Last updated 08. September 2023
1. INTRODUCTION
These terms and conditions for the purchase of goods and services (“Terms and Conditions”) shall, unless otherwise
agreed in writing, apply to all purchases of goods and services (“The Work”) by Mowi (“Buyer”). The Work is a comprehensive concept of the Supplier’s (“Supplier”) obligations.
2. THE AGREEMENT
2.1 The Supplier’s quotation (“Quotation”) shall not be binding on Buyer until accepted by a written purchase order (“PO”) issued by Buyer.
2.2 The Quotation or order confirmation, the PO and the General Conditions constitute the entire agreement (“Agreement”) between the parties. General Terms and Conditions
shall take precedence over any other terms and conditions relating to the specific purchase.
2.3 In case of inconsistency between provisions in the Agreement, the documents shall have the following priority:
1. The PO and its annexes.
2. These General Terms and Conditions
3. The Quotation and its attachments or order confirmation.
2.4. The written PO specifies the type of goods and/or services, quantity, time and place of delivery and prices. If Supplier discovers errors in the PO, Supplier shall notify Buyer and initiate corrective action. Supplier shall refer to the PO in all correspondence with Buyer, upon delivery and when
invoicing.
2.5 Supplier shall not commence The Work without a PO. If an emergency occurs, an email or request may be
accepted before the PO is issued.
3. DELIVERY
3.1 Goods shall be delivered properly packed and marked at the agreed place and time of delivery.
3.2 Unless otherwise specified in the Agreement, the Work shall be delivered DDP at Buyer’s location in accordance with INCOTERMS, latest version. Supplier shall file all required documents, including documents for export and import of goods, at the place of delivery.
3.3 Applicable documentation is always part of the delivery. All documentation related to the delivery shall be archived by the Supplier and available at least 10 years after delivery.
3.4 Ownership and risk of goods shall pass upon delivery. Goods shall be delivered free of liens and other
encumbrances.
4. INVOICING AND PAYMENT
4.1 Prices are fixed and not subject to escalation. Prices shall be quoted in the currency specified in the PO. All costs related to the Work are included in the prices. Items not explicitly priced are considered included in the quoted prices.
4.2 Buyer shall pay per 60 days after delivery of the Work and receipt of a correct and complete invoice. The content of the invoice must match the content of the PO. If this is not the case, the Buyer will be contacted. The invoice will be sent in EHF format and will refer to the PO.
4.3 Buyer has the right to return incorrect or incomplete invoices, including invoices with insufficient documentation.
The credit period shall not begin to run until the Buyer has received a correct and complete invoice.
4.4 Buyer may make deductions from invoiced amounts for (I) claims that members of the Mowi Group may have against Supplier and (II) portions of invoice amounts that Buyer has reported are insufficiently documented or otherwise disputed. Payment of an invoice does not constitute acceptance of the delivery, prices or that Buyer waives any rights under the Agreement.
4.5 Invoices submitted later than 90 calendar days after delivery or completion of the Work will not be paid.
5. INSURANCE
Supplier shall obtain and maintain at its own expense insurance policies covering liability that may arise under the Agreement. The insurance policies shall not terminate until delivery has taken place. Upon request, the Supplier shall submit insurance policies to the Buyer.
6. VARIATIONS
6.1 Buyer shall have the right to make variations in the Work. Such variations may include increases or decreases in The Work, its character, quality, nature, design, execution and changes in delivery time, provided that such variations are within what the parties could reasonably expect when entering into the Agreement.
6.2 The variation shall be formalized by the issuance of a variation order (VO) by the Purchaser. The Supplier’s obligations under this Agreement shall apply to all variations of The Work. The price in the VO shall reflect the price level of the original PO.
6.3 If Buyer instructs Supplier to perform work that, in Supplier’s judgment, is not part of its obligations under the Agreement and affects the price and/or delivery time, Supplier shall promptly submit a variation order request (VOR) to Buyer. A VOR must be clearly identified as such and contain the reasons for issuing the request as well as the consequences of the change. Buyer responds to a VOR by issuing a VO or a disputed VO (DVO). If the Supplier does not issue a VOR within the specified period, it has thereby confirmed that the instruction does not involve a price increase and does not change the delivery time.
6.4 Supplier is obliged to execute a VO/DVO without undue delay, even if the parties disagree on whether there is a deviation or on its effect on the price and/or delivery time. If the parties do not agree on the effect of VO`s/DVO on price, the Buyer shall pay the amounts not disputed, by way of provisional settlement. A VO/DVO payable to Supplier shall not result in a change in price or delivery time in favor of Supplier.
7. WARRANTY LIABILITY AND DEFECTS.
7.1 Supplier warrants that The Work will be performed competently and in accordance with the Agreement. Supplier warrants that all goods and equipment, both
used and supplied, meet professional standards and specifications, including that all relevant industry standards are met. A condition covered by the warranty
shall be remedied within a reasonable time without charge.
7.2 The warranty period for goods is 24 months from the time the goods are put into use for their intended purpose, but not exceeding 36 months from delivery. The warranty period for services is 12 months from the time the services were rendered.
7.3 The above warranties are in addition to other warranties or remedies under applicable law.
7.4 If the Work is defective, the Supplier shall immediately perform the necessary remedial work or redeliver the Work at no cost to the Buyer. If Supplier does not immediately remedy or redeliver a defect, Buyer, or a third party designated by Buyer, after notifying Supplier, may make the necessary repairs at Supplier’s expense and risk.
7.5 If the Supplier has performed remedial work or made a redelivery during the warranty period, a new warranty period of 24 or 12 months from the date of completion of the remedial work or the date of redelivery shall apply to the repaired or redelivered parts of The Work.
7.6 The Customer shall have the right to assert its claim for defects directly against the Supplier’s contractual auxiliaries to the same extent as the Supplier can assert the defect. The Supplier is obliged to secure this right through provisions in its own contracts.
8. DELAY
8.1 Delay shall exist when agreed deadlines for contractual delivery are not met by the Supplier. If the Supplier has reason to believe that progress deviates from the Agreement, it shall immediately notify the Buyer in writing. Supplier shall provide information on the cause or causes of the delay, the estimated duration of the delay, the assumed impact on the progress plan, and proposed actions to remedy or mitigate the delay. Such notification shall not relieve Supplier of its obligations. If Supplier’s corrective actions are not effective, Buyer may request Supplier to perform further corrective actions deemed necessary. Supplier shall be responsible for the costs to remedy and mitigate the delay.
8.2 In case of delay, the Buyer is entitled to liquidated damages of 0.5% of the price in the PO per calendar day started, limited to 30% of the price. The Buyer is,
however, entitled to claim full damages. Buyer shall be entitled to set off the damage/loss against any claim Supplier may have against Buyer.
9. LIABILITY FOR DAMAGES
In addition to other remedies in the Agreement, Buyer shall have the right to claim damages under applicable law.
10. TERMINATION
10.1 Buyer is entitled to terminate the Agreement with immediate effect if Supplier materially fails to perform the Agreement, upon written notice to Supplier.
Buyer may also terminate the Agreement if a delay constitutes a material breach of contract. A delay of more than 60 calendar days is always considered a
material breach, but does not imply a lower limit for assessing a material breach.
10.2 Buyer has the right to terminate the Agreement if it is clear that there will be a material breach of contract (anticipated breach).
10.3 Buyer is entitled to compensation for all claims, costs, damages and losses that Buyer suffers as a result of Supplier’s material breach of the Agreement.
11. RETURN OF GOODS
11.1 Unused standard goods delivered in new condition may be returned by Buyer for credit, provided that Supplier has received a written request to this effect within one year from the date of delivery.
11.2 Requests for the return of goods must include a reference to the original PO, a description of the goods and the original delivery date. The credit given shall be the original price and shall be issued by the Supplier immediately upon receipt of the goods.
12. TRANSFER
12.1 If an event occurs which (i) the parties could not reasonably foresee at the time of entering into the Agreement, (ii) is beyond their control, (iii) affects the parties
(iv) that prevents the delivery or completion of the Work, the parties shall be temporarily relieved from performance of the Agreement.
12.2 The party wishing to invoke force majeure shall promptly notify the other party in writing. In addition, written notice must be given when the
force majeure situation has ended and the parties’ obligations under the Agreement are resumed.
12.3 The parties have the right to terminate the Agreement in writing with immediate effect if the force majeure situation lasts longer than 60 calendar days. The
Parties shall bear their own costs as a result of force majeure and force majeure shall not entitle to an adjustment of compensation.
13. APPLICABLE LAWS, APPROVALS, ETC.
13.1 Supplier agrees to keep abreast of and comply with laws, regulations, classification rules, professional standards and practices in all matters
applicable to the Agreement. Supplier shall obtain and maintain approvals and consents necessary for the performance of the Agreement. These include laws, rules and regulations relating to anti-bribery and money laundering. (“Anti-Corruption Laws”), requirements for ensuring human rights and working conditions (“Openness Laws,” etc.).
13.2 Supplier confirms that it has read, understands and will comply with Mowi’s Code of Conduct. The Code can be downloaded at: MOWI – Code of Conduct
13.3 Supplier shall maintain and retain all necessary information to document these obligations and shall, upon request, document compliance with
these obligations. Supplier shall, at no cost to Buyer, provide necessary documentation in connection with Buyer’s audit or review for compliance by any
governmental agency or other auditing body.
13.4 Supplier agrees to ensure that Contract Assistants comply with the requirements of Articles 13, 14, 15 and 19. Upon request, Supplier shall
documented.
14. MINIMUM WAGE & WORKING CONDITIONS
14.1 Supplier shall ensure that the wages and working conditions of its employees are satisfactory in accordance with laws and regulations and normally accepted industry standards.
14.2 All agreements entered into between Supplier and its sub-suppliers shall contain an equivalent provision to the above.
15. QUALITY, ENVIRONMENT, HEALTH AND SAFETY
Supplier shall comply with all relevant quality, environmental, health and safety (QEHS) obligations. Buyer shall strive for zero lost time accidents and Supplier shall have the same as an objective. Adverse conditions and incidents related to the Work shall be promptly reported in writing by Supplier to Buyer. Supplier shall always be environmentally conscious and shall inform Buyer of material environmental impacts related to the Work. Quality and environmental management systems, in accordance with ISO 9001 and ISO 14001 or equivalent, shall be implemented and updated by the Supplier.
16. PUBLICITY
If the Supplier wishes to publish information regarding the Agreement, it shall determine the content of external communications in close cooperation with Buyer`s
Communications Department. Buyer`s Communications Department must always approve the final statement/press release.
17. IPR
17.1 All data, records, reports, information, configuration, photographs, etc. supplied by and/or collected for the benefit of Mowi pursuant to this Agreement or otherwise obtained from Mowi are the exclusive property of Mowi. This includes all data and information generated, produced, recorded or stored in units owned or controlled by Mowi. Such data and information may be in the form of sensor data, databases, audio, video, images, forms, spreadsheets, paper logs, etc.
17.2 Supplier agrees to take all necessary measures to protect Mowi’s proprietary rights, and represents that no data shall be used, transferred or disclosed by Supplier to any third party under any circumstance unless such use, transfer or disclosure is approved in advance in writing by Mowi.
Furthermore, Supplier shall not be entitled to sell any product or system containing data or information owned by Mowi unless prior written approval is obtained from Mowi. The same applies to products or systems designed, developed or tested based on information provided, collected or generated by or on behalf of Mowi.
18. AUDIT
18.1 Buyer shall have the right to audit Supplier and its suppliers with two weeks’ written notice. This right applies to all matters relevant to the Agreement.
18.2 Supplier shall cooperate with Buyer to conduct such an audit. Buyer shall have access to all relevant documentation relevant to the Agreement. If the audit reveals non-conformities, the Supplier shall correct them.
19. CONFIDENTIALITY
All information exchanged between the parties shall be kept confidential. The parties shall not disclose any information in connection with the Agreement without the written consent of the other party. The parties may use or disclose information to others as necessary for the performance of the Agreement or as required by law.
20. CHOICE OF LAW AND DISPUTES
20.1 The Agreement shall be governed by and construed in accordance with Norwegian law.
20.2 The parties shall seek an amicable settlement of disputes that may arise in connection with the Agreement. If no amicable settlement is reached, disputes shall be settled in ordinary court with the District Court of Hordaland as jurisdiction. Until the dispute is settled, Supplier shall continue to perform the Agreement.
