Terms and conditions
General Terms and Conditions: Orgalim S2022
The delivery time may vary depending on the availability of goods at the time of the receipt of purchase order, or receipt of
Letter of Credit and after clarification of all technical details.
The risk of the goods shall pass to the customer as per the Incoterms stipulated in the order. Claims, if any, must be notified
within 14 days of the shipment/receipt of goods.
Please note for shipment on CPT basis:
The buyer is responsible to insure goods up to final destination.
The liability of risk passes to the buyer when the goods have been delivered to the first carrier at the port of origin.
Any claims for loss or damage to the goods in transit need to be filed by the buyer / consignee with the carrier at destination
Orders booked according to FCA terms:
Alfa Laval will notify customer when orders are ready for dispatch. If the goods are not picked up within 2 weeks from the notification,
Alfa Laval reserves the right to move the goods to an external warehouse at the expense of the Customer.
Alfa Laval
TERMS & CONDITIONS
Orgalim S2022, attached hereto, shall, together with the terms and conditions set forth herein, apply to all offers,
purchase orders and contracts relating to sale of products (“the Products”) by (the “Supplier”); provided that in the
event of a conflict between the terms and conditions herein and Orgalim S2022, the terms and conditions herein
shall prevail.
Validity of Quotation
Any offer and its terms are non-binding and supply of the Products envisaged by an offer is always subject to
Supplier’s prior written order confirmation.
In addition, a supply or export of the Products as envisaged by an offer may be subject to sanctions or other
applicable regulation that could, according to Supplier’s assessment, be interpreted by any relevant Public Authority
or Court to prohibit or limit the fulfillment of the offer or be subjected to a requirement of prior authorization by
competent authorities. The offer and its terms are only valid and can only be relied upon provided that such
condition is fulfilled. No Supplier Group entity is under any circumstance subject to any obligation or liability or be
bound by any action that, subject to Supplier’s sole discretion, could violate any sanctions or applicable regulation.
Packing
Seaworthy/Airworthy Packaging as per Alfa Laval standards.
Warranty
Alfa Laval warrants that the Products are free from defects with regard to the materials and workmanship.
These warranties as well as the remedies for defects provided in Orgalim S2022 are sole and exclusive.
Consequently, these terms and conditions herein and in Orgalim S2022 stipulate the entire liability and obligation of
the Supplier and the exclusive remedy of the purchaser with respect to any defects and the purchaser hereby
expressly disclaims all other claims and warranties (whether expressed or implied), including, but not limited to,
warranties with respect to fitness for a particular purpose.
The warranty period shall be 12 months after the Products were taken into operation or 18 months from the date of
delivery, whichever comes first.
Alfa Laval shall be liable for defects in the repaired or replaced part of the Products under the same terms applicable
for the originally supplied Products for a period of one year provided however that the warranty period shall never
exceed a period of two years from the delivery of the originally supplied part of the Products.
Alfa Laval shall not be liable for defects caused by normal wear and tear or by faulty maintenance, installation,
operation or repair or any repair or replacement carried out by the purchaser or a third party without Alfa Laval’s prior
written consent.
Export Control
1. The Buyer acknowledges and agrees that the product(s) and services under this Contract/Purchase Order may
be subject to export and sanctions laws and regulations, restrictions, authorizations and licenses, including without
limit those of the EU, UN or U.S. (collectively, “Export Laws”). Any delay or incomplete delivery under this
Contract/Purchase Order due to Export Laws requirements shall not constitute a breach of Contract /Purchase
Order. All proposals and deliveries are subject to that all necessary authorizations and licenses are granted.
2. Notwithstanding anything to the contrary set forth elsewhere in this Contract /Purchase Order, the Supplier shall
always be entitled to unilaterally suspend and/or terminate this Contract/Purchase Order, without incurring any
liability for damage or loss arising out of or relating to such suspension and /or termination, if and to the extent
performance of the Contract/Purchase Order is impeded or made unreasonably onerous, as determined by the
Supplier at its sole discretion, by any Export Laws or from any resulting hindrances such as Supplier policy ,
payment, travel, license/authorization or transportation restrictions or limitations, whether foreseen or not at the time
of formation of this Contract/Purchase Order, or if the Supplier deems that the Buyer has failed to comply with any part of this clause.
3. The Buyer agrees to comply with Export Laws applicable with respect to all activities conducted under or in
connection with this Contract/Purchase Order. The Buyer shall not, and shall ensure that none of its affiliates or
third parties export, re-export, sell, resell, use, transfer or making available any product, software, data or
technical/commercial information supplied by the Supplier directly or indirectly through affiliates, third party or
otherwise, or cause the Supplier and its affiliates to be, in violation of any applicable Export Laws.
a. Specifically, but not limited to, the Buyer undertakes that it shall not sell, export or re -export, directly or
indirectly, to Russia and/or Belarus or for use in Russia and/or Belarus any products supplied by Supplier that fall
under the scope of Article 12g of Council Regulation (EU) No 833/2014 (as amended) and/or Article 8g of Council
Regulation (EU) No 765/2006 (as amended), including any additional products that may be added to these Articles .
To the extent intellectual property rights or trade secrets (including rights to access or re-use any material or
information protected by intellectual property rights or protected as trade secret) related to common high priority
items as listed in Annex XL of Council Regulation (EU) No 833/2014 (as amended) and/or Annex XXX of Council
Regulation (EU) No 765/2006 (as amended) are provided by the Supplier, the Buyer hereby warrants that it shall
prohibit possible sublicensees from using such intellectual property rights, trade secrets or other information in
connection with such common high priority items that are intended for sale, supply, transfer or export, directly or
indirectly, to Russia and/or Belarus, or for use in Russia and/or Belarus. The Buyer confirms it will undertake its
best efforts to ensure that the purpose of this Section is not frustrated by any third parties further down the
commercial chain, including resellers and sublicensees, and shall for this purpose ensure adequate monitoring
mechanism.
4. Failure by the Buyer to comply with any part of this clause, including the Buyer being designated by Export Laws
or if the Supplier deems that the Buyer has failed to comply with any part of this clause, shall constitute a material
breach of this Contract/Purchase Order and the Buyer shall indemnify and hold Supplier and its affiliates harmless
from and against any loss, liability, claim, proceeding, action, fine, cost and damages of whatever nature that the
Supplier may incur or sustain out of or in connection with such breach.
5. The Buyer shall immediately inform the Supplier about any change of ownership, control and /or other
circumstances that may constitute a breach of this clause. The Buyer shall further provide the Supplier with any
information which the Supplier deems necessary to ensure compliance with Export Laws.
information which the Supplier deems necessary to ensure compliance with Export Laws.
Force Majeure
Force Majeure means, whether foreseeable or not, war, hostilities and military operations, terrorism, riots, disorder,
natural disasters, fires, floods, storms, accidents, acts of God, epidemics and/or pandemics (and specifically in
relation hereto and notwithstanding anything else stated herein, whether or not outbreak of such epidemic or
pandemic has occurred prior to signing of this Contract) governmental, judicial, or administrative decisions, decrees
or orders, embargoes or blockades, strikes, or any event or cause beyond a Party’s reasonable control that
prevents that Party’s ability to perform in accordance with this Contract or an Order .
At the time of entering into this Contract, the Parties are aware of and acknowledge the existence of the pandemic
of Covid-19. The Supplier shall, notwithstanding what is stated above, have the right to invoke this Section if its
performance under or in connection to this Contract or an Order is prevented due to circumstances related to
Covid-19, including, but not limited to, any judgement, decision and/or recommendation from authorities that leads
to a shortage of workforce, materials and/or PRODUCTS, or that in any other way prevents Supplier’s ability to
perform in accordance with this Contract or an Order, and any such circumstance shall be deemed as an event of
Force Majeure.
If an event of Force Majeure occurs, the Party’s contractual obligations affected by such an event shall be suspended during the period of delay caused by the Force Majeure event and the affected Party shall not be in breach of its obligations under this Contract nor incur any liability to the other Party for any losses or damages of any nature whatsoever due to or caused by such event. An event of Force Majeure does not affect the obligation to
pay money in a timely manner which matured prior to the occurrence of that event.
The affected Party shall promptly inform the other Party in writing and shall within ten (10) days thereafter furnish
evidence of the occurrence and expected duration of such Force Majeure.
In the event of Force Majeure, the Parties shall immediately consult with each other in order to find an equitable
solution and shall use all reasonable endeavors to minimize the consequences of such Force Majeure. If the
consequences of the Force Majeure event continue for a period of ninety (90) days without a solution acceptable to
both Parties, the Party that is not subject to Force Majeure shall be entitled to terminate the Order with immediate
effect. If the consequences of the Force Majeure event continue for a period of additional thirty (30) days, being in
total one hundred twenty (120) days, without a solution acceptable to both Parties, either Party shall be entitled to
terminate the Order with immediate effect. Upon termination, each Party shall be relieved from its respective
obligations, except for obligations for payment of monetary sums which arose prior to the event of Force Majeure .
Any such termination shall be treated as a termination for convenience subject to the applicable provisions or
termination schedule set forth herein. In the absence of such provisions, a termination payment to Supplier or refund
to Purchaser, if any, shall be promptly and mutually agreed to by Purchaser and Supplier, based on that portion of
the work satisfactorily performed to the date of cancellation, including reimbursement for actual costs, reasonable
overhead and profit on such work, plus reasonable and necessary expenses resulting from the termination ,
disposition of work and material on hand, and amounts previously paid by Purchaser.
Termination for Convenience
100 % of the Purchase Order / Contract price to be paid to the Supplier.
Maximum Aggregate Liability of Supplier
The aggregate liability to purchaser whether under a purchase order or a contract or in tort, for any loss or damage
suffered and arising out of the Supplier’s or its sub-supplier’s performance under the purchase order or contract ,
shall never exceed a maximum cumulative amount equal to fifteen (15) percent of the relevant individual purchase
price. The Supplier shall however always remain fully liable for damages caused by the Supplier’s willful
misconduct, gross negligence or fraudulent misrepresentation and for death or personal injury caused by the
Supplier’s negligence. In case the limitation of liability above in any way or in any circumstance is prohibited or
restricted under applicable law the limitation above shall apply to the extent so permitted.
Price Escalation Clause
The Parties acknowledge that the raw material, intermediate product and other commodity markets are volatile and
prone to price fluctuations. In view of the same, the Parties agree that, during the performance of the Contract, the
price of the Product may significantly increase, through no fault of the Supplier for any reason including but not
limited to increase in cost of labour, raw material / intermediate product, consumables, transportation or increase in
costs induced due to shortages in sourcing; in such case the Contract Price shall be equitably adjusted by an
amount reasonably necessary to cover any such significant price increase. As used herein, a significant price
increase shall mean any increase in price exceeding two (2) percent in the Contract Price. Such increase in the
Price shall be documented through a written amendment to the Contract. Where the delivery of Product is delayed
or the work is suspended by the Supplier, through no fault of the Supplier, as a result of the shortage or
unavailability of any material / labour / intermediate product etc ., the Supplier shall not be liable for any additional
costs or damages associated with such delay(s). Intermediate Product is defined to mean any product sourced by
Alfa Laval and used in the Product to be delivered under this Contract.”
Arbitration - Governing Law
Any dispute arising out of or in connection with this offer , a separate purchase order or contract shall be finally
settled under Arbitration Rules of the Arbitration Institute of the Stockholm Chamber of Commerce . Swedish law is
applicable to the terms of this offer, a separate purchase order and contract. Any conflicts of law provisions and the
United Nations Convention on Contracts for the Sale of PRODUCTS shall be excluded. The place of arbitration shall
be Stockholm - Sweden. The language of arbitration shall be English
GENERAL CONDITIONS FOR THE SUPPLY OF
MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTS
MECHANICAL, ELECTRICAL AND ELECTRONIC PRODUCTS
Brussels, October 2022
PREAMBLE
1. These General Conditions shall apply when the parties agree thereto. Any modifcations of or deviations from them must
be agreed In Writing.
DEFINITIONS
2. In these General Conditions the following terms shall have the meanings hereunder assigned to them:
− « Contract » : the agreement In Writing between the parties concerning supply of the Product and all appendices,
including agreed amendments and additions In Writing to the said documents;
− « Gross Negligence » : a deliberate or reckless failure to take such care as is obviously required in the
circumstances to avoid serious consequences for the other party;
− « In Writing » : communication by document signed by both parties or by letter, electronic mail, fax and by such
other means as are agreed by the parties;
− « the Product » : the object(s) to be supplied under the Contract, including software and documentation;
− « Contract Price » : the agreed price, which shall be either a fxed price or, in case the parties have specifcally
agreed on a price revision clause, the revised price.
PRODUCT INFORMATION/INSTRUCTIONS
3. All information and data contained in general product documentation and price lists, regardless of form, shall be
binding only to the extent that they are by reference In Writing expressly included in the Contract.
4. The Supplier shall, not later than at the date of delivery, provide free of charge information and drawings which are
necessary to permit the Purchaser to install, commission, operate and maintain the Product. Such information and
drawings shall be supplied as one paper copy of each and also electronically. The Supplier shall not be obliged to
provide manufacturing drawings for the Product or for spare parts.
INTELLECTUAL PROPERTY AND CONFIDENTIALITY
5. All intellectual property rights in the Product, including in any embedded software, and in any technical information
relating to the Product, shall rest with the Supplier or, in the appropriate case, with a third party which has licensed the
Supplier to sublicense these rights. Subject to any limitations that may have been agreed between the third party and
the Supplier, the Purchaser shall acquire a nonexclusive, perpetual and transferable right to use these intellectual
property rights, but limited to the extent required by the purpose of the Contract. The Supplier shall not be obliged to
provide the Purchaser with the source code or with updates for any embedded software.
This clause shall also apply when the Product and/or software has been specifcally developed for the Purchaser, unless
otherwise agreed In Writing.
6. Technical, commercial and fnancial information and information, which has been declared as confdential or which
must by its very nature be deemed to be confdential, disclosed In Writing or orally by one party to the other, shall be
treated confdentially. The information shall therefore not without the consent of the disclosing party In Writing be
used for any other purpose than that for which it was provided. It may not, without the consent of the disclosing party
In Writing, be transmitted, communicated or otherwise disclosed to a third party.
ACCEPTANCE TESTS
7. Acceptance tests provided for in the Contract shall, unless otherwise agreed, be carried out at the place of
manufacture during normal working hours.
If the Contract does not specify the technical requirements, the tests shall be carried out in accordance with general
practice in the appropriate branch of industry concerned in the country of manufacture.
8. The Supplier shall notify the Purchaser In Writing of the acceptance tests in sufcient time to permit the Purchaser to
be represented at the tests. If the Purchaser is not represented, the test report shall be sent to the Purchaser and shall
be accepted as accurate.
9. If the acceptance tests show the Product not to be in accordance with the Contract, the Supplier shall without delay
remedy any defciencies in order to ensure that the Product complies with the Contract. New tests shall then be carried
out at the Purchaser's request, unless the defciency was insignifcant.
10. The Supplier shall bear all costs for acceptance tests carried out at the place of manufacture. The Purchaser shall
however bear all travelling and living expenses for his representatives in connection with such tests.
DELIVERY. PASSING OF RISK
11. Any agreed trade term shall be construed in accordance with the INCOTERMS® in force at the formation of the
Contract.
If no trade term has been specifcally agreed, the delivery shall be Free Carrier (FCA) at the place of manufacture of the
Product.
If, in the case of delivery Free Carrier, the Supplier, at the request of the Purchaser, undertakes to send the Product to
its destination, the risk will nevertheless pass to the Purchaser as soon as the Product is handed over to the frst carrier.
Partial delivery shall not be permitted, unless otherwise agreed In Writing.
TIME FOR DELIVERY. DELAY
12. If the parties, instead of specifying the date for delivery, have specifed a period of time within which delivery shall take
place, such period shall start to run as soon as the Contract is entered into and all agreed preconditions to be met by
the Purchaser have been fulflled, such as ofcial formalities, payments due at the formation of the Contract and
securities.
13. If the Supplier anticipates that he will not be able to deliver the Product at the time for delivery, he shall forthwith
notify the Purchaser thereof In Writing, stating the reason and, if possible, the time when delivery can be expected.
If the Supplier fails to give such notice, the Purchaser shall be entitled to compensation for any additional costs which
he incurs and which he could have avoided had he received such notice.
14. If delay in delivery is caused by any of the circumstances mentioned in Clause 46, by an act or omission on the part of
the Purchaser, including suspension under Clauses 22 and 49, or any other circumstances attributable to the Purchaser,
the Supplier shall be entitled to extend the time for delivery by a period which is necessary having regard to all the
circumstances of the case. This provision shall apply regardless of whether the reason for the delay occurs before or
after the agreed time for delivery.
15. If the Product is not delivered at the time for delivery, the Purchaser shall be entitled to liquidated damages from the
date on which delivery should have taken place.
The liquidated damages shall be payable at a rate of 0.5 per cent of the Contract Price for each commenced week of delay. The liquidated damages shall not exceed 7.5 per cent of the Contract Price.
If only part of the Product is delayed, the liquidated damages shall be calculated on that part of the Contract Price
which is attributable to such part of the Product as cannot in consequence of the delay be used as intended by the
parties.
The liquidated damages shall become due at the Purchaser's demand In Writing but not before delivery has been
completed or the Contract is terminated under Clause
16.
The Purchaser shall forfeit his right to liquidated damages if he has not lodged a claim In Writing for such damages
within six months after the time when delivery should have taken place.
16. If the delay in delivery is such that the Purchaser is entitled to maximum liquidated damages under Clause 15 and if
the Product is still not delivered, the Purchaser may In Writing demand delivery within a fnal reasonable period which
shall not be less than one week.
If the Supplier does not deliver within such fnal period and this is not due to any circumstances which are attributable
to the Purchaser, then the Purchaser may by notice In Writing to the Supplier terminate the Contract in respect of such
part of the Product as cannot in consequence of the Supplier's failure to deliver be used as intended by the parties.
If the Purchaser terminates the Contract he shall be entitled to compensation for the loss he sufers as a result of the
Supplier's delay, including any consequential and indirect loss. The total compensation, including the liquidated
damages which are payable under Clause 15, shall not exceed 15 per cent of that part of the Contract Price which is
attributable to the part of the Product in respect of which the Contract is terminated.
The Purchaser shall also have the right to terminate the Contract by notice In Writing to the Supplier, if it is clear from
the circumstances that there will occur a delay in delivery which, under Clause 15, would entitle the Purchaser to
maximum liquidated damages. In case of termination for this reason, the Purchaser shall be entitled to maximum
liquidated damages and compensation under the third paragraph of this clause.
17. Liquidated damages under Clause 15 and termination of the Contract with limited compensation under Clause 16
shall be the only remedies available to the Purchaser in case of delay on the part of the Supplier. All other claims
against the Supplier based on such delay shall be excluded, except where the Supplier has been guilty of Gross
Negligence.
18. If the Purchaser anticipates that he will be unable to accept delivery of the Product at the time for delivery, he shall
forthwith notify the Supplier In Writing thereof, stating the reason and, if possible, the time when he will be able to
accept delivery.
If the Purchaser fails to accept delivery at the time for delivery for a reason which is not attributable to the Supplier, he
shall nevertheless pay any part of the Contract Price which becomes due at the time for delivery, as if delivery had
taken place at the time for delivery. The Supplier shall arrange for storage of the Product at the risk and expense of the
Purchaser. The Supplier shall also, if the Purchaser so requires, insure the Product at the Purchaser's expense.
19. Unless the Purchaser's failure to accept delivery is due to any of the circumstances mentioned in Clause 46, the
Supplier may by notice In Writing require the Purchaser to accept delivery within a fnal reasonable period.
If, for a reason which is not attributable to the Supplier and not the result of any of the circumstances mentioned in
Clause 46, the Purchaser fails to accept delivery within such period, the Supplier may by notice In Writing terminate
the Contract in whole or in part. The Supplier shall then be entitled to compensation for the loss he sufers by reason
of the Purchaser's default, including any consequential and indirect loss. The compensation shall not exceed that part
of the Contract Price which is attributable to that part of the Product in respect of which the Contract is terminated.
PAYMENT
20. Payment shall be made within thirty days after the date of invoice.
Unless otherwise agreed, the Contract Price shall be invoiced with one third at the formation of the Contract and the
remaining part when the Product is delivered.
21. Whatever the means of payment used, payment shall not be deemed to have been efected before the Supplier's
account has been irrevocably credited for the amount due.
22. If the Purchaser fails to pay by the stipulated date, the Supplier shall be entitled to interest from the day on which
payment was due and to compensation for recovery costs. The rate of interest shall be as agreed between the parties
or otherwise 8 percentage points above the interest rate of the European Central Bank for the main refnancing
operations (MRO). The compensation for recovery costs shall be 1 per cent of the amount for which interest for late
payment becomes due.
In case of late payment or in case the Purchaser fails to give an agreed security by the stipulated date the Supplier may,
after having notifed the Purchaser In Writing, suspend his performance of the Contract until he receives payment or,
where appropriate, until the Purchaser gives the agreed security.
If the Purchaser has not paid the amount due within three months the Supplier shall be entitled to terminate the
Contract by notice In Writing to the Purchaser and, in addition to the interest and compensation for recovery costs
according to this clause, to claim compensation for the costs and loss he incurs, including indirect and consequential
loss.
RETENTION OF TITLE
23. The Product shall remain the property of the Supplier until paid for in full to the extent that such retention of title is
valid under the relevant law.
The Purchaser shall at the request of the Supplier assist him in taking any measures necessary to protect the Supplier's
title to the Product.
The retention of title shall not afect the passing of risk under Clause 11.
LIABILITY FOR DEFECTS
24. The Product shall be in conformity with the Contract. Pursuant to the provisions of this clause and Clauses 25-44, the
Supplier shall remedy any defect in or nonconformity of the Product (hereinafter termed defect) resulting from faulty
design, materials or workmanship.
25. The Supplier shall not be liable for defects arising out of a design, materials or production methods provided,
stipulated or specifed by the Purchaser.
26. The Supplier shall only be liable for defects which appear under the conditions of operation provided for in the
Contract and under proper use of the Product.
27. The Supplier shall not be liable for defects caused by circumstances which arise after the risk has passed to the
Purchaser, e.g. defects due to faulty or incorrect installation, maintenance or repair, or to any alteration, carried out by
the Purchaser or by a third party on behalf of the Purchaser. The Supplier shall neither be liable for normal wear and tear
nor for deterioration.
28. The Supplier's liability shall be limited to defects which appear within a period of one year from delivery. If the use of
the Product exceeds that which is agreed, this period shall be reduced proportionately.
29. When a defect in a part of the Product has been remedied, the Supplier shall be liable for defects in the repaired part or
in the part in replacement under the same terms and conditions as those applicable to the original Product for a period
of one year. For the remaining parts of the Product, the period mentioned in Clause 28 shall be extended only by a
period equal to the period during which and to the extent that the Product could not be used as a result of the defect.
The Supplier shall not be liable for defects in any part of the Product for more than one year from the end of the
liability period referred to in Clause 28 or from the end of any other liability period agreed upon by the parties.
30. The Purchaser shall without undue delay notify the Supplier In Writing of any defect which appears. The notice shall
contain a description of the defect. Such notice shall under no circumstances be given later than two weeks after the
expiry of the period given in Clause 28 or the extended period(s) under Clause 29, where applicable.
If the Purchaser fails to notify the Supplier In Writing of a defect within the time limits set forth in the frst paragraph of
this clause, he shall lose his right to have the defect remedied and any other rights in respect of the defect.
Where the defect is such that it may cause damage, the Purchaser shall immediately notify the Supplier In Writing. The
Purchaser shall bear the risk of damage to the Product resulting from his failure so to notify. The Purchaser shall take
reasonable measures to minimise damage and shall in that respect comply with instructions of the Supplier.
31. On receipt of the notice under Clause 30, the Supplier shall at his own cost remedy the defect without undue delay, as
stipulated in Clauses 24-44. The time for remedial work shall be chosen in order not to interfere unnecessarily with the
Purchaser’s activities.
Remedial work shall be carried out at the place where the Product is located unless the Supplier deems it more
appropriate that the Product is sent to him or a destination specifed by him.
If the defect can be remedied by replacement or repair of a defective part and if dismantling and re-installation of the
part do not require special knowledge, the Supplier may demand that the defective part is sent to him or a destination
specifed by him. In such case the Supplier shall have fulflled his obligations in respect of the defect when he delivers a
duly repaired part or a part in replacement to the Purchaser.
32. The Purchaser shall at his own expense provide access to the Product and arrange for any intervention in equipment
other than the Product, to the extent that this is necessary to remedy the defect.
33. Unless otherwise agreed, necessary transport of the Product or parts thereof to and from the Supplier in connection
with the remedying of defects for which the Supplier is liable shall be at the risk and expense of the Supplier. The
Purchaser shall follow the Supplier's instructions regarding such transport.
34. Unless otherwise agreed, the Purchaser shall bear any additional costs which the Supplier incurs for remedying the
defect caused by the Product being located in a place other than the place specifed in the Contract for putting the
Product into service, or if not specifed, the place of delivery.
35. Defective parts which have been replaced shall be made available to the Supplier and shall be his property.
36. If the Purchaser has given such notice as mentioned in Clause 30 and no defect is found for which the Supplier is liable,
the Supplier shall be entitled to compensation for the costs he incurs as a result of the notice.
37. If the Supplier does not fulfl his obligations under Clause 31 or 43, the Purchaser may by notice In Writing fx a fnal
reasonable period for completion of the Supplier's obligations, which shall not be less than one week.
If the Supplier fails to fulfl his obligations within such fnal period, the Purchaser may himself undertake or employ a
third party to undertake necessary remedial work at the risk and expense of the Supplier, provided the Purchaser or
third party does so in a professional manner.
Where successful remedial work has been undertaken by the Purchaser or a third party, reimbursement by the Supplier
of reasonable costs incurred by the Purchaser shall be in full settlement of the Supplier's liabilities for the said defect.
38. Where the defect has not been successfully remedied, as stipulated under Clause 37,
a) the Purchaser shall be entitled to a reduction of the Contract Price in proportion to the reduced value of the Product, provided that under no circumstances shall such reduction exceed 15 per cent of the Contract Price, or
b) where the defect is so substantial as to signifcantly deprive the Purchaser of the beneft of the Contract as
regards the Product or a substantial part of it, the Purchaser may terminate the Contract by notice In Writing to
the Supplier in respect of such part of the Product as cannot in consequence of the defect be used as intended by
the parties. The Purchaser shall then be entitled to compensation for any loss, including any consequential and
indirect loss, up to a maximum of 15 per cent of that part of the Contract Price which is attributable to the part of
the Product in respect of which the Contract is terminated.
39. Save as stipulated in Clauses 24-38, the Supplier shall not be liable for defects. In consequence, the Supplier shall not
be liable for any other loss the defect may cause, including loss of production, loss of proft and other indirect loss. This
limitation of the Supplier's liability shall not apply if he has been guilty of Gross Negligence.
LIABILITY FOR INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS
40. Unless otherwise agreed, the Supplier shall, in accordance with this clause and Clauses 41 - 44 be liable towards the
Purchaser for the Product infringing patents, copyrights or any other intellectual property rights of a third party in the
Purchaser’s country. The Supplier shall in such case indemnify the Purchaser and hold the Purchaser harmless against
claims of third parties, provided that such claims are confrmed as valid by a fnal award or a settlement approved by
the Supplier. The Supplier shall however not be liable for the Purchaser’s loss of production, loss of proft, loss of use
and loss of contracts, unless the Supplier has been guilty of Gross Negligence.
41. The Supplier shall have no liability for infringement of intellectual property rights arising out of:
− the Product being used elsewhere than in the Purchaser’s country;
− the Product being used otherwise than agreed or in a way the Supplier could not have foreseen;
− the Product being used together with equipment or software not supplied by the Supplier, or
− a design or construction stipulated or specifed by the Purchaser.
42. The Supplier shall only be liable if the Purchaser notifes the Supplier In Writing without delay of any claim as referred
to in Clause 40 which he receives and allows the Supplier to decide how the claim shall be dealt with.
Defence against claims referred to in Clause 40 shall be for the Supplier’s account. The Supplier shall compensate the
Purchaser for any amounts the latter is obliged to pay under a fnal award or a settlement approved by the Supplier.
43. Infringement of intellectual property rights shall, at the Supplier’s discretion, be remedied by:
− providing the right for the Purchaser to use the Product,
− adjusting the Product so that the infringement ceases, or
− by replacing the Product with another product, which can be used without infringing applicable intellectual
property rights.
44. If the Supplier fails to remedy the infringement in accordance with Clause 43 without undue delay, Clauses 37, 38 and
39 shall apply.
ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT
45. The Supplier shall not be liable for any damage to property caused by the Product after it has been delivered and whilst
it is in the possession of the Purchaser. Nor shall the Supplier be liable for any damage to products manufactured by
the Purchaser or to products of which the Purchaser's products form a part.
If the Supplier incurs liability towards any third party for such damage to property as described in the preceding
paragraph, the Purchaser shall indemnify, defend and hold the Supplier harmless.
If a claim for damage as described in this clause is lodged by a third party against one of the parties, the latter party
shall forthwith inform the other party thereof In Writing.
The Supplier and the Purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral
tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by the
Product. The liability between the Supplier and the Purchaser shall however be settled in accordance with Clause 51.
The limitation of the Supplier's liability in the frst paragraph of this clause shall not apply where the Supplier has been
guilty of Gross Negligence.
FORCE MAJEURE
46. Either party shall be entitled to suspend performance of his obligations under the Contract to the extent that such
performance is impeded or made unreasonably onerous by force majeure, meaning any of the following circumstances:
industrial disputes and any circumstance beyond the control of the parties such as fre, war, extensive military
mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power, currency and import or export
restrictions, epidemics, natural disasters, extreme natural events, terrorist acts and defects or delays in deliveries by
sub-contractors caused by any such circumstance referred to in this clause.
A circumstance referred to in this clause whether occurring prior to or after the formation of the Contract shall give a
right to suspension only if its efect on the performance of the Contract could not be foreseen at the time of the
formation of the Contract.
47. The party claiming to be afected by force majeure shall notify the other party In Writing without delay on the
intervention and on the cessation of such circumstance. If a party fails to give such notice, the other party shall be
entitled to compensation for any additional costs which he incurs and which he could have avoided had he received
such notice.
If force majeure prevents the Purchaser from fulflling his obligations, he shall compensate the Supplier for costs which
the Supplier incurs in storing, securing and protecting the Product and avoiding unreasonable interference with his
other activities.
48. Regardless of what might otherwise follow from these General Conditions, either party shall be entitled to terminate
the Contract by notice In Writing to the other party if performance of the Contract is suspended under Clause 46 for
more than six months.
ANTICIPATED NON-PERFORMANCE
49. Each party shall be entitled to suspend the performance of his obligations under the Contract, where it is clear from
the circumstances that the other party is not going to perform his obligations. A party suspending his performance of
the Contract shall forthwith notify the other party thereof In Writing.
CONSEQUENTIAL LOSSES
50. Save as otherwise stated in these General Conditions or in case of Gross Negligence there shall be no liability for either
party towards the other party for loss of production, loss of proft, loss of use, loss of contracts and for any other
consequential or indirect loss whatsoever, whether the loss was foreseeable or not.
DISPUTES AND APPLICABLE LAW
51. All disputes arising out of or in connection with the Contract shall be fnally settled under the Rules of Arbitration of
the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said Rules.
52. The Contract shall be governed by the substantive law of the Supplier's country.