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GENERAL PURCHASING TERMS for AKVA group ASA

1. INTRODUCTION
These general purchasing terms will apply to purchases by the AKVA group of products to the extent unless otherwise agreed in writing between AKVA group and the seller of the product.

2. THE PARTIES
AKVA group ASA (Org no. 931 693 670) or a subsidiary of AKVA group ASA ("Buyer"); and
The company or person selling a product to the Buyer and stated as Seller in the order of the Buyer ("Seller").
 
3. DEFINITIONS
Defined words and capitalized terms in these purchasing terms or another Contract document, shall be deemed to have the following meaning, unless otherwise stated in writing:

"Order" means the Buyer's written acceptance of an offer from the Seller or an order issued by the Buyer for the delivery of a Product.

"Contract" means the contractual documents that together constitute the agreed terms and conditions for the purchase.

"Contract document" means any written document that states the agreed terms and conditions for the purchase.

"NL 17" means the general terms used by the Federation of Norwegian Industries for the delivery of machinery, as well as other mechanical, electrical and electronic equipment in and between Denmark, Finland, Norway and Sweden, and which applies as the standard purchasing terms unless an express agreement, the Order or these general purchasing terms have different provisions.

"Subcontractor" means any entity that has entered a contract with the Seller related to the production or delivery of a Product.

"Product" means all physical objects, including equipment, materials and products, including documentation and software, comprised by the Contract and that shall be delivered to the Buyer pursuant to the Contract.
 
4. the contract
If there is a conflict between the Contractual documents, the documents shall have precedence in the following order:
 
(i) any signed document of agreement between the Buyer and the Seller;
(ii) The Buyer’s written Order;
(iii) these general purchasing terms;
(iv) NL 17;
(V) other documents, including e.g. technical documentation, that state terms and conditions for the purchase.

No party may assert other terms unless they are accepted in writing by the other party. This also applies to terms, draft agreements, etc. that the Seller may have submitted.

The Buyer is only bound by the Contract if there is a signed document of agreement, please refer to (i) above, or a written Order, please refer to (ii) above.
 
5. PRICE
5.1 The Buyer shall pay the prices stated in the Contract. All prices are considered fixed unless otherwise specifically agreed, and include VAT, all costs, taxes and fees.
 
6.terms of payment
6.1 The Buyer shall pay the invoice within 45 days from the receipt of the correct invoice after execution of delivery. Delivery is deemed to have taken place when the Product has been delivered to the Buyer.
6.2 If the Seller delivers earlier than agreed, the terms of payment shall apply from the agreed time of delivery.
6.3 In the case of overdue payment, interest may be charged pursuant to the Act relating to Interest on Overdue Payments of December, 17 1976.
6.4 If prepayment for the whole or parts of the Product has been agreed, the Seller shall provide a bank guarantee in the form of an ordinary absolute guarantee from a bank or other financial institution acceptable to the Buyer. The guarantee shall cover the Buyer’s right to repayment of paid amounts if the Contract lapses before the Product is delivered. The Buyer’s obligation to pay will only arise when the original such guarantee is presented.
6.5 The payment of the invoice does not mean that the delivered Product is accepted by the Buyer or that the Buyer has waived his right to make a claim regarding the Product pursuant to the Contract.
 
7. DELIVERY TIME / DELAYS
7.1 Delivery shall take place at the agreed time and in accordance with INCOTERMS DAP (Delivered at Place) at the location determined by the Buyer. Partial deliveries are not acceptable and will not be considered as partial execution of the Seller's obligation of delivery, unless agreed in writing.

7.2 If the Product cannot be delivered at the agreed time, the Buyer may demand a daily penalty from the day the delivery should have taken place. The daily penalty shall be 0.2% of the total purchase price for the relevant Contract as of the calendar day, limited upwards to 15%. If the Seller or someone for which he is responsible, has acted negligently, the Buyer may elect to demand compensation for his direct and indirect losses, instead of the daily penalty. 

7.3 If the delay gives the Buyer the right to terminate the Contract pursuant to NL 17, the Buyer is entitled to compensation for direct and indirect losses incurred by the Buyer due to the delay, if the loss exceeds the maximum damages that the Buyer may claim pursuant to article 7.2.
 
8. SPECIFICATION AMENDMENTS / CANCELLATION
8.1 The Buyer may, at all times, demand changes of the specification of the Product.

8.2 Agreed amendments shall be confirmed in the form of the issue of a variation order from the Buyer, which shall then be confirmed by the Seller. Sellers shall confirm the variation order no later than 3 days after receipt. The Seller shall soonest, and not later than within 7 days, notify the Buyer in writing regarding the effects that amendments will have on the price, time of delivery and the technical specification. If the Seller fails to provide such notice by the time limit, the Seller forfeits his right to demand an amended price and/or time of delivery.

8.3 The variation order shall be implemented immediately. The Seller is not entitled to withhold his performance due to disagreement regarding settlement of, or other consequences of, the amendments.

8.4 The Buyer may at all times cancel the Product, but in case of partial delivery, is obliged to pay for that which has already been delivered. For that which has been delivered, the Buyer shall only compensate for the Seller's documented, accrued and necessary costs, provided the Seller has made every reasonable effort to minimize them.
 
9. TITLE
9.1 The Product becomes the Buyer’s property as the Product is paid for. The same applies to any equipment belonging to the Product. If it has been agreed that parts of the purchase price will be paid after the Product has been delivered to the Buyer, the title passes to the Buyer upon the actual delivery of the Product.

9.2 Any equipment delivered from the Buyer in connection with the manufacture of the Product, shall remain the Buyer's property. The Seller is obliged to keep the Buyer’s equipment physically separate from other equipment and materials until the equipment is incorporated in the Product.

9.3 All drawings, specifications and other technical documentation submitted by the Buyer to the Seller, remains the Buyer's property and must not be copied or entrusted to a third party without the written consent of the Buyer.
 
10. software
10.1  The provision of NL 17, article 5 to 7, applies to software with the following amendments:

a) NL 17, article 6, third sentence shall be replaced with: "If the vendor application is developed especially for the Buyer, the rights to the application shall be transferred to the Buyer.

b) "NL 17, article 7 shall be replaced with: "The Seller is obliged to make available the source code of the application to the Buyer if the Buyer so wishes. In addition, the Seller shall provide updated versions of the software to the Buyer."
 
11. LIABILITY FOR DEFICIENCIES
11.1 The Seller shall deliver the Product pursuant to what has been agreed. The Product shall be delivered with first-class workmanship in accordance with best practice in the market, and in compliance with applicable regulations and rules.

11.2 The Seller is liable for errors and deficiencies for a period of 24 months from the time when the Product was put into use for its intended purpose. If the Product has been out of service due to the deficiency, the warranty period shall be extended with the period corresponding to the time it has not been possible to use the Product for its intended purpose.

11.3 The Buyer loses his right to invoke the deficiency if no complaint has been raised within a reasonable time after the deficiency was discovered.

11.4 Those parts of the Product that are replaced/repaired according to the agreed warranty provisions, shall carry a renewed warranty for the same period as the original warranty period.

11.5 The Seller shall, for his own account, remedy the deficiency as soon as possible, either through repair that puts the Product in contractual condition, or by redelivery.

11.6 If the Seller fails to fulfill his obligation to remedy the deficiency, the Buyer may elect one or several of the following options:
a) withhold a necessary amount in order to ensure repair of the Product;
b) demand redelivery;
c) demand a price reduction, or
d) effect repair of the deficiency for the Sellers account, either himself or through the use of other vendors, provided however, that the Buyer has notified the Seller of this fact in writing.

11.7 The Buyer may, regardless of whether the deficiency is remedied, demand compensation for the direct and indirect loss incurred due to the deficiency of the Product.

11.8 If the Product has material deficiencies, the Buyer may cancel the purchase. The same applies if the deficiencies are not remedied within a reasonable period of time. In case of cancellation, the Buyer is entitled to damages in accordance with article 11.7.
 
12. INDEMNIFICATION
12.1 The Seller is obliged to indemnify the Buyer and his customers for any claim arising because of injury, illness, death, property damage inflicted on the Seller's employees or assets due to issues related the Product for which the Seller carries the risk.
 
13.FORCE MAJEURE
13.1 If there occurs an obstacle outside the control of a party, which the party reasonably could not have been expected to consider at the time of agreement, or avoid or surmount the consequences thereof, the party shall not be deemed to have breached an obligation to the extent that it can be proved that it is due to such an obstacle.

13.2 The affected party shall immediately notify the other party of the force majeure situation. If he does not do so, he may not claim exemption from his obligations.

13.3 In case of force majeure, each party shall cover its own expenses caused by the force majeure situation. If one party is prevented from deliver his performance for more than 6 months due to force majeure, the other party may elect to cancel the Contract. In case of cancellation, the parties shall return any performances already received from the other party according to the Contract.
 
14.1 RIGHT OF INSPECTION
14.1 On request, the Buyer is entitled to receive such information from the Seller as the Buyer deems relevant, including satisfactory status reports, information regarding Subcontractor matters, etc.

14.2 The Seller shall permit inspection by the Buyer and his Client at his premises, and facilitate for such inspection to take place at the premises of Subcontractors when the Buyer deems it necessary. The conduct of inspections does not exempt the Seller from liability according to the Contract.
 
15.1 INTELLECTUAL PROPERTY RIGHTS
15.1Commercial and technical information, including materials, drawings, documents and software applications, regardless of mode of storage, and copies thereof, and which the Buyer has made available to the Seller, shall remain the Buyer's property. The same applies to information developed by the Seller mainly on the basis of such information that the Buyer has made available to the Seller.

15.2Inventions made by the Seller mainly on the basis of such information as mentioned in 15.1, shall also be deemed to be the Buyer’s property. The Buyer shall own inventions that are mainly based on technical information provided to the Seller by the Buyer. The Seller shall notify the Buyer of inventions that shall be the Buyer's property, and the Seller shall render the Buyer the necessary assistance to allow the Buyer to apply for patents for the inventions. The Buyer shall compensate the Seller for all reasonable expenses related to such patent applications, including reasonable remuneration to the Seller's employees if this is a result of applicable legislation.

15.3 The Seller shall not use the information mentioned in 15.1 and inventions mentioned in 15.2, for any other purpose than the execution of his contractual obligations according to this agreement. All documentation, materials, all software applications and copies shall be returned to the Buyer at the end of the Contract, unless otherwise agreed in writing.

15.4 The Seller shall grant the Buyer an irrevocable, royalty free, non-exclusive right to use all inventions that are, or comes under the Seller's control to the extent this is necessary for the production, operation, maintenance and repair of the Product.

15.5 The Seller is liable for ensuring that the Product and its application will not infringe third party patents or other rights protection and shall indemnify the Buyer for claims that may arise due to infringement of third party patents, copyright, intellectual property law or other protective rules. The provision of NL 17, article 39, first item, shall not apply. The Seller is only liable if the Buyer has not, within a reasonable time, notified the Seller of any claim received by the Buyer.
 
16. BUYER'S RIGHTS VERSUS SELLER'S SUBCONTRACTORS
16.1 The Seller is obliged to ensure that the Buyer’s rights according to these general purchasing terms, may be enforced versus the Seller's Subcontractors.
 
17.UN GLOBAL COMPACT
17.1 The Seller is obliged to comply with the 10 applicable principles following from the UN Global Compact.

18. DISPUTES
18.1 These purchasing terms shall be subject to and be construed according to Norwegian Law.

18.2 Disputes that may arise as a result of or in connection with the Contract, and which are not amicably resolved, shall be settled before the ordinary courts of the Buyer’s home country.

AKVA Group ASA, August 2018 rev00
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