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General terms concerning purchase of materials and services

Table of contents

• GENERAL PROVISIONS
• GENERAL OBLIGATIONS OF THE SUPPLIER
• SUPPLIER’S PERSONNEL
• WORK SCHEDULE
• CHANGES
• PRICE CONDITIONS
• TERMS OF PAYMENT AND INVOICING
• OVERDUE PAYMENT
• TERMS OF DELIVERY
• QUALITY ASSURANCE
• HEALTH, SAFETY AND ENVIRONMENT
• GOVERNMENT REQUIREMENTS
• DOCUMENTATION
• GUARANTEE
• DELAY AND BREACH OF CONTRACT
• FORCE MAJEURE
• INSURANCE
• PROPERTY DAMAGE PRIOR TO THE ACQUISITION
• INDEMNITY
• CONFIDENTIALITY
• TRANSFER OF THE CONTRACT
• CHOICE OF LAW AND DISPUTE RESOLUTION
• SPECIFIC HSE REQUIREMENTS FOR WORK BEING PERFORMED AT SM’S PREMISES

Sleipner Mechanical A/S 01.01.11

1 General provisions

1.1 Definitions
The Agreement is the document which is signed by the parties and confirms the entering into
agreement, or a Purchase Order sent by e-mail to Supplier, and replied by acknowledgement bond.
The Contract denotes the Agreement, these General terms concerning the purchase of material and
services, and any appendices, additions or changes which are agreed upon in writing.
General terms concerning the purchase of material and services is the description of this document.
The Supplier is the one selling materials or services. A Party is SM or the Supplier in accordance with the Agreement. The Delivery is the description of what is agreed to be delivered in accordance with the Contract. The Contract Sum is the total payment which is to be paid in accordance with the Contract.

1.2 Conflicts
In case of conflicts between documents, the Contract documents shall apply in the following prioritised

order:
1. The Agreement or acknowledgement bond from the supplier
2. General terms concerning the purchase of material and services
3. Appendices, attachments or changes

1.3 General
These General terms apply to all deliveries where Sleipner Mechanical A/S is the Customer (henceforth named as SM).

The Supplier has, by entering into the Contract, accepted the present terms. Any diverging terms have no effect for the parties unless SM has agreed to these in writing. A Supplier’s own conditions of sale which may be attached to accompanying documents, the order confirmation or invoices, are not accepted, to the extent that they are contrary to these General terms.

1.4 The contact persons of the Parties
Each of the Parties shall appoint a contact person who shall be authorized to act on behalf of the Party in all areas which concern the execution of the Contract. The contact persons of the Parties are defined in the Agreement or acknowledgement bond.

1.5 Communication
Communication regarding the Agreement should be addressed to the contact persons of the Parties. Queries shall be answered without unnecessary delay.

2 General obligations of the supplier

2.1 General
The Supplier shall fulfill all requirements regarding the nature, amount, quality, properties and packaging in accordance with the Contract. The Delivery shall serve the purpose of the Contract and otherwise be without legal shortcomings.

If the Delivery does not fulfil the requirements of the Contract, SM shall, as soon as possible, notify the Supplier in writing that the Delivery has not been accepted and the reason for this.

2.2 Law and regulations, and use of qualified personnel
The Delivery shall be carried out in accordance with applicable laws and regulations and be professionally executed, documented and/or inspected by qualified and authorised personnel where this is required. The Supplier shall obtain and maintain all necessary permits in connection with the execution of the Delivery and shall, at SM’s request, present documentation which proves that necessary permits exist.
Should any laws, regulations and government provisions change in such a way that this has an impact on the Delivery, and if such changes come into force before the agreed delivery is due to take place, the Supplier is obligated to carry out alterations in accordance with the guidelines under item 4.

2.3 Use of Subcontractors and collaboration with SM during execution of Contract
The Supplier shall not transfer substantial parts of the Deliver to subcontractors without SM’s written consent. Such consent does not relieve the Supplier of any obligations pursuant to the Contract. Approved subcontractors are listed in the Agreement. SM shall not be considered as the employer of the Supplier’s personnel even if such personnel carry out services in collaboration with the Customer.

2.4 Replacement of personnel
If the Contract designates key personnel belonging to the Supplier, the replacement of such personnel shall be approved by SM before replacement. Approval cannot be refused without just grounds. Training of new personnel shall be at the expense of the Supplier. The Supplier shall at his own expense secure immediate replacement of personnel who behave in a reprehensible manner or who are considered to be unfit to carry out services included in the Contract.

3 Suppliers personnel

3.1 Certificates and Work Permits
The Supplier shall ensure that all personnel who carry out work under this Contract hold valid work permits. The Supplier is responsible for ensuring that the provided professional personnel hold the public authorisations, craft certificates, machine operator licenses or certificates, or the like, which are necessary for the execution of the Delivery. SM has the right to inspect such details upon request.

3.2 Working-hours
The Supplier is obligated to ensure that legal requirements regarding working-hours and overtime are observed.

3.3 Time sheets
When the Delivery, or parts of the Delivery, is compensated in accordance with actual spent time, the
Supplier’s personnel shall fill in time sheets. If a time sheet is signed by a SM representative, this signature is only a confirmation of the work time in connection with the Contract and does not constitute any approval of the cost.

3.4 Salary and work conditions
The Supplier’s employees and the subcontractors’ employees who directly participate in the performance of the Contract, shall have salaries and work conditions which are no worse than what follows from current nation-wide collective wage agreements, or what is otherwise normal for the location or profession in question. This requirement also applies to work which is carried out abroad. The Supplier shall, upon SM’s request, document the salaries and work conditions of the employees who participate in the performance of the Contract.

4 Work schedule
The Delivery shall be carried out in accordance with the work schedule in the Agreement.

5 Changes
Within the scope of what the Parties could reasonable expect when the Contract was entered into, SM can require changes relating to the quality and/or quantity of the Delivery as well as changes in the work schedule. If the Supplier has suggestions regarding changes, SM shall be notified in writing as soon as this becomes evident to the Supplier. Compensation for changes shall correspond to the Contract’s original unit prices and price level. If changes result in a cost increase or in savings, the Parties shall discuss this separately. The unit prices shall, however, be used as a basis. Changes shall be approved by SM by means of a written change order before put into effect. Upon receiving a change order the Supplier shall, without unfounded delay, put it into effect.

6 Price Conditions

6.1 Contract Sum, Currency risk and duration of rates
The Contract price is agreed in the Agreement, excluding VAT and includes all Supplier’s costs related to the execution of the Delivery, such as packaging, administration and invoicing costs, customs, taxes and fees etc. Currency rate changes do not bring about any alterations of the Contract prices, unless this is stated in the Agreement. To the extent that the service is priced per hour, SM shall not pay overtime or compensation for evening, night or holiday work, unless this is stated in the Agreement. Unless otherwise stated in the Agreement, the prices and the hourly rates are fixed during the Contract period.

6.2 Travelling expenses
The Parties cover their own expenses in connection with travel and meetings which are associated to the execution of the Contract. Business trips imposed by SM are compensated in accordance with the agreed hourly rate, at an upper limit of 7.5 hours per day. Travel, board and lodging expenses related to these business trips are refunded in accordance with the Danish government travel allowance scale (Statens Rejseregulativ).

6.3 Mobilisation / Demobilisation
SM covers costs related to mobilisation and demobilisation of the Supplier’s personnel in connection with installation work in accordance with the rates notified in the Agreement. The rates shall cover all expenses relating to travel, board and lodging for the Supplier’s personnel.

7 Terms of payment and invoicing

7.1 Invoicing and currency
Unless otherwise stated in the Agreement, Supplier can invoice when the Delivery is 100% complete. Invoicing currency shall be equivalent to currency stated in Agreement.

7.2 Payment
Payment is due 45 days after receiving a correct invoice. Payment of an invoice is not equivalent to an acceptance of the invoice specification. The Customer may deduct sums from the received invoice for accrued liquidated damages, disputed or unsatisfactorily documented items in the invoice amount. Disputed demands do not fall due for payment before agreement has been reached, or possibly before a legally binding judgement has been pronounced.

7.3 Bank guarantee
If it has been agreed that the Supplier shall provide a bank guarantee, SM is not obligated to pay any part of the agreed payment before such a guarantee is received.

7.4 Invoicing address and -references
All invoices shall be labelled with the Purchase Order number and, if any, other agreed labels according to the Agreement. SM has the right to return invoices that does not satisfy these conditions.

Invoice address:
Sleipner Mechanical A/S
Hjulmagervej 11-13
DK-9000 Aalborg
DENAMRK

8 Overdue payment
In case of overdue payment SM shall pay interest on overdue payments on the amount due in conformity with the Act relating to Interest on Overdue Payments.

9 Terms of delivery
The delivery shall be properly packaged, labelled and delivered free of charge at the agreed Delivery place, DDP in accordance with INCOTERMS 2000, unless otherwise stated in the Agreement.

10 Quality assurance
The Supplier is obligated to have a satisfactory quality assurance system which is adapted to the Delivery. Upon request, the Supplier shall document the system for SM. SM shall have the right to carry out a quality audit of the Supplier and any subcontractors. The Supplier is obligated to contribute to the execution of such an audit. If the audit reveals deviations from the Contract, the Supplier is obligated to carry out corrective measures without unfounded delay. SM may establish a reasonable time limit for these measures. Failure to carry out corrective measures constitutes a fundamental breach of contract. As built documentation is mandatory for all deliveries.

11 Health, safety and environment [HSEQ]
The supplier shall observe all legal requirements regarding HSEQ as well as SM’s particular requirements (reference is made to chapter 23 Specific HSEQ requirements for work being performed at SM’s premises).

12 Government requirements
The Supplier guarantees that the material fulfils all legal requirements. When delivering chemical substances, regulation HSEQ product sheets shall be delivered with the Delivery.

Reporting to public authorities
It is the Supplier’s responsibility to ensure that public authorities and institutions which act on the behalf of public authorities, receive statutory information in connection with the Delivery. The Supplier is obligated to secure that subcontractors in a descending order report to public authorities in accordance with applicable laws and regulations. SM shall be indemnified against any expenses SM incurs as a result of the Supplier’s failure to conform to laws, regulations or agreements. SM reserves the right to set off such expenses, in addition to an administrative fee, against amounts that the Supplier may be due from SM.

Reports to the Central Office of Foreign Tax Affairs (SKAT)
The Supplier shall report all necessary documentation to SKAT according to the Tax Administration Act. This specific if the supplier is situated outside the European union.

13 Documentation
All necessary documentation and software concerning the use and maintenance of the subject matter of the Contract is an integrated part of the Delivery. Deficient or insufficient documentation calls forth the Supplier’s liability for lack of conformity. SM keeps exclusive rights to own documentation. SM’s documentation shall not be used for purposes beyond this Delivery without SM’s consent. SM’s documentation shall not be conveyed to a third party without SM’s written consent. SM shall have access to and right of use of the documentation that the Supplier uses in connection with the Delivery, regardless of whether these are the property of the Supplier or of a third party. The Supplier guarantees that he has the right to use all his factor inputs, including any third party’s intellectual property-protected solutions, and that other parties’ rights will not be violated in the execution of the Contract. The Supplier will be held responsible for any consequences related to possible violations of third party rights.

14 Guarantee
Work and materials are guaranteed free of faults and discrepancies of any kind during the guarantee period, which is 24 months – 24-hour continuous operation, calculated from completion of the work or on approval of the Delivery.

The Supplier shall remedy claimed faults and discrepancies immediately. If this is not done within a reasonable deadline, corrective action will be taken at the Supplier’s expense and risk. SM’s approval of changes or the like does not discharge the Supplier from liability, unless SM has been clearly made aware of the risk aspects associated with the chosen solution. In the event of faults and discrepancies that cannot be remedied without excessively high costs, SM may require a price reduction. The price reduction shall be set, as a minimum, to the saving the Supplier has achieved as a result of performance of the work not being in line with the Contract. The Supplier is liable for damage to a third party and third party object arising from performance of Work according to General rules governing damages.

15 Delay and breach of contract

15.1 Delay
A delay has arisen if the Supplier does not deliver at the agreed time or if the Delivery does not fulfil requirements relating to quality or quantity in accordance with the Contract, unless the delay is due to circumstances associated to SM. If the Supplier’s execution of the Delivery includes such lack of conformity that SM’s objective regarding the delivery, to a substantial extent, has failed due to the lack of conformity, SM may choose to regard this as equivalent to a delay. In case of a delay or an expected delay, the Supplier shall, without unfounded delay, notify SM in writing. The notification shall state the reason for the delay and when the Delivery will take place. If SM fails to receive such notification within reasonable time after the Supplier was informed or ought to have been informed of the impediment, SM may claim damages for the losses which could have been avoided had the notification taken place in time.

15.2 Consequences of a delay
Unless otherwise agreed, delays will result in liquidated damages which will accrue by 0.4 % of the total payment which shall be paid in accordance with the Contract, for each day the Supplier is delayed. Liquidated damages shall amount to a minimum of DKK 500 per calendar day from the agreed delivery time until the actual delivery takes place. The total sum shall not exceed 15 % of the Contract Sum. If the delay only concerns a part of the Delivery, the liquidated damages shall be based upon the part of the purchase amount which represents the part of the Delivery which cannot be used as a consequence of the delay. SM may, in addition to demanding liquidated damages, demand compensation for the loss he sustains as a consequence of the delay. The compensation is limited to direct losses, unless the Supplier, or any other party that he is responsible for, has shown gross negligence or intent. SM may cancel the Contract if the maximum liquidated damages have accrued or if the delay brings about a fundamental breach of contract.

15.3 Lack of conformity
The Supplier is responsible for all lack of conformity relating to the Delivery and the execution of the Delivery, unless the lack of conformity is due to SM or circumstances which SM is responsible for. SM should make a complaint in writing within reasonable time following the discovery of the lack of conformity and no later than 24 months after the acquisition has taken place. The complaint notification shall contain a description of the lack of conformity. There is a corresponding time limit for complaints regarding corrective work which runs from the time this work has been completed. The complaint time limits are not in force as long as corrective work is taking place or any other activity that is necessary for the correct performance of the contract.

If SM makes a complaint, the Supplier shall start rectifying the lack of conformity immediately. The rectification may be deferred if SM has reasonable reasons to demand this. Corrective work shall be executed without any expense for SM and without causing any more inconvenience to SM’s regular activities than what is reasonable. Rectification shall be executed where the Delivery is located, unless otherwise agreed by the parties. To the extent that the material is sent to the Supplier for rectification or for delivery of substitute material, the Supplier is responsible for any expenses in connection with this. If the defective material is integrated in SM’s existing equipment, the Supplier is responsible for expenses related to dismantling and assembly. If corrective work is not possible to carry out without causing substantial inconvenience to SM the Supplier shall deliver substitute material. If the Supplier has not, within reasonable time, rectified the lack of conformity, SM may legitimately carry out corrective work himself, or let another party carry out such work, or carry out a replacement purchase at the expense and risk of the Supplier, or demand a reduction in price. This also applies if awaiting the Supplier’s rectification will cause substantial inconvenience to SM. In such cases the Supplier shall be notified in writing before rectification is initiated. SM may demand compensation for losses sustained as a result of lack of conformity. Such compensation is limited to direct losses, unless the Supplier or another party he is responsible for, has shown gross negligence or intent. SM may cancel the Contract if the lack of conformity entails a fundamental breach of contract. In such cases SM may oppose the Supplier’s offer of rectification.

15.4 Damages
SM’s right to damages is independent of other claims that SM may assert as a consequence of the breach of contract, whether or not such claims may be asserted.

15.5 Fundamental breach of contract
Bankruptcy or insolvency on the part of the Supplier, breach of other fundamental financial conditions of the Supplier, repeated violations of instructions or violations of public laws or regulations, fraud, neglect or other circumstances which violate the relationship of trust with SM, delays or lack of conformity which causes SM’s objective with the Contract to fail, always constitute a fundamental breach of contract. The above is not to be considered comprehensive as regards the evaluation of what constitutes a fundamental breach of contract.

16 Force Majeure
The parties shall not be held responsible for delays or lack of conformity, if it is established that these are due to an impediment beyond the control of the parties and which they could not reasonably have been expected to take into account at the time the contract was concluded or to avoid or to overcome the consequences of. If the delay is due to a third party whom the Supplier has assigned to perform all or part of the Delivery, the Supplier avoids liability only if also the third party would have been exempt under the rule of the preceding item. The same rule applies if the delay is due to a supplier whom the Supplier has employed, or to any other person in a prior sales stage. If the Force Majeure situation lasts longer than 60 days, the Parties have the right to cancel the Contract by notifying the other party in writing.

17 Insurance
The Supplier has the duty to take out and maintain insurances, at his own expense, adapted to the Supplier’s activities and the nature of the Delivery. The Supplier is obligated to take out and maintain insurances for any cases of damage and liability which may arise during the performance of the Contract. The Supplier is obligated to have a satisfactory accident insurance and personnel insurances, imposed by law, for his employees. SM may require the documentation of the insurance coverage and the range of the insurance.

18 Property damage prior to the acquisition
The Supplier is responsible for any damage to the Delivery which occurs before the risk is transferred from the Supplier to SM, unless the damage is due to SM or something SM is responsible for. SM can demand damages for any loss he sustains as a result of damage to own property which is due to the Supplier. Such damages are limited to direct losses, unless the Supplier, or other party that he is responsible for, has shown gross negligence or intent.

19 Indemnity
The Supplier shall indemnify SM against each claim which results from damage to the property of the Supplier or claims from own or third party personnel. The Supplier shall indemnify SM for damage to things or persons which are due to non-observance of the level of security which SM can reasonably expect. When evaluating what level of security can be expected, attention is paid to all conditions connected to the Delivery, its presentation, marketing and expected use. The Parties shall mutually inform each other when claims which concern the other party are presented by a third party.

20 Confidentiality
The Supplier and the Supplier’s personnel are obligated to treat all information concerning SM and the Contract as confidential. This also applies after the expiry of the contractual relationship. The Supplier shall not make public the entering into this Contract or use SM as a reference, without SM’s written consent. Consent cannot be refused without just grounds. Breach of this provision is considered a fundamental breach of contract.

21 Transfer of Contract
SM may transfer his rights and obligations pursuant to the Contract, in total or in part, provided that SM can establish that the purchaser has the financial strength required to fulfil SM’s obligations in accordance with the Contract. The Supplier cannot transfer or mortgage the Contract, a part of or an interest in it, without SM’s consent. Such consent shall not be refused without just grounds.

22 Choice of law and dispute resolution
This Contract shall in all respects be regulated by Danish legislation and legal disputes concerning the Contract shall be resolved in accordance with Danish procedural rules. Disputes between the Parties shall be attempted to be resolved by means of negotiations. If a solution is not reached, the matter shall be referred to regular court procedures. The right legal venue is SM’s legal venue.

23 HSEQ requirements for work being performed at SM’s premises
Sleipner Mechanical A/S has a very high focus on Health, Safety and Environment, and has implemented a set of HSEQ rules that all personnel working on Sleipner Mechanical A/S’ premises are obliged to follow. When required, the Supplier is requested to contact SM’s contact person for information about various safety regulations in the relevant areas at SM. SM reserves the right to dismiss staff who do not meet SM `s special safety requirements. A rejection does not lead to changes in the supplier’s obligations under the contract.

23.1 Safety course
All external personnel shall have attended our electronic Safety course before they are allowed to start the work. Registration for the safety course is done by the receptionist, who will give information about username and password. The course can be taken on any computer, at home or at work. In addition to the safety course, an on-site safety review is also mandatory.

23.2 Access regulations
All personnel shall be recorded in accordance with our access control system. The Suppliers’ on-site representative undertakes to report each day to the receptionist the number of persons working in SM’s premises.

23.3 Safety at the Working Place
For all work not defined in the Work- and Operational guidelines, a TSF checklist (Think Safety First) shall be created. Also, a White or Red work permit and/or ”Safe Job Analysis” are required, dependent upon type of work. Before the work starts the existing structures, equipment and installations must be shielded and protected. The Contractor must plan this into his activities and include the costs associated with this in his quotation. The Supplier is generally responsible for ensuring that all relevant acts, regulations, special norms and internal provisions in SM are followed in connection with the work and that all costs associated with this are included in his quotation. It cannot be assumed that SM shall provide equipment and personnel to meet the applicable acts, regulations, special norms or internal provisions in the company, unless this has been agreed beforehand and is clearly stated in the quotation.

23.4 Accident prevention work
Sleipner Mechanical A/S (SM) has strong focus on accident prevention work. Therefore, we assume that our Suppliers comply with the requirements set by the authorities. A good internal control system that ensures compliance with government regulation is a prerequisite. Any injury to your personnel during work on our premises shall immediately be reported to our HSEQ department, and will be investigated.

23.5 Requirements to Working clothes
Outdoor wear shall fulfil European Standard category 2, which means almost fluorescent with reflection. It shall be labelled with Suppliers logo or name.

23.6 Source separation
The Supplier undertakes to follow SM’s source separation system.

23.7 Smoking
Please note that SM has adopted a non-smoking policy for its site. Smoking is not allowed on the entire premises. The policy applies to all indoor and outdoor areas.