Generally
This document contains the standard sales and delivery terms (the "Standard Terms") that shall apply to any delivery agreement between Mongstad TavleTeknikk AS (the "Supplier") and an orderer (the "Customer"). The Supplier and the Customer are also referred to individually as "Party" and collectively as "the Parties".
These Standard Terms and Conditions apply in addition to the terms and conditions agreed separately between the Parties for each order. To the extent that there is a conflict between the agreement documents, the special terms that appear in the individual order shall take precedence over these Standard Terms.
The customer's duty to cooperate
The customer must conscientiously and without delay provide such cooperation as is necessary for the supplier to be able to fulfill its obligations. The duty to cooperate can be elaborated in more detail in the individual delivery agreement. If not otherwise agreed, the Customer must arrange the conditions for the Supplier's execution of the delivery and otherwise lead the cooperation that is necessary for the delivery to be carried out within the agreed time frames and with the agreed quality and scope. The customer is responsible for products and data from third parties, including that the customer enters into necessary agreements with such third parties.
If it has been agreed or implied that the Customer shall perform certain tasks or services, and the Customer does not do this on time, the Supplier's contractual obligations shall be suspended to the extent that the Supplier reasonably considers that these depend on the Customer's efforts. The same applies where the fulfillment of the Supplier's contractual obligations is prevented or distorted by the Customer or someone or something for which the Customer is responsible. The suspension must be in reasonable proportion to the delay or obstacle for which the Customer is responsible. The customer must cover any
additional costs, encumbrances or expenses incurred by the Supplier due to the delay/obstacle and/or postponement by the Supplier.
Party representatives
For each individual delivery, the Supplier and the Customer must each appoint a representative ("Party representative") who will administer and follow up the Party's rights and obligations under the agreement. The Party representative can be replaced with 3 days' written notice to the other Party. The parties must, as far as possible, use written communication regarding the delivery agreement. Email is accepted by the Parties as a means of written communication.
Changes
If there are changes or a need for changes in the current contractual relationship that will affect the content or scope of the Supplier's contractual obligations, the Customer must, through its Party Representative, ask the Supplier in writing for such a change. The document is referred to as "Change order". The supplier shall, within a reasonable time from receipt of such a request, inform the customer in writing of whether the requested change has been accepted. In this connection, the Supplier must also specify what consequences the change will have for remuneration, schedules, service level, etc. The consequences that the Supplier indicates shall be deemed accepted by the Customer and the Parties' agreement shall be deemed amended accordingly, unless the Customer within 10 days from the Supplier gives notice of the consequences of a requested change, informs in writing that the change is nevertheless not desired. The supplier shall under no Standard sales and delivery conditions be obliged to carry out a change unless there is full agreement both about the change and its consequences for the Parties' agreed obligations.
However, the customer does not have the right to prescribe changes that, taken as a whole, go beyond what the parties could reasonably expect when the order was delivered.
Third Party Benefits
The Supplier shall not be responsible for the delivery, dissemination or installation of equipment, products or services from third parties ("Third-Party Services"), even if such Third-Party Services constitute a necessary prerequisite for the Supplier's services to function as agreed, unless it explicitly follows from ordering and order confirmation.
The customer himself bears the risk that third-party services that the customer relies on are suitable for cooperation with the supplier's services, unless something else explicitly follows from the parties' service/delivery agreement. The customer accepts that the supplier cannot pass on anything other than the standard guarantee for third-party services. The customer accepts that the customer is obliged to enter into the necessary agreements on disposal rights directly with third parties who have the necessary rights to third-party services, including, among other things, license agreements for software and/or databases.
Confidential Information
The Customer is obliged to keep confidential and prevent others from becoming aware of Confidential Information that the Customer learns from the Supplier in connection with the Parties' contractual relationship. "Confidential information" is considered in this connection any information which, by the nature of the matter, is not intended to be passed on to a third party and which is not already publicly known. The obligation of confidentiality can be detailed in the individual delivery agreement.
Insurance obligation
The Customer is obliged to properly insure equipment, software, documentation etc. which belong to the Supplier, but which the Customer has in its possession/its operating environment as part of the Supplier's performance to the Customer.
Payment
The customer must pay the agreed remuneration for the Supplier's delivery by the due date. In addition, the Customer must cover all of the Supplier's expenses, as well as any tax, duty and charge incurred as a result of the delivery. Payment terms are 30 days. In the event of delayed payment, the Supplier is entitled to interest on the amount that is due for payment, in accordance with Act 17 December 1976 no. 100 on interest in the event of delayed payment etc. (Delay Interest Act).
All prices are quoted exclusive of VAT and other relevant taxes. If the Supplier must purchase products/services in foreign currency as part of its delivery to the Customer, the exchange rate at the time of invoicing for the Supplier will be used.
Delivery terms are FCA Mongstad (Incoterms 2010). The supplier's ordinary hourly rate applies to assistance carried out between 08-16 on working days, and assistance between 16-20 on working days entails an addition of 50 % of the Supplier's ordinary hourly rate, and assistance between 20-08 on working days, Saturdays, Sundays, Christmas Eve, New Year's Eve or on public holidays entails an addition of 100 % The Supplier's ordinary hourly rate.
The supplier can invoice twice per month for the provision of services. For fixed services from the Supplier, the Supplier may invoice the Customer in advance (monthly if Standard sales and delivery conditions quarterly, half-yearly or annually have not been agreed). The supplier has a sales deposit on the equipment up to the full contract sum including VAT. is paid.
Price changes
If, after the conclusion of the delivery agreement, changes are adopted in public taxes and fees that affect the Supplier's costs, the Supplier may, without prior notice, pass on such costs from the same time that such cost affects the Supplier's costs. In addition, the supplier may, without prior notice, carry out annual price regulation with effect from 1 January next year with the highest of 2 % or the last year's change in the consumer price index (CPI) or consumer price index with wages as the dominant factor. Other price changes must be notified in writing, and such price changes can only be implemented 14 days after the notification has been sent.
Right of disposition to the Supplier's products etc.
The Supplier has copyright and all other intellectual property rights to the Supplier's own developed products, including computer programs and databases developed by the Supplier. On terms as stated in the delivery agreement (the Supplier's End User Agreement if a separate agreement has not been concluded), the Supplier transfers to the Customer a time-limited, non-exclusive and non-transferable right of disposal to the Supplier's own developed products. Unless otherwise stated in the delivery agreement, such right of disposition will be limited to an end user with the Customer for that period (monthly, quarterly, half-yearly or annually) and those of the Supplier's products for which the pre-invoiced right of use (license in the form of a paid Maintenance Fee to the Supplier) has been paid for by the Customer. The customer has no right to change
The Supplier's database or allow third-party applications to access the Supplier's
database.
The customer acquires ownership rights to equipment supplied by the Supplier from the day the Supplier has received full payment for such equipment. The risk of accidents/damage to equipment and/or products from the Supplier passes from the Supplier to the Customer upon handover, regardless of the time of payment.
Rights to data from the Customer
The Customer has ownership rights to data that the Customer has entered into the Supplier's products. The customer himself is responsible for backing up data and all data the customer enters into the Products as well as the way the customer uses such data.
Complaints, default and sanctions
The Supplier's responsibility and the Customer's powers in the event of default on the Supplier's part shall be as follows: The Supplier's liability for damage or loss applies for 12 months after delivery, regardless of the cause and basis of the case and regardless of whether it is a breach of contract or tortious act, the liability shall be limited to the Customer's direct loss. The total compensation shall not exceed the amount the Customer has paid the Supplier under the delivery agreement (Call-off) to which the loss or damage is related. The supplier shall not under any circumstances be responsible for paying compensation (for tort and injury) or for covering indirect losses. In this connection, "Indirect loss" is considered, among other things, loss of interruption and other loss of deprivation, failure of expected savings, loss of earnings or profit, loss of data, loss of data time, consequential damage, operating loss, transaction loss, loss suffered by a third party, loss as a result of
Standard sales and delivery conditions that the agreement with a third party expires or is changed as well as other commercial or financial losses. The limitation against indirect loss also applies where the Supplier has been made aware that such loss or damage may occur. The supplier shall not under any
circumstance be responsible for repairing damage to, replacing or restoring software or data files.
Liability ceases if:
a) The goods have been tampered with without the seller's consent.
b) The item is damaged as a result of incompetent handling or lack of maintenance.
c) The item is damaged due to incorrect assembly or violation of public regulations.
d) Work has been carried out on the item according to a third party's specification without warranty liability being accepted
maintained by seller.
The guarantee does not cover wear and tear after normal use or use that was not foreseen
conclusion of the agreement. The customer loses his right to enforce liability/sanctions against the supplier under a concluded delivery agreement if a written, specified complaint is not received by
The supplier within ten days after the customer discovered or should have discovered the breach of contract.
Force majeure
If the implementation of the Parties' agreement is prevented or significantly distorted by a situation beyond the control of the parties or subcontractors or which is considered force majeure under general Norwegian law, the Parties' contractual obligations shall be suspended to the extent and for the time they are prevented. A Party affected by such a situation must notify the other Party without delay that force majeure is considered to have occurred.
Transfer
The supplier may transfer its rights and/or obligations under a concluded delivery agreement in whole or in part to a third party. In the event of such a transfer, the Customer must be given written notice. The customer cannot transfer his rights or obligations under a delivery agreement without the written consent of the Supplier.
Conflicts
The agreement is subject to Norwegian law. Any disputes between the Customer and the Supplier relating to a delivery agreement shall be settled by ordinary Norwegian courts. Lawsuits in such disputes must be brought before the Bergen District Court.
