply, and a Variation Order has not been issued by the Purchaser, Supplier must give written notice to Purchaser within five (5) days of the date Supplier believes the variation was ordered. The Supplier shall not commence the variation work until an order in writing is received from the Purchaser.
6.0 MARKING AND PACKING
Each part shall be marked with an attached Identification Label. The Identification Label shall contain the following information: Description of the part with information concerning dimensions and quality of material; Manufacturer’s name and Part Number; Certificate Number (when certificate is required or available); Identification Number containing Project Number in accordance with the Purchase Order. (Example: 960011-01, 960011-02 etc.); Each part of the shipment shall be addressed as shown in the Purchase Order, and marked with: Purchase Order Number, Number of the package and total number in the shipment (e.g. 1 of 3); All crates and packages shall be packed and preserved for transport in a manner that will prevent damage and deterioration during handling and transportation.
All documents shall be properly marked with the Purchase Order Number and the Identification Number the documents refers to. Originals shall be mailed separately and one (1) copy shall follow the shipment in a separate envelope. All documents shall be of a quality that will permit microfilming. One (1) complete Packing List shall be forwarded prior to shipment and one (1) copy shall follow the shipment. Customs documents on international shipments, forwarded with the Carrier, shall contain: Two (2) copies of the invoice; one (1) copy of the Packing List; European Movement Certificate (EUR.1) for transportation of goods between EEC and EFTA; Procedures for handling, storage and preservations shall be forwarded to the Purchaser in due time to prevent any damage to the Supply.
6.0 DELIVERY
Terms of delivery shall be in accordance with Incoterms 2000. Delivery shall be DDP unless otherwise stated in writing in the P.O. When a Supply is ready for shipment, the Supplier shall report weight, dimension and number of packages to the Purchaser.
7.0 GUARANTEES
The Supplier guarantees that the Supply is in accordance with specified requirements and is suitable for the intended purpose and use. Unless otherwise stated in the Purchase Agreement, the guarantee period for the Supply expires one year from the date the Supply is taken into use, limited to two years from the date of delivery. If the Supplier has performed guarantee work during the guarantee period, the Supplier shall guarantee this work for a period of one year from the date of completion of the guarantee work.
8.0 INVOICING AND PAYMENT
Unless otherwise agreed, the Supplier shall invoice Purchaser following delivery of the Supply, and the Purchaser shall pay accepted invoices within 30 days after receipt of invoice. The terms of the payment period shall be determined from the date the accepted invoice is received by the Purchaser. All invoices must contain a reference to IK Stavanger as Purchase Order Number. Invoices which do not conform to these terms or to the specifications of the P.A., or which do not refer to an IK Purchase Order Number are not valid and will be returned.
9.0 FORCE MAJEURE
The party affected by Force Majeure shall as soon as possible, but not later than three (3) working days after occurrence of such a situation, notify the other party in writing that a Force Majeure situation has occurred. If a Force Majeure situation continues without interruption for a period of 10 days, or more, each of the parties shall be entitled to terminate the Purchase Agreement by notifying the other party in writing.
10.0 PENALTY
Time is of the essence. If the Supply is delayed, the Purchaser may terminate the order, and no sums shall be due to Supplier for non-delivered items. Should Purchaser agree to accept any late delivery Supplier shall pay penalty to the Purchaser for such accepted late items. The penalty shall be 0.35% of the Price per calendar day, but limited to 10% of the Price.
11.0 TERMINATION OF THE PURCHASE AGREEMENT
Purchaser has the right to terminate this Purchase Agreement at any time with immediate effect by giving written notice to the Supplier. Purchaser may also at its sole option, terminate this Purchase Agreement if the Supplier becomes insolvent and/or if there is any breach of the Purchase Agreement by the Supplier, or if Purchaser has reason to believe Supplier will be in breach of the terms of the P.A. Neither of the parties shall have the right to make claim against the other party due to consequential losses caused by the termination of the Purchase Agreement, unless due to non-conformance of the Supply to the terms of the P.A. In such event no sums shall be due by Purchaser to Supplier, and Supplier shall have the right to procure the Supply from a third party and charge Supplier with any increase in cost to Purchaser.
12.0 CANCELLATION
Purchase has the right to cancel the Supply at any time by giving written notice to the Supplier. In the event of such cancellation, Supplier shall cancel all sub-contracts and Purchaser shall pay only necessary documented direct costs incurred by the Supplier in connection with the cancellation.
13.0 PATENTS
The Supplier is responsible for and shall defend, indemnify and hold Purchaser harmless from and against any claims, damages, losses, expenses and the like on the account of any infringement of Patent, Registered Design, Trade Mark etc. in conjunction with his/her execution of the work and the Purchaser’s use of same.
14.0 DISPUTES
This Purchase Agreement shall be governed by and construed in accordance with Norwegian law. Any disputes arising out of or in connection with the Purchase Agreement which cannot be solved out of court, shall be solved by arbitration. Any court proceeding will be brought before Stavanger City Court.
15.0 CONFIDENTIALITY
All drawings, calculations and other information which the Supplier may receive from the Purchaser for the purpose of carrying out the work are proprietary to Purchaser and shall be treated by the Supplier as trade secret and may not be used for any other purpose, duplicated or made available to a third party. The Supplier is liable for any inconvenience and loss suffered by the Purchaser by such and infringement. The Supplier, if so requested, shall immediately return all such material together with all copies and duplicates.
16.0 INDEMNITY
The Supplier agrees to Indemnify and to hold Purchaser, its agents, employees, officers, subsidiaries, associated companies and assigns harmless from and against any all liability, damage, loss, cost or expense, including without limitation any liability arising from any injury or loss to any person or persons or any damage to or loss of any property, directly or indirectly arising out of or in connection with;
(i) any act or omission in the performance of or in connection with any or all of the obligations undertaken by the Supplier pursuant to the P.A., whether by reason of the negligence of the Supplier, its agents, employees or sub-contractors or their agents or employees, or otherwise:
(ii) any alleged fault or defect howsoever arising in the work or supply (whether in materials, workmanship or otherwise):
except to the extent that any such liability was only incurred because the Supplier delivered the work solely in accordance with designs, plans or specifications supplied by Purchaser.
Rev 5 - 04.08.2010
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