General Conditions

NL 09 Efor the Supply of Machinery and other Mechanical, Electrical andElectronic Equipment in Denmark, Finland, Norway and Sweden.

Applicability. Definitions
1. These General Conditions shall apply when the parties
agree in writing or otherwise thereto. Deviations from theConditions shall not apply unless agreed in writing.
The object or objects which the Seller shall deliver according to the contract of the parties shall in these conditions
be referred to as “the Product”. The term includes softwareand documentation.
When used in these conditions the term “written” or “inwriting” refers to a document signed by both parties or aletter, fax, electronic mail or other means of communicationagreed by the parties.

Product Information
2. Data in marketing material, price lists and other product information are binding only to the extent that they are
expressly referred to in the contract.

Copyright: Teknikföretagen
Distribution: Industrilitteratur. Best nr V080219

Technical Documents
and Technical Information
3. All technical documentation regarding the Product or
its manufacture submitted by one party to the other, prioror subsequent to the formation of the contract, shall remain
the property of the submitting party.
Technical documentation received by one party shall not,without the consent of the other party, be used for any otherpurpose than that for which it was submitted. Except for
documentation referred to in Clause 4, it may not without theconsent of the other party be copied, transmitted or otherwise
communicated to a third party.
4. The Seller shall, no later than by delivery of the
Product, free of charge provide the Buyer with one set, or
any larger number that may have been agreed, of technicaldocumentation, which is sufﬁciently detailed to permit the
Buyer to carry out installation, commissioning, operation andmaintenance (including running repairs) of all parts of the
Product. The Seller shall not, however, be obliged to supply
manufacturing drawings of the Product or of spare parts.
The Seller may, with the Buyer’s consent, fulfil theseobligations by giving access to the documentation over theInternet.

Test Before Delivery (delivery test)
Where a delivery test has been agreed, it shall, unlessotherwise agreed, be carried out where the Product is being
manufactured. If technical requirements for the test have notbeen agreed, the test shall be carried out in accordance with5.

general practice in the industry concerned in the country
where the Product is being manufactured.
6. The Seller shall notify the Buyer in writing of the delivery test in sufﬁcient time to permit the Buyer to be present at
the test. If the Buyer has received such notice, the test may be
carried out even if the Buyer is not represented at the test.
The Seller shall make a report of the test. The test reportshall be sent to the Buyer. The report shall, unless otherwise
shown by the Buyer, be considered to correctly describe theexecution of the test and its results.
7. If at the delivery test the Product is found not to be inaccordance with the contract, the Seller shall as soon as
possible ensure that the Product complies with the contract.
If so required by the Buyer a new test shall thereafter be
carried out, unless the defect was insigniﬁcant.
8. If no other division of the costs has been agreed, theSeller shall bear all costs for delivery tests carried out where
the Product is manufactured. The Buyer shall, however, atsuch delivery tests bear all costs for his representatives,
including costs for travel, board and lodging.

Trade Term
9. If no trade term has been agreed, the delivery shallbe ’’Ex Works’’ according to the INCOTERMS in force at
the formation of the contract. Where a trade term has been
agreed, it shall be interpreted in accordance with the INCOTERMS in force at the formation of the contract.

Time for Delivery. Delay
10. If, instead of a fixed date for delivery, the parties haveagreed on a period of time within which delivery shall takeplace, such period shall start to run at the formation of thecontract.
11. If the Seller finds that he will not be able to deliver
the Product at the agreed time or if delay on his part seems
likely, he shall without undue delay notify the Buyer thereofin writing, stating the reason for the delay and if possible
the time when delivery can be expected. If the Seller fails
to give such notice, he shall, regardless of the provisions ofClauses 13 and 14, reimburse the Buyer for any additional
expenses, which the latter incurs and which he would haveavoided, had he received notice in time.
12. If delay in delivery is caused by a circumstance which
under Clause 36 constitutes ground for relief or by an act
or omission on the part of the Buyer, including suspension
by the Seller under Clause 18, the time for delivery shall be
extended by a period, which is reasonable having regard to

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Issued in 2009 by the organisations for the engineering industries in Denmark, Finland,
Norway and Sweden.
(DI, Denmark; Teknologiateollisuus – Teknologiindustrin, Finland; Norsk Industri,
Norway; Teknikföretagen, Sweden.)Dokumentet används enligt licens från Teknikföretagen.
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the circumstances in the case. The time for delivery shallbe extended even if the reason for delay occurs after theoriginally agreed time for delivery.
13. If the Seller fails to deliver the Product on time, theBuyer is entitled to liquidated damages from the date on
which delivery should have taken place.
The liquidated damages shall be payable at a rate of one
per cent of the agreed price for each commenced week ofdelay. If the delay concerns only a part of the Product, theliquidated damages shall be calculated on the part of theprice which is properly attributable to the part of the Productwhich cannot be taken in use due to the delay.
The liquidated damages shall not exceed ten per cent of theprice of that part which is the basis of the calculation.
The liquidated damages become due at the Buyer’s written demand but not before the complete Product has beendelivered or the contract is terminated under Clause 14.
The Buyer loses his right to liquidated damages if he
has not lodged a written claim for such damages within
six months after the time when delivery should have takenplace.
14. If the delay is such that the Buyer has become entitledto maximum liquidated damages under Clause 13, and theProduct is still not delivered, the Buyer may in writing demand delivery within a ﬁnal reasonable period which shallnot be less than one week.
If the Seller fails to deliver within such final period andthis is not due to any circumstance for which the Buyer is
responsible, the Buyer may, by written notice to the Seller,
terminate the contract in respect of that part of the Productwhich cannot be taken in use due to the delay.
In case of such termination the Buyer shall also be entitled
to compensation for the loss he suffers due to the Seller’sdelay to the extent that the loss exceeds the maximum ofliquidated damages which the Buyer may claim under Clause
13. This compensation shall not exceed ten per cent of thatpart of the price which is properly attributable to the part of
the Product in respect of which the contract is terminated.
The Buyer shall also have the right to terminate the contract
by written notice to the Seller if it is clear that there will bea delay, which under Clause 13 would entitle the Buyer tomaximum liquidated damages. In case of termination on
this ground the Buyer shall be entitled to both maximum
liquidated damages and compensation under the third paragraph of this Clause.
Except for liquidated damages under Clause 13 and termination of the contract with limited compensation under
this Clause 14, all claims in respect of the Seller’s delay
shall be excluded. This limitation of the Seller’s liability
shall not apply, however, where the Seller has been guiltyof gross negligence.
15. If the Buyer finds that he will be unable to accept delivery of the Product on the agreed date, or if delay on his partseems likely, he shall without undue delay notify the Seller
thereof in writing stating the reason for the delay and, if
possible, the time when he will be able to accept delivery.
If the Buyer fails to accept delivery on the agreed date,he shall nevertheless make any payment which is dependent
on delivery as if the Product had been delivered. The Seller
shall arrange storage of the Product at the Buyer’s risk andexpense. If the Buyer so requires, the Seller shall insure theProduct at the Buyer’s expense.
16. Unless the Buyer’s failure to accept delivery as referred
to in Clause 15 is due to any such circumstance as describedin Clause 36, the Seller may by written notice require theBuyer to accept delivery within a reasonable period.

If, for any reason for which the Seller is not responsible,
the Buyer fails to accept delivery within such period, theSeller may, by written notice to the Buyer, terminate thecontract in respect of that part of the Product which is readyfor delivery but has not been delivered due to the Buyer’s
default. The Seller shall then be entitled to compensation
for the loss he has suffered due to the Buyer’s default. The
compensation shall not exceed that part of the price which
is attributable to the part of the Product in respect of which
the contract is terminated.

Payment
17. Unless otherwise agreed payment shall be made against
invoice 30 days after the date of the invoice.
Unless otherwise agreed, the agreed purchase price, together with value added tax, if any, shall be invoiced with
one third at the formation of the contract, one third when the
Seller gives written notice that the major part of the Productis ready for delivery. Final payment shall be invoiced atdelivery of the Product.
18. If the Buyer fails to pay on time, the Seller shall beentitled to interest from the due date at the rate of interest
determined by the law on late payments in the Seller’scountry.
If the Buyer fails to pay by the due date, the Seller may also,
after having notiﬁed the Buyer in writing thereof, suspend
performance of his contractual obligations until payment
is made.
19. If the Buyer has failed to pay the amount due within
three months after the due date, the Seller may terminate thecontract by written notice to the Buyer and, in addition tointerest on late payment, claim compensation for the loss hehas suffered. The compensation shall not exceed the agreed
purchase price.

Retention of Title
20. The Product shall remain the property of the Seller until
paid for in full, to the extent that such retention of title isvalid.

Liability for Defects
21. The Seller shall, in accordance with the provisions ofClauses 22–33 below, by replacement or repair, remedy any
defect in the Product resulting from faulty design, materials
or workmanship.
Where the Seller is liable for a defect he shall also be liablefor damage to the Product that is caused by the defect.
The Seller is not liable for defects arising out of material
provided by the Buyer or a design stipulated or specified
by him.
22. The Seller’s liability does not cover defects caused bycircumstances, which arise after the risk has passed to the
Buyer. The liability does not, for example, cover defects
due to conditions of operation deviating from those anticipated in the contract or to improper use of the Product. Nordoes it cover defects due to faulty maintenance or incorrect
installation on the part of the Buyer, alterations undertaken
without the Seller’s written consent or faulty repairs by the
Buyer. Finally, the liability does not cover normal wear andtear or deterioration.
23. The Seller’s liability is limited to defects which appear
within a period of one year from the date of delivery of thea) carry out or have carried out the necessary remedial
work at the Seller’s risk and expense, provided that the
Buyer proceeds in a reasonable manner, orb) demand a reduction of the agreed purchase price notexceeding 20 per cent thereof.
If the defect is substantial, the Buyer may instead terminate the contract by written notice to the Seller. The Buyer
shall also be entitled to such termination where the defectremains substantial after measures referred to in a). In caseof termination, the Buyer shall be entitled to compensation for the loss he has suffered. The compensation shallnot, however, exceed 20 per cent of the agreed purchaseprice.
33. Regardless of the provisions of Clauses 21–32, theSeller shall have no liability for defects in any part of the
Product for more than two years from the start of the liability
period referred to in Clause 23.
34. The Seller shall have no liability for defects save as
stipulated in Clauses 21–33. This applies to any loss thedefect may cause, such as loss of production, loss of proﬁt
and other consequential economic loss. This limitation of
the Seller’s liability shall not apply, however, if he has been
guilty of gross negligence.

Liability for Damage to Property Causedby the Product35. The Seller shall have no liability for damage causedby the Product to any immovable or movable property, orfor the consequences of such damage, if the damage occurs
while the Product is in the Buyer’s possession.
The Buyer shall indemnify and hold the Seller harmlessto the extent that the Seller incurs liability towards any third
party in respect of damage or loss for which the Seller is notliable according to the first paragraph of this Clause.
The above limitations of the Seller’s liability shall not
apply if he has been guilty of gross negligence.
If a third party makes a claim for compensation against
the Seller or the Buyer for damage or loss referred to inthis Clause, the other party to the contract shall forthwith
be notified thereof in writing.
The Seller and the Buyer shall be mutually obliged to letthemselves be summoned to the court or arbitral tribunal
which examines claims against either of them based ondamage or loss alleged to have been caused by the Product.
The liability as between the Seller and the Buyer shall,
however, always be settled by arbitration in accordancewith Clause 39.

Grounds for Relief (Force Majeure)
36. The following circumstances shall constitute grounds
for relief if they impede the performance of the contract
or makes performance unreasonably onerous: industrial
disputes and any other circumstance beyond the controlof the parties, such as ﬁre, natural disasters and extreme
natural events, war, mobilization or military call up of acomparable scope, requisition, seizure, trade and currency
restrictions, insurrection and civil commotion, shortage oftransport, general shortage of materials, restrictions in the
supply of power and defects or delays in deliveries by subcontractors caused by any such circumstance as referred toin this Clause.

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Product. If the Product is used more intensely than agreed,
this period shall be reduced proportionately.
24. For parts, which have been repaired or replaced under
Clause 21, the Seller shall have the same liability for defects
as for the original Product for a period of one year. For otherparts of the Product the liability period defined in Clause
23 shall be extended only by the period during which theProduct could not be used due to a defect for which theSeller is liable.
25. The Buyer shall notify the Seller in writing of a defectwithout undue delay after the defect has appeared and inno case later than two weeks after the expiry of the liability
period specified in Clauses 23 and 24. The notice shallcontain a description of how the defect manifests itself.
If the Buyer fails to notify the Seller in writing within theabove time limits, he loses his right to make any claim in
respect of the defect.
If there is reason to believe that the defect may cause damage, notice shall be given forthwith. If notice is not given
forthwith, the Buyer loses the right to make any claim basedon damage which occurs to the Product and which would
have been avoided if such notice had been given.
26. After receipt of a written notice under Clause 25, theSeller shall remedy the defect without undue delay. Within
this limit the time for remedial work shall be chosen in order
not to interfere unnecessarily with the Buyer’s activities. The
Seller shall bear the costs as speciﬁed in Clauses 21–33.
Remedial work shall be carried out where the Productis located unless the Seller, with regard to the interests ofboth parties, finds it more suitable to have the Product sent
to him or to a place instructed by him.
If the defect can be remedied by replacing or repairing
the defective part, and if removal and re-installation of thepart does not require special knowledge, the Seller may
demand that the Buyer sends the defective part to him, or
to a place instructed by him, for repair or replacement. In
such case the Seller has fulfilled his obligations in respectof the defect when he delivers a duly repaired or replacedpart to the Buyer.
27. If remedy of the defect requires intervention in anything but the Product, the Buyer shall be responsible forany work or costs caused thereby.
28. All transports in connection with remedial work shallbe at the Seller’s risk and expense.
The Buyer shall follow the Seller’s instructions regarding
how the transport shall be carried out.
29. The Buyer shall bear any additional costs for remedying a defect which the Seller incurs when the Product islocated elsewhere than at the destination for the Seller’sdelivery to the Buyer stated at the formation of the contract, or – if no destination has been stated – the place ofdelivery.
30. Defective parts, which are replaced according toClause 21, shall be placed at the Seller’s disposal and shallbecome his property.
31. If the Buyer gives such notice as referred to in Clause
25, and no defect is found for which the Seller is liable, theSeller shall be entitled to compensation for the work andcosts which he has incurred as a result of the notice.
32. If the Seller fails to fulﬁl his obligations under Clause
26 within a reasonable time, the Buyer may by written noticerequire him to do so within a ﬁnal time. If the Seller fails to
fulﬁl his obligations within that time limit, the Buyer may
at his option:

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The above described circumstances shall constitutegrounds for relief only if their effect on the performanceof the contract could not be foreseen at the formation of
the contract.
37. The party wishing to claim relief under Clause 36
shall without delay notify the other party in writing on theintervention and on the cessation of such circumstance.
If grounds for relief prevent the Buyer from fulﬁlling his
obligations, he shall reimburse the costs incurred by the
Seller in securing and protecting the Product.
38. Notwithstanding other provisions of these General
Conditions, either party shall be entitled to terminate thecontract by notice in writing to the other party, if performance of the contract is delayed more than six months byreason of any grounds for relief as described in Clause
36.

Disputes. Applicable Law
39. Disputes arising out of or in connection with thecontract shall not be brought before the court, but shall be
ﬁnally settled by arbitration in accordance with the law onarbitration applicable in the Seller’s country.
40. All disputes arising out of the contract shall be judged
according to the law of the Seller’s country.