1. ACCEPTANCE OF TERMS
These General Terms and Conditions shall govern all contractual relationships between MØRENOT and Purchaser. Any inconsistent or additional terms, including but not limited to Purchaser's general terms and condition, shall be deemed ineffective, unless they were specifically and expressly accepted by MØRENOT in writing. The terms of Orgalime S 2012 shall be incorporated into and form part of these General Terms and Conditions. In the event of any conflict between the provisions of this document and Orgalime S 2012, this document shall take precedence.
2. PRICE AND PAYMENT TERMS
2.1 Prices. All prices are Ex Works (Incoterms 2010) MØRENOT factory. Unless otherwise stated in writing, taxes, fees, duties or the like imposed on or dealing with either the sale, manufacture, distribution, import or use of products and/or services or otherwise howsoever levied against or added to the price shall in all cases be excluded costs that shall be added to the price for payment by the Purchaser.
2.2 Payment. Unless otherwise agreed, payment shall be made in accordance with Orgalime S 2012.
2.3 Set-off. Purchaser may only withhold or set-off due payments against their own counter-claims if these are uncontested or have been found to be legally binding by court of law.
2.4 Payment Guarantee. MØRENOT reserves the right to request a payment guarantee from the Purchaser. The Purchaser shall then within 15 calendar days of the request, make available a parent company guarantee from its ultimate parent company or shareholder guarantee or equivalent guarantee in the form and substance provided by or at minimum acceptable to MØRENOT.
2.5 Advance payment. MØRENOT may demand payment in advance.
3. CHANGES IN LAWS AND REGULATIONS
If laws, regulations, requirements and orders are adopted after MØRENOT's quotation which affect the performance of MØRENOT´s obligations under the contract and this impacts on MØRENOT's cost and/or progress, the contract price and/or delivery period shall, upon MØRENOT's request, be adjusted accordingly. Performance of the contract may be suspended or terminated, as further agreed between MØRENOT and the Purchaser.
4. COST AND CURRENCY FLUCTUATIONS
MØRENOT has the right to renegotiate agreed prices if the cost of manufacturing the Product, labor cost, transport costs, material costs or the exchange rate, increase significantly prior to the date of delivery. Significant means an increase of more than 10 % compared to the cost or exchange rate (for the currencies stated in MØRENOT´s quotation) at the date of MØRENOT´s quotation. If such mutual agreement is not entered into within 14 days after request for renegotiation, MØRENOT may, at its sole discretion, terminate the contract.
5. COMPLIANCE WITH LAWS, REGULATIONS AND SANCTIONS
Purchaser represents and warrants that it is currently in compliance with, and shall remain in compliance with, the laws, regulations and executive orders issued by any applicable authorities and any applicable sanctions, which prohibit, among other things, engaging in transactions with, and providing services to, certain countries, territories, entities and individuals.
Purchaser represents and warrants that neither the Purchaser nor any person or company having a beneficial interest directly or indirectly in the Purchaser, is a person or company that appears on a list of sanctions and shall notify MØRENOT immediately if such a person or company, is put on such list.
Purchaser represents and warrants that it shall not sell any products supplied from MØRENOT to (i) any person of Russian or Belarusian citizenship being on a list of sanctions, or (ii) any company directly or indirectly under control by a Russian or Belarusian entity being on a list of sanctions.
Purchaser agrees furthermore that it shall not engage in any activity that would expose MØRENOT to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes. MØRENOT may with immediate effect withdraw from or terminate the contract, or any other agreement with the Purchaser, in whole or in part if the Purchaser has violated the above representations and warranties or if the performance of MØRENOT or Purchaser´s obligations under the contract may cause MØRENOT or the Purchaser to be in violation of such laws, regulation, executive orders or sanctions or if the Purchaser or any person or company having a beneficial interest directly or indirectly in the Purchaser is put on a list of sanctions.
MØRENOT may also terminate the contract if fulfillment of MØRENOT’s obligations under the contract in MØRENOT’s reasonable opinion, due to the at all times applicable sanctions, becomes unreasonably onerous or becomes materially different than when the agreement was made or if MØRENOT for internal policy reasons decides to withdraw from further supplies to a country or region in which the Purchaser, or the end customer, is located.
Purchaser shall be entitled to liquidated damages from thirty (30) days after the date on which delivery should have taken place. Upon expiration of such grace period, liquidated damages shall be payable at the rate specified in Orgalime S 2012.
7. SPECIAL REQUIREMENTS
When placing an order the Purchaser must advise MØRENOT in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Purchaser is to import, use or sell the products and/or services, and the Purchaser must advise MØRENOT immediately of any change made in such requirements.
8. MØRENOTS RIGHT TO ASSIGN
The contract and all its rights and obligation under it may be assigned or transferred by MØRENOT. The Purchaser may not assign or otherwise transfer its rights and obligations without the prior written consent of MØRENOT.
9. ACCEPTANCE TEST
Orgalime S2012 Acceptance test only applies when specified in contract or agreed upon in writing.
In the event where MØRENOT identifies necessary adjustments to the products, services, specifications and/or composition in order to perform MØRENOT's contractual obligations, MØRENOT shall have the right to make such adjustments. Nonetheless, such adjustments may only be made with the understanding that the quality of the Product may not suffer. MØRENOT shall without delay inform the Purchaser of such necessary adjustments.
11. DISPUTE RESOLUTION
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered by the Arbitration Institute of the Stockholm Chamber of Commerce (the “SCC”).
The Rules for Expedited Arbitrations shall apply where the amount in dispute does not exceed EUR 100,000. Where the amount in dispute exceeds EUR 100,000 the Arbitration Rules shall apply. The Arbitral Tribunal shall be composed of a sole arbitrator where the amount in dispute exceeds EUR 100,000 but not EUR 1,000,000. Where the amount in dispute exceeds EUR 1,000,000, the Arbitral Tribunal shall be composed of three arbitrators. The amount in dispute includes the claims made in the Request for Arbitration and any counterclaims made in the Answer to the Request for Arbitration.
The seat of arbitration shall be [Stockholm].
The language to be used in the arbitral proceedings shall be [English].