GENERAL TERMS AND CONDITIONS FOR SFF GROUP PURCHASE
| Rev. 1.0 | 20.01.2012 |
| Art. 1 | Definitions |
| 1.1 | SFF - Each branch office or subsidiary controlled by the SFF Group |
| 1.2 | Seller - means the company the purchase order is addressed to. |
| 1.3 | Goods - means the materials including but not limited to certificates, drawings, calculations, packing lists and other necessary documentation. |
| Art. 2 | Purchase Order and Order Confirmation |
| 2.1 | SFF issues a purchase order. The prices are considered fixed and firm, unless otherwise agreed in writing. The price for the Goods shall include for storage, documentation, certificates, packing, customs and taxes. Delivery of Goods, in response to a purchase order or order amendment, shall be taken to imply that Seller has accepted the terms and conditions of this agreement. |
| 2.2 | Seller shall return with the order confirmation immediately. However, if the order confirmation has not been returned within 3 days, SFF reserve the right to cancel parts or the whole purchase order without implications for SFF. |
| 2.3 | This purchase agreement supersedes Seller's Sales Conditions. |
| Art. 3 | Deliveries of the Goods |
| 3.1 | The Goods shall conform, in every aspect, to the provisions of the purchase order. The delivery of Goods shall cover all that naturally accompanies such a delivery. The Seller has the responsibility that the delivery is complete and material is fit for purpose according to the accepted purchase order. |
| 3.2 | Delivery shall take place at agreed time and at the place specified in the purchase order. |
| 3.3 | Delivery terms are according to Incoterms 2000 latest edition and to be FCA Seller's warehouse, if not otherwise agreed. Seller must issue correct packing- and shipping documents prior to release of the Goods. |
| 3.4 | Documentation regarding country of origin must be in accordance with the agreement between the EC and EFTA. Seller must have knowledge regarding the regulations pertaining to this agreement. It is Sellers responsibility to provide SFF with proof of country of origin. |
| Art. 4 | Delay |
| 4.1 | If the Goods are not delivered at the time specified in the purchase order, SFF may revoke or affirm the agreement. |
| 4.2 | If the delay is caused by force majeure circumstances, these must be forwarded to SFF immediately. SFF will then be entitled to cancel the agreement without compensation to Seller, if the delay is substantial. |
| 4.3 | If a delay is not caused by SFF or its clients, SFF is entitled to liquidate damages. The liquidate damages shall be 0,35% per day of the total purchase order value until delivery takes place, however limited to 10% of the total purchase order value. When the maximum day penalty is reached, SFF may revoke the purchase order without any cost. |
| Art. 5 | Payment |
| 5.1 | Supplier shall invoice following delivery of the Goods. The invoice shall refer to one order only, and must also contain the purchase order number, unit prices and other references given by SFF. |
| 5.2 | Payment shall be made 60 days after correct rendered invoice is received and accepted by SFF, unless otherwise agreed in writing. SFF is entitled to retain disputed amount, if any, until a final agreement has been reached. |
| 5.3 | The invoice shall be sent to the address stated on the purchase order. |
| Art. 6 | Quality Assurance / Healt Safety and Environment (HSE) |
| 6.1 | Seller shall have an implemented and documented quality system in accordance with ISO-9001 or equivalent, unless otherwise specified. |
| 6.2 | SFF or our representatives shall have the right to undertake quality audits and verifications of Seller's or sub-contractors quality system. |
| 6.3 | Seller is encouraged to have certified HSE system such as ISO 14001. As a minimum the HSE system must be according to Sellers National law and legislations. |
| 6.4 | SFF shall immediately or at least within 12 hours be informed about any injuries, fatalities, environmental spill or material damages related to SFF orders. Within 24 hours Seller shall issue a report including as a minimum a description of the accident/incident, the date, identifying immediate and root causes and what actions taken to prevent reoccurrence. |
| Art. 7 | Indemnity |
| 7.1 | Both parties shall mutually indemnify and hold each other harmless from and against all losses or damages to their respective properties and personnel. |
| 7.2 | Nevertheless, Seller is responsible for loss and damages to the Goods in accordance with Incoterms 2000. |
| Art. 8 | Expediting / Inspection |
| 8.1 | SFF, our clients or their authorized representatives are entitled to expedite and inspect the ordered items at the supplier's location. Expediting and inspection can be performed both during production or when the material is notified ready for inspection. Purpose of expediting and inspection are to verify and ensure that Seller manufacture and delivered the materials according to specification and requirements in the purchase order. |
| 8.2 | If a defect is claimed, Seller shall within reasonable time correct the defects demanded by SFF. The above inspections, verifications and possible correction of claimed defects will not exempt Seller for liability for the Goods supplied as per purchase order. The same applies for technical or other documentation submitted for SFF approval or review. |
| Art. 9 | Liabilities for Defects and Breach of Guarantees |
| 9.1 | Seller guarantees that the Goods fulfill the specifications and requirements put forward in the purchase order. Seller also guarantees that the Goods are free from defects. Seller guarantees that the Goods are fit for purpose and that Goods delivered are new. |
| 9.2 | The guarantee period for the Goods applies for 24 months after delivery. The guarantee period is prolonged if the Goods are found to be defective after delivery. The prolonged period will be equal to the time the Goods are out of function. |
| 9.3 | SFF shall within reasonable time claim Seller after discovery of a defect. Seller shall immediately remedy the defect at Seller's own cost. |
| 9.4 | If Seller is not able to remedy, SFF or our representatives may rectify at Sellers cost. If the defect cannot be fully remedied, SFF may claim price reduction or revoke the purchase order. |
| 9.5 | This provision is not limiting SFF claim for compensation after the provisions in the Norwegian Law "Sales of Goods Act". |
| Art. 10 | Governing Law and Disputes |
| 10.1 | This agreement shall be governed by and construed in accordance with the laws of the kingdom of Norway. Disputes between the parties shall, at first, tried to be solved through negotiations. |
| 10.2 | Legal venue shall be SFF court of domicile. Court proceeding will be brought before Stavanger City Court. |