Standard Terms and Conditions of Purchase

These standard terms and conditions of purchase govern all sales of goods and services to ACEL, unless otherwise agreed in writing.

1. Scope

The Norwegian Sale of Goods Act of 13 May 1988 No. 27 (“Kjøpsloven”) applies unless otherwise provided for in these terms and conditions.

2. Orders/purchase orders

Orders from ACEL are only valid if they identify the purchaser by name and address and include an order number and project number.

3. Order confirmation

All orders must be confirmed in writing to ordre@acel.no as soon as possible, and no later than within 2 working days of the order date. The confirmation must in all cases be received before delivery takes place.

If the order confirmation deviates from the order or these terms and conditions of purchase, the deviations must be clearly stated in the confirmation. No binding agreement on amended terms shall exist until ACEL has expressly accepted the deviations in writing. ACEL’s silence, acceptance of the delivery or payment shall not constitute acceptance of the deviations.

If the supplier commences or completes the delivery without ACEL having accepted the deviations, or without having confirmed the order, the order shall be deemed to have been accepted on ACEL’s terms.

The supplier’s standard terms and conditions shall not be accepted, even if reference is made to them in an order confirmation, invoice or other correspondence.

4. Price

The prices stated in the order are fixed and exclusive of VAT, unless otherwise specified in the order. The supplier may not invoice for charges or surcharges that have not been agreed in the order.

In the case of delivery on account or an order without a price, the price must be reasonable, and the supplier must, upon request, provide evidence that the invoiced amount is reasonable.

5. Terms of delivery

Where orders do not specify the terms of delivery, delivery shall be deemed to be DDP to ACEL’s delivery address (Incoterms® 2020). All delivery clauses shall be interpreted in accordance with the latest edition of Incoterms.

All consignments (order confirmations, parcels, invoices, packing lists, etc.) must be clearly marked with the order number, project number and the purchaser’s name and address. Consignments that are not satisfactorily marked may be returned at the supplier’s expense.

6. Delivery

Delivery shall not be deemed complete until documentation specified in the order, or which is necessary for the use of the delivery, has been received by the designated recipient. The supplier shall immediately notify ACEL in writing if the delivery time cannot be met, stating the reason and the new expected delivery time. If necessary to meet the delivery deadline, the supplier shall use the fastest possible means of transport at its own expense. Delivery prior to the agreed delivery deadline may be rejected at no cost to ACEL.

In the event of a delay, the supplier shall pay a contractual penalty of 2 per cent of the contract sum for the order for each week or part thereof that the delay lasts, subject to a total limit of 20 per cent of the contract sum. The contractual penalty shall not preclude ACEL from exercising other remedies for breach of contract. Once the maximum contractual penalty has been reached, ACEL may terminate the contract.

7. Liability for customer claims

If the supplier’s delay, defect or other breach of contract results in ACEL being liable to its customer or another contracting party in the relevant project for a contractual penalty, compensation or other documented expenses, the Supplier shall cover such amounts to the extent that the liability is a direct consequence of the supplier’s delay, defect or other breach of contract.

The supplier’s liability under this clause applies in addition to the contractual penalty under clause 6 and is not limited by the maximum amount specified therein. Any contractual penalty paid under clause 6 shall be set off against the claim under this clause to the extent that the claims relate to the same delay.

8. Inspection and acceptance

Prior to acceptance, ACEL may carry out such inspections and tests as ACEL deems appropriate to verify that the delivery complies with the order. The supplier shall assist with such inspection. Any inspection certificates shall accompany the delivery.

The fact that ACEL has inspected or accepted the delivery does not relieve the supplier of its responsibility to ensure that the delivery complies with the contract, nor does it limit ACEL’s right to make a claim. The supplier shall bear ACEL’s costs in connection with the return of deliveries that do not meet the requirements set out in the order or the agreement.

9. Warranty

The supplier guarantees that the delivery is free from defects for as long as ACEL has a liability to its customer in respect of the delivery, but for no less than 24 months from the date of ACEL’s acceptance.

All warranty repairs shall be carried out at ACEL’s premises (or those of ACEL’s customer) and at no cost to ACEL (or the customer).

10. Terms of payment and invoicing

Invoices and packing slips shall relate to only one order number. Invoices shall be issued after delivery and sent to faktura.acel@acel.no.

Payment must be made within 30 days of the end of the month in which the invoice is received, provided that the delivery complies with the order. In the event of delivery before the agreed delivery date, the payment deadline shall be calculated from the agreed delivery date.

Invoices that do not correspond to the order shall be returned. The payment deadline shall then run from the date ACEL receives the corrected invoice.

11. Quality – Progress Monitoring

ACEL, ACEL’s customer or any party authorised by either of them shall be entitled to inspect the quality and progress monitoring procedures at the supplier’s premises and those of the supplier’s subcontractors. The supplier shall ensure that its subcontractors grant the same right.

12. Law and disputes

Norwegian law shall apply. Any disputes arising in connection with ACEL’s order shall be resolved through negotiation. If negotiations are unsuccessful, the dispute shall be resolved by arbitration in accordance with Chapter 32 of the Civil Procedure Act of 1915, with the place of arbitration being Ålesund. The fact that a dispute has been referred to arbitration does not exempt the parties from fulfilling their obligations under the agreement.

Disputes where the total value of the matter in dispute is less than NOK 3,000,000 shall be settled by the ordinary courts, with Ålesund as the agreed venue.