General terms and conditions

General terms and conditions

1. INTRODUCTION

These general terms and conditions (the “Purchasing Terms and Conditions“) shall govern the contractual relationship between the Buyer and the Supplier (the “Parties“) and shall be observed by the Parties as part of the Agreement. 

2. DEFINITIONS

The term “Buyer” refers to Smedvig Eiendom AS and any other subsidiaries and companies in Smedvig AS. 

The term “Supplier” refers to the recipient of the Purchasing Terms and Conditions or the party defined as supplier in the Agreement.  

The term “Agreement” refers to any agreement that the Parties have entered into concerning the purchase of products, goods or services, which includes the Purchasing Terms and Conditions and any other supplements and attachments. Upon entering into a contract, the Buyer’s standard form for the purchase of goods and services shall preferably be used. However, if such a standard form does not exist, this shall not prevent the Agreement from being deemed concluded.   

The term “Delivery” refers to the products, goods and/or services that are to be delivered in accordance with the Agreement.

3. RELATIONSHIP TO THE  NORWEGIAN SALE OF GOODS ACT AND THE SUPPLIER’S DELIVERY TERMS AND CONDITIONS, AS WELL AS BETWEEN CONTRACTUAL DOCUMENTS 

The Agreement is comprised of the Main Agreement, these Purchasing Terms and Conditions and any appendices or supplements that the Parties have agreed to in writing. In case of conflict, the following shall take precedence:

  1. The Main Agreement as expressed in the Buyer’s standard form or otherwise: prevails over the Purchasing Terms and Conditions and any appendices if there is an express and written provision to this effect.
  2. The Purchasing Terms and Conditions: take precedence over any appendices and supplier-specific terms and conditions, unless otherwise expressly agreed. 
  3. Appendices and supplements: complement the Agreement and the Purchasing Terms and Conditions but can only change them if this has been specified and agreed in writing. 

The agreement is supplemented by the Norwegian Sale of Goods Act. In the event of a conflict between the Purchasing Terms and Conditions and the provisions of the Norwegian Sale of Goods Act, the Purchasing Terms and Condition shall take precedence. 

Any general or specific terms of delivery, standard terms and conditions, etc. from the Supplier are considered invalid and without legal effect unless they have been expressly accepted by the Buyer in writing. The Supplier’s terms and conditions shall not form part of the Agreement, even if such terms and conditions are mentioned in order confirmations, invoices or any other Supplier documents. 

4. ENTRY INTO CONTRACT

Only written orders are binding on the Buyer, and the Parties are not legally bound until the Buyer’s order has been accepted in writing.  

After the Buyer’s order has been received, the order must be confirmed without undue delay. The Supplier should preferably confirm the order by completing the Buyer’s standard form as specified in section 2 but must in any event state the price of the Delivery and specify a delivery date. The Buyer is not considered legally bound if a confirmation has not been received within two working days of the Buyer’s order.  

If the Supplier’s offer is made at the request or by order of the Buyer, any deviations or reservations by the Supplier must be expressly specified and approved in writing by the Buyer before an agreement is deemed concluded.

5. PRICES, INVOICE AND PAYMENT 

Prices shall include everything specified in the Buyer’s order, in addition to packaging, delivery, transport, insurance, customs duties, taxes and other fees.  

Unless otherwise agreed in writing, the prices are fixed during the contract period and cannot be unilaterally adjusted by the Supplier.  

Payment can only be requester after delivery has taken place pursuant to the contract. If the Delivery consists of several parts, payment may be requested for the parts that have been delivered.  

The Buyer shall have a payment term of at least 30 days following Delivery and receipt of a correct invoice. 

Invoices must contain the following information: https://www.smedvig.com/no/innkjopsbetingelser/  

Invoices that do not contain such information or that contain other errors will be rejected by the Buyer. The Supplier is not entitled to claim any interest on delayed payment until the correct invoice has fallen due for payment.

6. THE BUYER’S RIGHT TO CHANGE OR CANCEL AN ORDER 

Until delivery has taken place, the Buyer has the right, upon written notice, to request changes to or cancel all or parts of the Delivery.  

The Supplier must confirm such a change without undue delay. If the Buyer’s change results in an increase in the price or delivery time, the Supplier must simultaneously notify the Buyer of this in writing, and the Buyer must then confirm or reject the change. The change shall not be implemented until the Buyer has provided the Supplier with such confirmation.  

If the Buyer cancels an order, the Supplier is entitled to compensation for any documented and necessary expenses incurred directly as a result of the cancellation. The Supplier’s purchase cost for stocked goods cannot be claimed under this provision. Nor can the Supplier claim reimbursement of its calculated profit from the Agreement. 

The Supplier’s rights under the above provisions do not apply if the cancellation is due to delay on the part of the Supplier. 

7. DELIVERY REQUIREMENTS

The Delivery must meet the quality, specifications and functionality requirements specified in the Agreement. The Supplier warrants that the Delivery is without any defects or deficiencies, and that it is suitable for the purpose stated in the Agreement or for any purpose that the Buyer may reasonably expect. 

The delivery shall be carried out at the time and place specified in the Agreement. The Supplier bears the risk for the Delivery until it has been made in accordance with the contract. The Supplier shall also arrange transportation and any necessary insurance. 

The Supplier must have all approvals, certifications and permits necessary for the Delivery. The delivery must take place in accordance with prevailing laws, regulations and other public law requirements for the sale of products, goods and/or services.  

The Supplier must comply with all statutory and regulatory requirements for the working environment and HSE. This entails that the Supplier must ensure that all cleaning and construction site personnel hold a valid ID and an approved HSE card.  

 The Supplier undertakes to safeguard fundamental human rights and ensure decent working conditions where no child labour, forced labour or any form of discrimination is permitted.  

If contracted labour is required, the Supplier must only use companies approved for this purpose by the Norwegian Labour Inspection Authority.  

In connection with provision of services, the Supplier undertakes, on request, to provide the necessary information about the professional qualifications of the personnel assigned to perform such services. The Buyer reserves the right to request a replacement of personnel if the Supplier’s selection is deemed unsatisfactory. Replacement of personnel shall take place at the Supplier’s expense.  

The Supplier must ensure that all the provisions in this section are complied with by its own subcontractors/contract assistants who contribute to the fulfilment of the Agreement, throughout the supply chain.  

The Supplier must notify the Buyer in the event of a breach or suspected breach by the Supplier or subcontractor/contract assistant. 

 The Buyer may request that the Supplier, provide documentation, without undue delay,  demonstrating that the provisions of this section have been fulfilled.

8. CODE OF CONDUCT, CORPORATE SOCIAL RESPONSIBILITY 

The Buyer acknowledges its responsibility to respect fundamental human rights and to ensure that its procurement practices comply with the environmental, social, and governance principles (ESG).  

Through socially responsible procurement, the Buyer undertakes to promote consideration for the climate and environment, safeguard fundamental human rights and social justice, and to foster a good working environment. 

The Buyer’s requirements relating to suppliers: https://www.smedvig.com/no/innkjopsbetingelser/ 

9. ACCESS AND AUDITING 

Up to three years after the Delivery has been paid for, the Buyer may request access to those parts of the Supplier’s management systems that may be of significance to the fulfilment of the Agreement. The Buyer may also request access to the Supplier’s systems for production, quality assurance, and HSE, as well as information on the Supplier’s efforts to uphold fundamental human rights and ensure decent working conditions. Access includes document review, inspection and other methods that are deemed appropriate under the circumstances.  

Access shall take place free of charge and with the cooperation of the Supplier. The Supplier is not entitled to claim compensation for any costs incurred in connection with such access. The Supplier must ensure that the Buyer has a similar right of access to the Supplier’s subcontractors/contract assistants.

10. DELAY

If the Supplier finds that he is unable to deliver on time, or if a delay appears likely, he must notify the Buyer of this in writing without undue delay. Such a written notification must also state the reason for the delay and the expected new delivery date. The Supplier has a duty to implement necessary measures to avoid or minimise the delay, including alternative solutions where possible and justifiable. The notification must also include information about such measures. Should the Supplier fail to notify the Buyer, he will lose the right to invoke Force Majeure, cf. section 16.  

Delays caused by circumstances attributable to the Supplier entitle the Buyer to request a price reduction and withhold payment in accordance with the provisions of the Norwegian Sale of Goods Act. The Buyer may also request cancellation and compensation in accordance with the provisions of sections 13 and 14.

11. DEFECTS AND DEFICIENCIES

The Delivery shall be considered deficient if it is not performed to a professional standard or if it is in breach of the Agreement, including sections 7 and 8 of these Purchasing Terms and Conditions. Moreover, the provisions of the Norwegian Sale of Goods Act apply regarding when a product is considered defective or deficient.  

In the event of defects or deficiencies, the Buyer may request remedial action and price reduction in accordance with the provisions of the Norwegian Sale of Goods Act. The Buyer may also request cancellation and compensation in accordance with the provisions of sections 13 and 14.

12. CLAIMS

The Buyer must make any claims within a reasonable time of discovering any defects or deficiencies.  

The Buyer also retains an absolute right to claim for defects or deficiencies for a period of five years, or two years if the Delivery, by its nature, cannot reasonably be expected to last longer than two years under normal use. The absolute time limit for claims begins upon takeover and does not apply if the Supplier has accepted responsibility for defects or deficiencies for a longer period under a guarantee or other agreement.  

The deadline to submit claims does not apply in cases where the defect or deficiency in question is caused by gross negligence or intentional misconduct by the Supplier or any of the Supplier’s subcontractors/contract assistants.  

Section 39, second paragraph, of the Norwegian Sale of Goods Act does not apply. 

13. TERMINATION

The Buyer reserves the right to terminate the Agreement with immediate effect by giving written notice to the Supplier if a material breach by the Supplier has occurred or is evidently imminent.  

Any breach of the provisions in section 8, fifth paragraph, shall always be deemed a material breach, providing grounds for termination. The same applies if the Supplier becomes insolvent or if the Buyer has reasonable grounds to suspect that the Supplier may become insolvent.   

A delay will always constitute a material breach if, as a result, the Buyer must make substitute purchases to avoid breaching its obligations to other contractors. The same applies if the Supplier fails to deliver within a reasonable additional deadline set by the Buyer.  

In addition, the general principles of contract law shall apply in assessing whether the defect or delay is material.

14. DAMAGES 

The Buyer may claim damages from the Supplier for any loss incurred as a result of breach of the Agreement. This also includes costs to cover claims from the Buyer’s contractors as a result of the breach.

15. INDEMNIFICATION 

The Supplier shall indemnify the Buyer in respect of any loss or liability for personal injury among the Supplier’s or Supplier’s contractors/subcontractor employees arising in connection with the Agreement.  

The same applies to the payment of any claims under public or private law arising from breaches of laws or regulations by the Supplier, or allegations thereof.

16. FORCE MAJEURE

The Parties lose their right to request performance, compensation, or redelivery if the breach is caused by an obstacle beyond the party’s control that could not reasonably have been anticipated at the time of the agreement or avoided or mitigated. 

Raw material shortages and inflation are not considered force majeure under this provision.  

If a force majeure event causes a breach that persists for 90 days or more, either Party may terminate the agreement by providing written notice to the other party.

17. CHOICE OF LAW AND LEGAL VENUE.

The Agreement is subject to Norwegian Law.  

The Parties agree that any disputes that may arise in connection with this Agreement, and that cannot be amicably resolved, shall be settled by the Sør-Rogaland District Court as the exclusive legal venue.