1. ORDERS Revision of: 05.01.2011
1.1. All orders are to be confirmed in writing, either by fax, e-mail or by mail.
2. CONFIRMATION OF ORDER
2.1 Vendor should confirm the order with all prices as soon as possible, and latest three days after receipt of order. If Vendor fails to do so, Odfjell may cancel the order.
2.2 Vendor's acceptance of the order includes acceptance of these purchasing terms without any reservations.
2.3 Vendor’s conditions are not accepted unless especially agreed and attached to this signed agreement.
3. PACKING AND EXPENSES
3.1 Prices include all required packing and protection for shipment by air or ship, according to shipping practice.
3.2 All deliveries shall be individually packed for each P.O.No. and marked with Odfjells order nos. and vessels name.
3.3 All packing shall be clearly marked in English (and if possible also in Norwegian) clearly identifying its content.
3.4 Packing lists shall be delivered to the ship management, and contain all necessary data regarding marking, contents, number of packages, units etc. Eventual remaining items, (backorder) shall be highlighted separately (on a separate list/page). Such information shall be sent the ship and Odfjell’s office prior to delivery.
4. REQUIREMENTS
4.1 Deliveries shall meet Odfjell’s requirement to quality and services, as well as other purchase conditions listed in each purchase order. All equipment to meet all relevant requirements and regulations e.g. IMO, Nis, Solas, DNV.
4.2 All written documentation shall be enclosed with the delivery and copies of same to be mailed to Odfjell.
4.2 Prior to delivery, the Vendor shall control and ensure that the delivery, both material and documentation are fully in accordance with all relevant requirements for the delivery.
5. FORWARDING AND DELIVERY INSTRUCTIONS
5.1 Unless other special terms of delivery have been agreed between the parties, the ordered materials shall be delivered Free onboard at the time and place stated in the purchase order.
5.2 If Vendor fails to meet the stated delivery time, Odfjell have the right to claim liquidated damages of 0,15 % of the total contract amount for each and every day the delivery date is exceeded, however limited to an amount not exceeding 10% of the total contract value, always subject to cl 5.4.
5.3 All documentation required by Odfjell in connection with the order, shall be considered as an essential part of the delivery and will consequently be subject to liquidated damages as set forth in clause 5.2 herein.
5.4 If any delay occurs, Vendor is obliged to notify Odfjell immediately. Failure to give the above mentioned notice shall preclude Vendor from claiming force majeure, and might also result in Odfjells right to claim compensation above and beyond the agreed liquidated damages. Ref. clause 5.2.
5.5 If no transport instructions are given in the order, the Vendor shall obtain such prior to dispatch.
5.6 All materials and equipment are to be delivered to the agreed place of delivery with appropriate packing and marking and according to Incoterms , latest edition.
5.7 Packing lists shall cover one order only. If the consignment comprises more than one package, each package shall have a separate packing list.
5.8 All packages are to be clearly marked in accordance with the packing lists, and in accordance with the instructions given in the order.
5.9 Vendor reserves the right to return the package(s) not marked in accordance with instructions laid down in the order.
6. PRICES AND INVOICES
6.1 All prices shall be firm and fixed and shall include all the Vendors expenses related to the delivery as specified in the order, including transportation costs if any and packing according to directions given in the order.
6.2 Each invoice is to cover one order only.
6.3 Delayed payment due to incorrectly addressed or prepared invoices, is at Vendor's sole risk.
6.4 Vendor's final invoice shall be submitted to Odfjell within 90 days after complete delivery. Claims from Vendor in connection with the order not received by Odfjell within this limit, are precluded and are consequently not valid.
7. INDEMNIFICATION
7.1 Vendor shall indemnify Vendor from and against all claims, expenses and losses from any infringement of patent, licence, copyright etc, arising from or in connection with goods or equipment supplied or work carried out according to this order.
8. ACCEPTANCE FORM
8.1 Vendor shall clearly state his acceptance of Vendors terms and conditions according to this agreement, on a separate form. Vendor will not accept Vendors statement that their "Conditions of Sales" etc. will apply.
8.2 If the Vendor for any reason should fail or not be capable of fulfilling his obligations what so ever according to this agreement, Vendor shall have the right to assign all Vendors agreements with the sub-suppliers in order to fulfil Vendors obligations and Vendors rights according to this agreement.
8.3 The agreement shall be interpreted in accordance to Norwegian law.
9. ARBITRATION
9.1 All disputes between the parties in connection with this agreement shall be settled finally and binding for both parties by arbitration in Bergen, Norway. The parties shall nominate jointly an arbitration court consisting of three members unless they agree that only one shall be appointed. If three members are appointed, one, who shall be a lawyer, shall be nominated as president of the arbitration board. If the parties have not agreed on the nomination of arbitrator or arbitrators within fourteen days after a written demand for arbitration is given by one of the parties, the president of the Appellate Court in Bergen shall at the request of either party nominate the three arbitrators and appoint the president, unless the parties agree that one arbitrator shall be appointed The arbitrator shall be conducted in the English language, or if agreed upon, in Norwegian. Any dispute in connection with this Agreement shall be decided according to Norwegian Law.