1 ABOUT
1.1 These GTCs apply to and form part of the Contract between Supplier and Firenor. They supersede any previously issued terms and conditions of purchase or supply, and any oth-er agreement between the parties within the scope of a Contract.
1.2 Any Order issued by Firenor shall constitute an offer from Firenor, or acceptance of an Offer, to purchase Deliverables subject to these GTCs.
1.3 Any Offer from Supplier following a request from Firenor that references or otherwise in-corporates these GTCs will be deemed subject to these GTCs.
1.4 The formation of a Contract shall be subject to and conditional on Clause 3 below.
2 DEFINITIONS AND INTERPRETATION
2.1 In these GTCs, the following terms have the following meaning:
Confidential Information means any commercial, financial or technical information, in-formation relating to the Deliverables, plans, know-how or trade secrets which is obvious-ly confidential in nature or has been identified as confidential, or which is developed by Firenor in performing its obligations under or pursuant to a Contract;
Contract means a written agreement based on an Order, incorporating the Order, these GTCs and the relevant Standard Conditions, and all schedules, attachments, annexures, references and statements of work, always subject to Clause 3 below.
Data Protection Law means any applicable law relating to the processing of Personal Data, including the GDPR (Regulation (EU) 2016/679), and any laws which implement or sup-plement the GDPR in respect of processing of Personal Data.
Deliverable means any activity that Supplier is required to carry out under the Contract, including the provision of the Services, Goods, Works and Documents, as well as every-thing necessary for the provision of such in accordance with the Contract.
Delivery Date means the agreed date(s) of Delivery of Goods, or performance of Services, as stated in the Contract.
Delivery means when the Deliverables are handed over to Firenor or when Firenor has confirmed written acceptance.
Documents means any drawings, documentation, calculations, certificates, manuals, datasheets and all other technical, commercial or other documentation to be supplied by Supplier under the Contract.
Firenor means Firenor AS, with organisation number 995 856 522 in the Norwegian regis-ter of business enterprises, or an affiliate of Firenor that acts as purchaser in the relevant Order.
Force Majeure means an occurrence beyond the control of the party affected, that pre-vents fulfilment of the Contract, provided that such occurrence could not have been rea-sonably foreseen at the time of entering into the Contract and could not reasonably have avoided or overcome it or its consequences.
Goods means any physical item that is part of the Deliverables, including any software.
GTCs means these general terms and conditions.
Intellectual Property Rights means any patents, utility models, copyrights, database rights and rights in trademarks, trade names, designs, knowhow, and invention disclo-sures, applications, reissues, confirmations, renewals, extensions, divisions or continua-tions for any of these rights, and all other intellectual property rights and similar forms of worldwide protection.
Offer means an offer from Supplier to Firenor for the supply of goods and/or services from Supplier, that is based on a request from Firenor which references or otherwise incorpo-rates these GTCs.
Order means Firenor’s order issued to Supplier for the purchase of Deliverables, which ref-erences or otherwise incorporates these GTCs, and any variations and amendments to such Order in accordance with the provisions of the Contract.
Personal Data means any data or information of an identified or identifiable natural per-son, as determined in accordance with the corresponding definition in any Data Protection Law.
Service means any activity or function, other than the supply of Goods or performance of Work, that is part of the Deliverables.
Standard Conditions means a set of standardised terms and conditions applicable to a Contract in accordance with Clause 4 below.
Supplier Code of Conduct means the set of principles, standards, and requirements es-tablished by Firenor that governs the ethical, legal, social, and environmental conduct ex-pected of Firenor’s Suppliers, as communicated by Firenor at the time of entering into the Contract. The at any time applicable Supplier Code of Conduct is available on Fireno’'s webpage, www.firenor.no.
Supplier means the party obliged to provide the Deliverables, as specified in the Contract.
Tax includes all compulsory charges imposed pursuant to the authority of a country, to levy taxes or fees on an entity or activity, in relation to any Deliverables.
Variation Order means a change to an Order, such as to amend, reduce, add or otherwise to change the Order or any parts thereof.
Warranty Period means the period during which Supplier's warranty or liability for defects applies under the Contract.
Work means any manual labor, task, or activity to be performed by Supplier as part of a Service or in the production or delivery of Goods, excluding activities that are part of Sup-plier’s ordinary manufacturing processes for standard goods or routine provision of standard services.
2.2 In the event of any conflict between the provisions of the various documents in a Con-tract, priority shall be given in the following order:
(a) the Order and any other particular terms and conditions agreed between the parties in writing, subject to Clause 3;
(b) these GTCs and any applicable Standard Conditions, subject to Clause 4.
3 CONTRACT FORMATION
3.1 Acceptance of an Order by Supplier shall be deemed to occur when it is expressly accepted by Supplier or through any other conduct by Supplier which gives Firenor reasonable grounds to conclude that the Order has been accepted. If Supplier is unable or unwilling to accept an Order, it shall notify Firenor promptly in writing, and Firenor shall have no liabil-ity for any costs incurred by Supplier prior to acceptance. Firenor reserves the right to withdraw or amend any Order at any time prior to acceptance by Supplier, without incur-ring any liability.
3.2 Acceptance of an Offer by Firenor shall be deemed to occur when Firenor expressly accepts the Offer in writing, signed by a duly authorised representative of Firenor. No conduct or communication by Firenor, other than such express written acceptance, shall be deemed to constitute acceptance of an Offer. Firenor’s acceptance shall constitute an Order and a binding Contract under these GTCs.
3.3 All Offers, quotations, and proposals submitted by Supplier shall be considered firm and binding upon Supplier for a period of not less than ninety (90) days from the date of sub-mission, unless otherwise expressly stipulated by or agreed with Firenor prior to submis-sion.
3.4 Any price estimates, quotations, or similar statements provided by Supplier in relation to a Contract shall made in good faith and with due diligence to reflect the total and final price for the Deliverables, inclusive of all costs, fees, and expenses, and the Supplier represents that any such actions have been made accordingly, even if made prior to Contract.
3.5 No additional or substitute terms or conditions endorsed on, delivered with, or contained in any Offer, quotation, sales conditions, confirmation of order, specification, invoice, or any other document from Supplier shall form part of a Contract, whether or not such doc-uments are referred to in the Contract, except if and to the extent that such terms and conditions are expressly accepted in writing by Firenor.
3.6 Any deviations, modifications, or qualifications in any Offer, quotation, or other corre-spondence from Supplier that differ from an Order or request from Firenor must be clearly and conspicuously marked by Supplier at the time of submission of the Offer. Such state-ments shall only be valid and part of the Contract if they are expressly accepted in writing by Firenor. Any unmarked or unaccepted deviations, modifications, or qualifications shall be deemed null and void and shall not form part of any Contract.
4 APPLICABLITY OF STANDARD CONDITIONS
4.1 The set of Standard Conditions applicable to a Contract, if any, shall be specified in the Contract. When applicable, the Standard Conditions shall prevail over Clauses 6, and 7 of these GTCs in case of conflict, except where expressly otherwise stated in the relevant clause. The GTCs shall prevail over the Standard Conditions in any other matters in case of conflict.
4.2 If the Contract neither specifies any specific Standard Conditions, nor excludes the applica-tion of Standard Conditions, then the following Standard Conditions shall be applicable when relevant to the Order:
(a) Orgalim S-2022 General Conditions for supply of mechanical, electrical and electronic products (“S-2022”) shall apply when the Contract concerns the supply of Goods made on Firenor’s specifications (i.e. Goods that are not standard products of Supplier), and instal-lation by Supplier is not included in the scope of work under the Contract.
(b) Orgalim SI-24 General conditions for the supply and installation of mechanical, electrical and electronic products (“SI-24”) shall apply when the Contract concerns both supply and installation of mechanical, electrical and electronic products.
4.3 Where the Standard Conditions is determined by Clause 4.2, and the Deliverables fall un-der the scope of more than one set of the Standard Conditions referenced, then the set of Standard Conditions that collectively covers all such Deliverables shall apply to the entire Contract. However, if any Deliverable or group of Deliverables is separately priced and may be delivered as a distinct instalment under the Contract, the Standard Conditions relevant to such Deliverable or group of Deliverables shall apply to them, and be treated as if they constitute a separate Contract for this purpose. Notwithstanding the foregoing, any refer-ence to the "contract price" or similar term in the Standard Conditions shall be construed as referring to the aggregate total contract price for the Contract as a whole.
4.4 For the avoidance of doubt, Firenor shall have the role of “Purchaser” or similar role under any Standard Conditions, and the Supplier shall have the role of “Supplier” or similar role.
5 SUPPLIER’S GENERAL OBLIGATIONS
5.1 Supplier shall perform the Work and deliver the Deliverables in accordance with the terms of the Contract (including any specifications and instructions issued in accordance with the Contract).
5.2 Supplier shall perform any Work with the degree of care and skill normally exercised by professional firms performing work of a similar nature.
5.3 Any Deliverables shall, upon delivery to Firenor
(a) meet their description, specifications and other requirements as set out in the Contract;
(b) be free from defects caused by faulty materials, workmanship or design;
(c) be fit for their intended purpose; and
(d) be in compliance with applicable laws and regulations.
5.4 Supplier shall pay its own costs and expenses incurred in connection with the negotiation, preparation, signature and performance of the Contract, unless otherwise explicitly agreed in writing.
5.5 Supplier shall comply with applicable laws and shall maintain such licences, authorisations and all other approvals, permits and authorities as are required from time to time to per-form its obligations under or in connection with the Contract at its own cost.
5.6 Supplier shall search for defects, discrepancies and inconsistencies in the documents pro-vided by Firenor and notify Firenor without undue delay of any such Errors discovered.
5.7 Supplier shall ensure the Deliverables are free from defects and fit for any purpose speci-fied in the Contract or, in absence thereof, fit for the purposes for which they would ordi-narily be used.
5.8 Supplier shall have and comply with a certified quality system, such as one complying with the ISO 9001 series of standards, or a system of equal standard approved by Firenor, for quality assurance and the protection of health, safety and the environment.
6 PERFORMANCE, DELIVERY AND ACCEPTANCE
6.1 Supplier shall deliver any Goods to the location(s) and on the Delivery Date(s) specified in the Order. The Goods shall not be delivered, and the Services shall not be performed, in in-stalments unless so specified in the Order.
6.2 Firenor may inspect and test the Deliverables during performance or during manufacture or processing prior to despatch, and Supplier shall provide Firenor with access to and use of all facilities reasonably required. Any testing and associated activities shall continue for a reasonable period (or such period stipulated in the Contract) until Firenor finally accepts or rejects the Deliverables.
6.3 Risk for loss or damage to any Goods passes to Firenor on Delivery. Unless otherwise ex-plicitly set out in the Contract, and notwithstanding Clause 4.4, the terms of Delivery shall be DDP (Delivered Duty Paid) pursuant to Incoterms 2020, to Firenor’s premises or such other point of Delivery as is stated in the Contract.
6.4 Supplier shall perform any Work or Service that is to be performed at any specific location at that location the date(s) specified in the Order. A Service shall be deemed performed when completed in accordance with the Contract and confirmed by a written delivery or completion statement signed by Firenor. Services that are to be delivered on a continuous or ongoing basis shall be deemed performed as the Service is received by Firenor, unless otherwise specified in the Contract.
6.5 Acceptance is subject to Firenor’s written acceptance statement. Firenor shall have rea-sonable time to inspect or test the Deliverables after delivery or performance, and any confirmation of Delivery shall not be deemed as acceptance by Firenor. Firenor shall be en-titled to reject any Deliverables that are not in compliance with the terms and conditions of the Contract. Supplier shall promptly and at its own cost arrange for redelivery or recti-fication of any rejected Deliverables.
6.6 Any inspection or testing of the Deliverables prior to Delivery, any acceptance of defective, late or incomplete Deliverables, or any payment made in respect thereof, shall relieve Sup-plier from its obligations or liabilities relating to those Deliverables or constitute a waiver of any of Firenor’s rights and remedies under the Contract.
6.7 Neither Supplier, or any other person, shall have a lien on, right of stoppage in transit or other rights in or to any Goods (except for software that shall be licensed to Firenor), and Supplier shall ensure that relevant third parties accept the exclusion of such lien and rights.
7 VARIATIONS
7.1 Firenor may order variations to the Work, including increases or decreases in the quantity, character, quality, type, or manner of execution of the Work, as well as modifications to the Delivery Date(s). All such variations must be authorised by written variation orders is-sued by Firenor. A variation order shall explicitly set out that it is a variation order, includ-ing the variations intended by Firenor.
7.2 If Supplier considers that a Variation is required, Supplier shall without undue delay notify Firenor in writing of such requirement and the reason for it. Firenor shall not be obliged to follow such a request, and such request shall only become a variation upon Firenor’s issu-ance of a variation order.
7.3 If any variation reasonably requires an adjustment to the cost or time required for perfor-mance, the parties shall agree in writing to an equitable adjustment to the contract price and/or schedule.
7.4 If Supplier disputes the validity, scope, or terms of a variation order issued by Firenor, then Supplier shall, within ten (10) days of receipt of the variation order, notify Firenor in writ-ing of the specific grounds for its dispute. Otherwise, the variation order shall be deemed accepted by Supplier.
7.5 In the event the parties are unable to reach agreement on the impact of a variation order, or resolve a disputed variation order, Supplier shall continue to perform the Work as di-rected by the variation order, without delay or suspension, pending resolution of the dis-pute in accordance with the dispute resolution provisions of the Contract.
8 DELAY
8.1 Supplier shall promptly notify Firenor in writing without undue delay upon becoming aware of any circumstances that may result in a delay in the Deliverables or any part thereof. Such notice shall include the reason for the delay, the estimated duration, and the measures Supplier is taking to mitigate the delay. Failure to provide such notice shall entitle Firenor to claim any additional losses incurred as a result of Supplier’s failure to notify.
8.2 In the event of a delay in Delivery that is not attributable to Firenor or to a Force Majeure event, Firenor shall be entitled to claim liquidated damages from Supplier for each com-menced calendar day of delay. The liquidated damages shall be calculated at a rate of 0.5% of the total Contract price per commenced calendar day of delay. The aggregate amount of liquidated damages shall not exceed 15% of the total Contract price.
8.3 Supplier shall, at its own cost and without undue delay, take all necessary measures to minimize the duration and impact of a delay, except to the extent that the delay is caused by Firenor.
8.4 The payment of liquidated damages shall be in addition to any other liability or remedy available to Firenor under the Contract. Firenor shall be entitled to claim compensation for any losses or damages suffered as a result of a delay, subject to agreed limitations of liabil-ity, provided that any liquidated damages paid for the same period of delay shall be de-ducted from such additional compensation.
8.5 Firenor is entitled to terminate the Contract, in whole or in part, if a delay that Supplier is responsible for
(a) exceeds a period that Firenor has reasonably designated as material and which has been communicated in writing to Supplier, either prior to the Order or with reasonable notice thereafter;
(b) causes a material delay or default by Firenor in fulfilling its obligations under any contract with a third party, and Supplier has been reasonably informed of such potential conse-quences; or
(c) has triggered the maximum liquidated damages; or
(d) it becomes reasonably evident that any delay as set out above will incur.
9 WARRANTY AND REMEDIES FOR DEFECTS
9.1 Supplier warrants that the Deliverables comply with the Contract. Any discrepancy be-tween the Deliverables and the requirements of the Contract shall be deemed a defect.
9.2 Unless otherwise set out in the Contract, the warranty period for defects shall be the earli-er of:
(a) twenty four (24) months from Delivery; or
(b) twelve (12) months from the date on which the relevant Deliverable is first commissioned, put into commercial use, or otherwise made operational.
9.3 Firenor shall issue any warranty claim through written notice within a reasonable time after discovery of a defect, and in any event prior to the expiration of the warranty period.
9.4 In case of a defect, Supplier shall promptly repair or replace the defective Deliverables or reperform the Services at no additional cost to Firenor. However, if the Deliverables are lo-cated at a place other than the original place of Delivery, then Firenor shall reimburse Sup-plier only for the reasonable additional transportation costs that exceed those which would have been incurred had the Deliverables remained at the place of Delivery. If Suppli-er fails to rectify the defect within a reasonable time, Firenor is entitled to rectify the defect itself or employ a third party to do so at Supplier's expense. Firenor may additionally recti-fy a defect itself, or engage a third party to do so, provided that such rectification is rea-sonably necessary to avoid undue delay, cost or burden to Firenor (including where the defect exposes Firenor to contractual breach or other liability towards a third party), and that Supplier shall only be obliged to cover such costs as Supplier would reasonably have incurred in performing the rectification work itself. Remedial work (repair/replacement) by Supplier restarts the warranty period for the repaired or replaced parts.
9.5 Firenor is entitled to claim compensation for all losses suffered due to defects, subject to any applicable limitations of liability in the Contract.
9.6 Any warranties provided under a Contract shall not limit or exclude any manufacturer’s warranties that may be provided as standard by the relevant manufacturer. Firenor shall be entitled to the benefit of any such manufacturer’s warranties to the fullest extent avail-able. Any exclusion or limitation of normal manufacturer’s warranties on Deliverables must be explicitly accepted by Firenor to be valid.
10 TERMINATION, CANCELLATION AND SUSPENSION
10.1 Firenor shall have the right, at any time and for any reason, to temporarily suspend the performance of the Deliverables, or any part thereof, by providing written notice to Sup-plier. In the event of such suspension, Firenor shall compensate Supplier for any addition-al, reasonable, unavoidable and properly documented costs directly incurred as a result of the suspension. Supplier shall promptly notify Firenor of any anticipated or actual costs arising from the suspension and shall resume the Work without undue delay when in-structed in writing by Firenor. If a suspension lasts for more than ninety (90) calendar days, Supplier may require that the suspension is treated as a termination for convenience under Clause 10.2, provided that Firenor has received at least ten (10) calendar days prior notice and has not ordered resumption of the Work within such timeframe.
10.2 Firenor may at any time terminate the Contract for convenience, in whole or in part, by giving written notice. Upon such termination, Firenor shall pay Supplier for:
(a) all Work properly performed and any other Deliverables that have been delivered up to the effective date of termination; and
(b) any direct, reasonable, and properly documented costs unavoidably incurred by Supplier in respect of undelivered items, provided that such payment shall in no event exceed the remaining unpaid portion of the Contract price.
10.3 Firenor may terminate the Contract, in whole or in part, with immediate effect by giving written notice to Supplier if:
(a) Supplier commits a material breach of any provision of the Contract and, where such breach is capable of remedy, fails to remedy the breach within a reasonable period speci-fied in the notice;
(b) Supplier becomes insolvent, is subject to bankruptcy or insolvency proceedings, enters in-to liquidation, or otherwise experiences financial distress that may affect its ability to per-form its obligations under the Contract; or
(c) Supplier commits any breach of integrity, corporate social responsibility (CSR), or sanc-tions provisions as set out in the Contract, unless the breach is clearly insignificant and not caused by Supplier’s intent or gross negligence.
10.4 Termination under this clause shall be without prejudice to any other rights or remedies available to Firenor under the Contract or at law. Supplier shall take all reasonable steps to mitigate any costs or losses resulting from suspension or termination, and shall provide Firenor with all necessary documentation to substantiate any claim for payment.
11 LIABILITY AND INDEMNITY
11.1 Supplier shall indemnify and hold harmless Firenor for all liabilities, damages, costs, losses or expenses arising from Supplier's breach of Contract, subject to the below limitations of liability. Supplier shall remain fully responsible for the acts and omissions of its subcontrac-tors as if they were its own.
11.2 Supplier shall indemnify and hold harmless Firenor for any third-party claims for personal injury, death, property damage, or Intellectual Property Rights infringement arising out of or in connection with Supplier’s performance of the Contract.
11.3 Except as otherwise expressly provided in the Contract, neither party shall be liable to the other for any indirect, incidental, special, punitive, or consequential losses or damages, in-cluding but not limited to loss of profit, revenue, business, contracts, or anticipated sav-ings.
11.4 The total aggregate liability of either party under or in connection with a Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed 100% of the total amounts payable by Firenor to Supplier under the Contract.
11.5 Limitations of liability shall not apply to any liability arising from wilful misconduct, gross negligence, fraud, or indemnification obligations under a Contract.
11.6 A party shall be excused from performance of its obligations under the Contract to the extent that such performance is prevented or delayed by a Force Majeure event, and pro-vided that the affected party adheres to its obligations under this clause. The affected par-ty shall promptly notify the other party in writing of the occurrence and expected duration of the Force Majeure event. It is the responsibility of the affected party to prove that a Force Majeure event exists or continues to persist. If the Force Majeure event continues, or it becomes reasonably apparent that it will continue, for more than sixty (60) calendar days, either party may terminate the Contract by giving written notice to the other party. In the event of Force Majeure, each party shall bear its own costs and expenses arising from or related to the Force Majeure situation.
12 PRICES AND PAYMENT
12.1 The price for the Deliverables shall be the price stated in the Contract. If no price is speci-fied, the price will be determined according to Supplier’s current scale of charges, as com-municated to and accepted by Firenor before the Order was placed, or, if such scale of charges is not available, the price shall be the prevailing market price for similar Delivera-bles at the time of the Order.
12.2 Unless otherwise expressly stated in the Contract
(a) all prices are fixed and not subject to variation or adjustment for any reason;
(b) all prices are deemed inclusive of all costs, expenses, taxes (excluding VAT), duties, and charges;
(c) any applicable VAT shall be charged at the applicable rate when the invoice is issued;
(d) all prices are deemed inclusive of transportation and Delivery (DDP Incoterms) to Firenor’s premises or such other point of Delivery as is stated in the Contract;
(e) all travel expenses (including transportation, accommodation, meals, and incidental costs) shall be deemed included in the agreed price for the Deliverables. Any travel expenses that shall be billed separately must have the prior written approval of Firenor and be in accord-ance with Firenor’s travel policies, and be supported by appropriate documentation as a condition of reimbursement; and
(f) Supplier shall not be entitled to charge any separate amounts for overhead, administra-tion, invoice processing, or similar fees, costs, or expenses, whether direct or indirect, and all such charges shall be deemed included in the agreed prices.
12.3 Supplier shall be entitled to remuneration for Work only to the extent that such compen-sation has been expressly agreed in the Contract. Only Work that is performed efficiently and in accordance with the Contract shall be eligible for compensation, subject to submis-sion of accurate and complete time sheets in accordance with industry best practices. Firenor shall have no obligation to compensate for overtime, breaks, or similar unless ex-pressly agreed.
12.4 Supplier shall invoice Firenor when specified in the Order or, if no such specification exist, as soon as reasonably practicable upon Supplier’s completion or delivery and Firenor’s ac-ceptance of the Deliverables.
12.5 Invoices must contain specific minimum information as specified in the Contract, including the Order number.
12.6 Invoiced amounts shall be complete and inclusive of all applicable duties, taxes and levies. If Firenor so requests, Supplier shall provide evidence of payment of all relevant duties, taxes and levies. Failure to provide such evidence entitles Firenor to withhold payment.
12.7 Provided that the invoice fulfils the requirements of the Contract, Payment shall be made within sixty (60) calendar days after receipt of a correctly issued invoice, or such other payment period as may be explicitly set out in the Contract. Firenor reserves the right to set off or withhold payment for amounts disputed or insufficiently documented, without prejudice to any other remedy.
12.8 In the event that Firenor disputes any portion of an invoice, Firenor shall notify Supplier in writing within a reasonable period after receipt of the invoice, specifying the nature and grounds of the dispute. The parties shall cooperate in good faith to resolve any invoice dispute as promptly as possible. Firenor reserves the right to set off or withhold payment for disputed amounts, but shall otherwise pay any undisputed amounts. Any good faith invoice dispute shall not entitle Supplier to suspend or delay the performance of its obliga-tions under the Contract.
12.9 Any amounts that are not invoiced within sixty (60) calendar days from the delivery or completion of the final Deliverable under a Contract (except for Supplier’s remedy efforts and similar actions) shall be deemed waived and Firenor shall have no obligation to pay such amounts.
12.10 Firenor shall not be obliged to pay any late payment interest exceeding the statutory late payment interest rate.
13 INTELLECTUAL PROPERTY RIGHTS
13.1 Any Intellectual Property owned by a party prior to entering into the Contract remains the property of that party.
13.2 Firenor shall have an irrevocable, perpetual, transferable, royalty-free, worldwide, non-exclusive license to use Supplier's Intellectual Property, including pre-existing Intellectual Property, to the extent necessary to utilise the Deliverables, including for the purposes of operation, maintenance, modification, adaptation and repair. This shall also include a right to sublicense such rights to third parties assisting in the utilisation of such Deliverables. Such license shall be assignable and sublicensable throughout Firenor’s value chain.
13.3 Any Intellectual Property Rights created by Supplier in the performance of the Contract shall, unless as explicitly otherwise agreed, be the property of Firenor. Supplier assigns (or shall procure the assignment) to Firenor absolutely, with full title guarantee, all right, title and interest in any such Intellectual Property Rights (including the right to modify and fur-ther assign, license or otherwise share such Intellectual Property Rights), and Supplier shall do all such things and sign all documents necessary to so vest all such Intellectual Property Rights in Firenor, and to enable Firenor to defend and enforce such Intellectual Property Rights.
13.4 All Specifications provided by Firenor and all Intellectual Property Rights in the Deliverables made or performed in accordance with such Specifications shall vest in and remain at all times the property of Firenor and such Specifications may only be used by Supplier as nec-essary to perform the Contract.
13.5 Supplier shall indemnify and hold harmless Firenor against any claims that the Deliverables infringe the Intellectual Property Rights of a third party.
14 CONFIDENTIAL INFORMATION
14.1 Each party undertakes, as a receiving party, to keep strictly confidential and not to disclose to any third party any Confidential Information received from the other party in connec-tion with the Contract, except as expressly permitted by this Clause 14.
14.2 Confidential Information received from the other party shall only be used by for the pur-pose of fulfilling its obligations under the Contract.
14.2.1 The receiving party may disclose Confidential Information only to those of its employees, officers, agents, or professional advisors who have a strict need to know such information for the purposes of the Contract, provided that such persons are bound by confidentiality obligations no less stringent than those set out in the Contract.
14.2.2 The receiving party shall not disclose Confidential Information to any third party without the prior written consent of the disclosing party, except: (a) as required by applicable law, regulation, or order of a competent authority, provided that (to the extent legally permit-ted) the Receiving Party gives prompt written notice to the disclosing party; (b) to its audi-tors or insurers, provided that such recipients are bound by confidentiality obligations no less stringent than those set out herein.
14.3 The obligations of confidentiality shall not apply to information that:
(a) is or becomes publicly available through no fault of the receiving party;
(b) was lawfully in the possession of the receiving party prior to disclosure;
(c) is lawfully obtained by the receiving party from a third party without breach of any confi-dentiality obligation; or
(d) is independently developed by the receiving party without use of or reference to the Con-fidential Information.
14.3.1 Supplier shall ensure that any subcontractors or other third parties engaged in connection with the Contract are bound by written confidentiality obligations no less stringent than those contained in the Contract.
14.4 The obligations of confidentiality under this Clause 14 shall survive termination or expiry of the Contract for a period of five (5) years, or such longer period as may be required by applicable law or as otherwise agreed in writing.
15 DATA PROTECTION
15.1 Any processing of Personal Data under a Contract shall be carried out in full compliance with all applicable Data Protection Laws.
15.2 Where required, the parties shall enter into a separate data processing agreement or simi-lar arrangement. Unless otherwise agreed in writing, such agreement shall be based on a template provided by Firenor. However, if the Deliverables consist of a standardised Ser-vice for which Supplier has established a standard data protection framework that meets the requirements of applicable Data Protection Laws, such framework shall apply unless otherwise agreed.
15.3 In all cases, the parties shall cooperate in good faith to ensure that appropriate data pro-tection terms are in place prior to any processing of Personal Data.
16 INTEGRITY
16.1 Both Parties shall comply with all applicable integrity laws, including anti-bribery, anti-corruption, and human rights laws. Compliance with applicable sanctions and trade con-trol laws and regulations is required.
16.2 Supplier shall abide by Supplier Code of Conduct, and undertakes appropriate due dili-gence on its own affiliates and subcontractors engaged in connection with a Contract.
16.3 Supplier shall ensure that its employees, directors, officers, affiliates, and all subcontrac-tors involved in the Contract also comply with obligations materially equal to these provi-sions.
16.4 Supplier shall maintain accurate and up-to-date records of its supply chain relevant to the Deliverables. Such records shall include, at a minimum, the identification of all direct sup-pliers, subcontractors, and sources of goods or materials used in the performance of the Deliverables. Supplier shall retain these records for a period of not less than five (5) years from the date of completion of the Contract or as otherwise required by applicable law.
16.5 Supplier shall immediately notify Firenor in writing of any potential or actual breach of these integrity provisions or applicable integrity laws. Firenor may carry out audits to mon-itor Supplier’s compliance, and Supplier shall cooperate fully with Firenor's requests for in-formation, audits, inquiries, or investigations related to compliance.
17 INSURANCE
17.1 Supplier shall procure and maintain at its own expense an appropriate insurance coverage with financially sound and reputable insurers (including but not limited to liability insur-ance and all other mandatory insurances) adapted to Supplier’s operations and the nature of the Deliverables. The coverage and duration of the insurance policies shall cover all po-tential liabilities associated with the Agreement and Deliverables.
17.2 If any Deliverable is to be performed at Firenor's premises, or at the premises of a third party that is not a subcontractor of Supplier, then Supplier shall procure and maintain at its own expense a liability insurance with a minimum coverage equivalent to EUR 2,000,000 (two million) per incident for damages caused on Firenor's or any third party's property or personnel in connection with such work, services or tests.
17.3 Upon Firenor’s request, Supplier shall provide valid insurance certificates as well as the relevant conditions of any such insurance policies, and shall promptly ensure similar coop-eration from its subcontractors.
18 ASSIGNMENT AND SUBCONTRACTING
18.1 Supplier shall not assign, transfer, or subcontract any of its rights or obligations under the Contract, in whole or in part, without the prior written consent of Firenor, not to be un-reasonably withheld or delayed. Any such consent by Firenor shall not relieve Supplier of its full responsibility for the performance of the Contract.
18.2 Supplier shall not engage any subcontractor without the prior written approval of Firenor, except that Supplier may perform any of its obligations and exercise any of its rights grant-ed under the Contract through any affiliate, provided that it gives Firenor prior written no-tice of such subcontracting or assignment including the identity of the relevant affiliate. Moreover, Firenor’s approval is not required where the subcontractor’s engagement is limited to the provision of standard products or services that are generally available to the market, and do not involve the performance of specific contractual obligations towards Firenor.
18.3 Supplier shall ensure that all subcontractors are bound by terms and conditions no less stringent than those set forth in the Contract, and shall remain fully liable for the acts and omissions of its subcontractors as if they were its own.
18.4 Firenor may assign or transfer any of its rights or obligations under the Contract, in whole or in part, to any of its affiliates or in connection with a merger, acquisition, or transfer of all or substantially all of Firenor’s business or assets, without the prior consent of Supplier.
19 MISCELLANEOUS
19.1 No failure, delay or omission by Firenor in exercising any right, power or remedy provided by law or under the Contract shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
19.2 If any provision of a Contract (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision of the Con-tract shall not be affected.
19.3 Provisions of a Contract which either are expressed to survive its termination or from their nature or context it is contemplated that they are to survive such termination will remain in full force and effect. This commonly includes clauses related to Intellectual Property Rights, integrity, Confidential Information, Personal Data, integrity and contractual reme-dies.
20 AUDIT
20.1 Firenor shall have the right, upon reasonable prior notice and during normal business hours, to conduct inspections and audits at Supplier’s premises and those of any subcon-tractors engaged in connection with a Contract, for the purpose of verifying compliance with the terms and conditions of the Contract.
20.2 Supplier shall provide full cooperation and access to all relevant facilities, records, person-nel, and documentation as may be reasonably required by Firenor to facilitate such inspec-tions and audits.
20.3 Any such inspection or audit shall not relieve Supplier of its obligations under the Contract or constitute acceptance of any Deliverables by Firenor.
21 GOVERNING LAW AND DISPUTE RESOLUTION
21.1 The Contract shall be governed by, and construed in accordance with, the laws of Norway, excluding any rules or principles that would direct the application of the laws of another jurisdiction.
21.2 The parties shall use all reasonable endeavours to reach a negotiated resolution of any dispute, controversy, or claim arising out of or in connection with a Contract through the following procedure:
(a) A party shall serve notice in writing on the other party that a dispute has arisen. The notice shall include reasonable information as to the nature of the dispute.
(b) Within five (5) business of service of the notice, the contract managers of each of the par-ties under the Contract shall meet to discuss the dispute and attempt to resolve it.
(c) If the dispute cannot be resolved by the contract managers within a reasonable time peri-od, then the matter shall be referred to the chief executives (or persons of equivalent sen-iority) of each of the parties, who shall meet within ten (10) business days to discuss the dispute and attempt to resolve it.
21.3 Disputes and claims that cannot be settled amicably shall be settled by court proceedings. The legal venue shall be the Oslo District Court.
21.4 Notwithstanding Clause 21.3, if
(a) the parties mutually agree in writing; or
(b) Supplier is not established within the EU/EEA;
then any dispute or claim shall be finally settled by arbitration under the Rules of Arbitra-tion of the Oslo Chamber of Commerce in force at the time of the dispute. The seat of arbi-tration shall be Oslo, Norway. The language of the arbitration shall be Norwegian, but evi-dence in English shall be permitted without translation. The arbitral award shall be final and binding on the parties.
21.5 Nothing in this Clause 21 shall prevent either party from seeking interim or conservatory measures from any court of competent jurisdiction at any time.