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Annex C General Terms and Conditions for the Purchase of GoodsPage 1 of 7
GENERAL TERMS AND CONDITIONS FOR THE PURCHASE OF GOODS
CONTENTS
1.GENERAL PROVISIONS
1.1Definitions
1.2Inconsistency
1.3General
1.4The contact persons of the Parties
1.5Communication
2.THE SUPPLIER’s GENERAL OBLIGATIONS
3.ORDER
4.CANCELLATION OF AN ORDER
5.CANCeLLATION OF a DELivery
6.CHANGES
7.PRICES
8.Payment conditions
9.Delayed payment
10.QUALITY ASSURANCE
11.ENVIRONMENT, HEALTH AND SAFETY
12.Delivery terms
13.Documentation and supporting DRAWINGS
14.Breach of contract
14.1Delay
14.2Effects of a delay
14.3Defects
14.4The effects of defects
14.5Compensation
14.6Material breach of contract
15.Force Majeure
16.Insurance
17.Indemnity
18.Confidentiality
19.Transfer of the Contract
20.Choice of law and legal venue
1. GENERAL PROVISIONS
1.1 Definitions
The Agreement Document is the document signed by the Parties which confirms the conclusion of the Contract.
The Customer is the National Library of Norway.
The Supplier is <fill in>.
A Party is the Customer or the Supplier defined in the Contract.
The Contract shall mean the Agreement Document, these General Terms and Conditions for the Purchase of Goods, and any annexes, supplements and amendments agreed in writing.
The Delivery shall mean that which is to be delivered pursuant to the Contract.
1.2 Inconsistency
In the event of an inconsistency between documents, the contractual documents shall apply in the following order of priority:
- The Agreement Document
- The General Terms and Conditions for the Purchase of Goods
- Annex 1 – The Customer’s description of the Delivery
- Annex 2 – The Supplier’s specification of the Delivery
- Annex 3 – Total price
- General
These general terms and conditions shall apply to all deliveries for which the Customer is the National Library of Norway, including the various departments and companies of the National Library.
Upon the conclusion of the Contract, the Supplier has accepted these terms and conditions. Any conflicting conditions shall have no effect on the Parties unless the Customer has accepted them in writing.
Any of the Supplier’s own conditions of sale which may be appended to accompanying documents, order confirmations or invoices shall not be accepted to the extent that they conflict with these General Terms and Conditions for the Purchase of Goods.
1.4 The contact persons of the Parties
Each Party shall appoint a contact person, who shall be authorised to act on behalf of the Party in relation to all matters concerning the performance of the Contract. The contact persons of the Parties shall are <fill in>.
1.5 Communication
Communication concerning the Contract shall be directed to the Parties’ contact persons. Enquiries shall be replied to without undue delay.
2. THE SUPPLIER’s GENERAL OBLIGATIONS
The Delivery shall satisfy all requirements relating to type, amount, quality, properties and packaging set out in Annex 1 and Annex 2 to the Contract. The Delivery shall be suitable for the intended purpose, and shall be free of legal defects of any kind.
The Supplier shall not be permitted to use sub-contractors without the Customer’s written consent. Such consent shall not exempt the Supplier from any obligations under the Contract.
If the Delivery does not accord with the requirements of the Contract, the Customer shall notify the Supplier in writing as quickly as possible that the Delivery is not accepted, and of the reason for this.
3. ORDER
An order shall be made in writing. Only orders which clearly state the price, amount and requisitioner’s department and name shall be valid and binding on the Customer.
The Customer’s order shall be confirmed in writing without undue delay.
4. CANCELLATION OF AN ORDER
Until a written order confirmation has reached the Customer, the Customer shall be entitled to cancel an order without notice and without special reason, and such cancellation shall not have any consequences for the Customer.
5. CANCeLLATION OF a DELivery
Until actual delivery has taken place, the Customer shall be entitled, upon giving written notice to the Supplier, to cancel a Delivery entirely or in part.
In the event of cancellation pursuant to this section, the Customer shall pay a cancellation fee amounting to 5% of the value of the Delivery.
If a Delivery which has been manufactured especially for the Customer is cancelled, and the Supplier is unable to sell the product to a third party without incurring a loss, the Customer shall cover the Supplier’s documented loss, subject to an upper limit equal to the agreed price of the Delivery in question.
6. CHANGES
Within the bounds of what the Parties could reasonably have expected at the time that the Contract was concluded, the Customer shall be entitled to claim quality-related and/or quantity-related changes to the Delivery, as well as changes to the progress plan.
If the Supplier has proposals to make regarding changes, the Customer shall be notified in writing as soon as the Supplier becomes aware of this fact.
Payment for changes shall accord with the Contract’s original unit prices and price level. If changes mean cost increases or savings, the Parties shall negotiate separately regarding these, but the unit prices shall still be applied.
Changes shall require the approval of the Customer in the form of a written change order before being implemented.
Upon receipt of a change order, the Supplier shall implement it without undue delay, even if the effect of the change order on the price, the progress plan and other conditions of the Contract has not been clarified yet.
7. PRICES
The prices shall be specified in Annex 3, and shall be stated in NOK excluding value added tax, and shall include all costs associated with the Delivery, such as packaging materials, administration and invoicing costs, import duty, direct and indirect taxes, etc.
Unless stated otherwise in the Contract, the prices shall be fixed for the Delivery.
8. Payment conditions
Invoicing shall be based on documented Deliveries or take place as agreed specifically with the Supplier, and shall comply with guidelines and requirements relating to the marking of invoices. The payment of an invoice shall not constitute acceptance of the invoice basis.
Invoices shall be marked clearly with a Customer reference number, and shall be sent to:
The National Library of Norway
Fakturamottak SSØ
PO Box 4104
2307 Hamar
Norway
The Customer shall be entitled to return invoices which do not satisfy the marking requirements.
Payment shall take place within 30 days of a correct invoice being received.
The Customer shall be entitled to made deductions from received invoices for advance payments, accrued liquidated damages, and disputed or insufficiently documented items in the invoice amount.
In the event of a breach, the Customer shall be entitled to retain a payment, but not obviously more than the proportion of the total payment accounted for by the breach.
Disputed invoices shall not fall due for payment until agreed is reached, or until any binding judgment has been given.
9. Delayed payment
In the event of delayed payment, the Customer shall pay default interest on the agreed amount pursuant to the Act relating to interest on overdue payments, etc. of 17 December 1976 No. 100.
10. QUALITY ASSURANCE
The Supplier shall have in place a satisfactory quality-assurance system which is adapted to the Delivery and its obligations under the Contract. Upon request, the Supplier shall deliver documentation on the system to the Customer.
Special requirements relating to quality assurance:
The Customer shall be entitled to carry out an audit of the Supplier and any sub-contractors. The Supplier shall be obliged to assist in the performance of such an audit.
If the audit uncovers deviations, the Supplier shall be obliged to implement corrective measures without undue delay. The Customer shall be entitled to set a reasonable implementation deadline.
Failure to implement corrective measures shall constitute a material breach.
11. ENVIRONMENT, HEALTH AND SAFETY
The Supplier shall comply with all statutory EHS[1] requirements and other public demands.
In the case of a Delivery of chemical substances, EHS datasheets shall accompany the Delivery as provided in the relevant regulations.
12. Delivery terms
The Delivery shall be properly packed, marked and delivered freight paid to the National Library in Mo i Rana. The delivery terms shall be DDP in accordance with INCOTERMS 2000.
13. Documentation and supporting DRAWINGS
All necessary documentation for the use, maintenance and disposal of the subject matter of the Contract shall comprise an integral part of the Delivery.
Deficient or missing documentation shall trigger defect liability on the part of the Supplier.
The Customer shall retain exclusive rights to its own supporting materials. The Customer shall be granted access to and a right to use the supporting materials used by the Supplier in connection with the Delivery, whether these are the property of the Supplier or of a third party.
The Supplier shall guarantee that it is entitled to use all of its input factors, including proprietary solutions of third parties, and that the rights of others will not be infringed through the performance of the Contract. The Supplier shall be liable for the consequences of any breach of third-party rights.
14. Breach of contract
14.1 Delay
A delay shall exist if the Supplier fails to make a Delivery at the agreed time, or if the Delivery does not accord with the Contract in qualitative or quantitative terms, unless the delay is due to circumstances for which the Customer is responsible.
If the Supplier’s Delivery is so deficient that the Customer’s objective linked to the Delivery is materially impaired, the Customer shall be entitled to choose to treat the situation as a delay.
14.2 Effects of a delay
Unless otherwise agreed, in the event of a delay, liquidated damages shall accrue at the rate of 0.4% of the total remuneration which is to be paid pursuant to the Contract for each day by which the Supplier is delayed.
In total, the sum shall not exceed 15% of the total sum which is to be paid pursuant to the Contract.
The Customer shall be entitled, in addition to claiming liquidated damages, to claim compensation for the loss it suffers as a result of the delay. The compensation shall be limited to direct losses unless the Supplier or a party for which the Supplier is responsible has acted with gross negligence or intent.
The Customer shall be entitled to terminate the Contract if the maximum amount of liquidated damages has accrued, or if the delay constitutes a material breach of contract.
In the event of a delay or an assumed delay, the Supplier shall without undue delay give the Customer written notice of the delay. The notice shall state the cause of the delay and when the Delivery will be made.
If the Customer does not receive such notice within a reasonable period of the date on which the Supplier gained or should have gained knowledge of the hindrance, the Customer shall be entitled to claim compensation for losses which could have been avoided if it had been given notice in time.
14.3 Defects
The Supplier shall be liable for any defect in the Delivery and the making of the Delivery.
The Customer shall make a written claim within a reasonable period after a defect is discovered, and not later than 24 months after the Delivery is made. In the case of remediation works, a corresponding claims deadline shall run from the date on which the remediation works are completed. The claims deadlines shall not run while remediation works or other activities are taking place that are necessary for correct contractual performance.
14.4 The effects of defects
If the Customer makes a claim, the Supplier shall begin remedying the defect immediately. Remediation may be delayed if the Customer has objective grounds for demanding this. Remediation shall be completed at no cost to the Customer. If remediation is impossible without material inconvenience to the Customer, the Supplier shall make a new Delivery.
If the Supplier fails to remedy a defect within a reasonable period, the Customer shall be entitled to undertake remediation or make a replacement purchase either itself or by means of third parties, at the Supplier’s cost and risk, or to demand a price reduction. The same shall apply if waiting for the Supplier’s remediation would cause the Customer material inconvenience. In such cases, the Supplier shall be informed in writing before remediation is begun.
The Customer shall be entitled to claim compensation for losses it suffers as a result of a defect. Such compensation shall be limited to direct losses, unless the Supplier or a party for which the Supplier is responsible has acted with gross negligence or intent.
The Customer shall be entitled to terminate the Contract if a defect causes a material breach of contract. In such cases, the Customer shall be entitled to oppose the Supplier’s offer to remedy.
14.5 Compensation
The Customer’s entitlement to compensation shall be independent of other claims the Customer may assert as a result of a contractual breach, and of whether such claims can be asserted.
14.6 Material breach of contract
The Supplier’s bankruptcy, insolvency, breach of other material financial implied conditions, repeated breaches of instructions or breaches of public laws and rules, deceit, omission or other matters which break the relationship of trust with the Customer, or delays or defects that mean that the Customer’s purpose in connection with the Contract is not achieved, shall always constitute a material breach of contract. The list in this paragraph shall not be deemed exhaustive with regard to the assessment of what constitutes a material breach of contract.
15. Force Majeure
The Parties shall not be held liable for delays or defects if it is proven that these are due to a hindrance outside the Parties’ control which they could not reasonably have been expected to take into consideration at the time the contract was concluded, or prevented or overcome the consequences of.
If the delay or defect is the fault of a third party that the Supplier has tasked with the making of all or part of the Delivery, the Supplier shall be free of liability only if the third party would also be free of liability under the preceding paragraph. The same shall apply if the delay or defect is the fault of a sub-contractor or some other supplier in an earlier sales link.
If a force majeure situation is expected to last, or has lasted, longer than 60 days, the Parties shall be entitled to terminate the Contract by giving written notice of termination to the other Party.
16. Insurance
The Supplier shall, at its own cost, take out and maintain until timely delivery takes place insurance adapted to the Supplier’s business and the nature of the Delivery.
The Supplier shall, at the Customer’s request, produce documentation showing that the insurance obligation is being met.
17. Indemnity
The Supplier shall indemnify the Customer against any claims resulting from damage to the Supplier’s property and claims by the Supplier’s own personnel or the personnel of third parties.
Each Party shall inform the other Party when claims concerning the other Party are made by a third party.
18. Confidentiality
The Supplier and the Supplier’s personnel shall be obliged to keep all information about the Customer and the Delivery confidential, also after the contractual relationship has ended.
The Supplier shall not announce the conclusion of this Contract publicly, or use the Customer as a reference, without the written consent of the Customer. Consent shall not be refused unless there are objective grounds for doing so.
A breach of this provision shall be deemed a material breach of contract.
19. Transfer of the Contract
The Customer shall be entitled to transfer its rights and obligations under the Contract in whole or in part, provided that the Customer can prove that the acquirer has the financial strength required to satisfy the Customer’s obligations under the Contract.
The Supplier shall not be permitted to transfer or create a charge over the Contract, or a part of or an interest in the Contract, without the consent of the Customer. Such consent shall not be refused unless there are objective grounds for doing so.
20. Choice of law and legal venue
The Contract shall in all respects be governed by Norwegian law, and legal disputes concerning the Contract shall be resolved in accordance with Norwegian procedural rules.
Efforts shall be made to resolve disputes between the Parties through negotiations. If no solution is achieved, the case shall be submitted to the ordinary courts.
The correct legal venue shall be the legal venue of the Customer.
[1] EHS means Environment, Health and Safety. The term covers environmental factors such as emissions to air, earth and water, energy consumption, waste and the selection of materials.