GENERAL AGREEMENT
No:
Entered into by and between
NIBE ABBox 14
285 21 Markaryd
Sweden
hereinafter referred to as “NIBE Group”
and
hereinafter referred to as “Seller”
1.Preamble
1.1NIBE Group has developed a well co-ordinated range of equipment for domestic heating such as for example, water heaters, heat pumps, boilers and stoves and thereto related products for heating, optimal for production, to be distinguished by “Design and Quality NIBE Group”. Material specified in Appendix , hereinafter referred to as the “Material” are used as parts of articles included in such range.
1.2This General Agreement on Components establishes the terms and conditions for making the Material available toNIBE Group.
2.Orders by NIBE Group
2.1Seller hereby undertakes to supply to NIBE Group the Material, on the terms and conditions specified herein.
2.2NIBE Group shall be entitled to issue orders with reference to this agreement by WSM, e-mail, fax or letter.
2.3Any order from NIBE Group with reference to this General Agreement confirmed by Seller shall be valid and binding even if delivery dates according to such order is beyond date of expiry or termination of this General Agreement.
3.Prices and Terms of Delivery
3.1Prices, alloys excluded, and delivery times are specified in Appendix 1-3 and fixed during the term of the Agreement.
3.2Terms of payment shall be 90 days net (from receipt of invoice).
3.3The prices shall be valid the premises of NIBE Group according to Incoterms 2000.
4.Capacity Commitment
4.1Seller undertakes to be able to deliver at least the yearly quantities of each Component specified in Appendix .
5. Order-, Shipping-, and Delivery- Confirmation
5.1Seller shall promptly confirm all orders within working days from receipt of the order. Subject to 8.1 Seller shall dispatch all Components in the agreed manner. Seller shall notify dispatch consignment details to Manufacturer in written or electronic form on the date of dispatch. Seller shall confirm dispatch and if necessary change orders in WSM (Web EDI).
5.2If the Seller cannot perform delivery as agreed or if a delay in delivery is likely to occur, the Seller shall immediately inform NIBE Group hereof in writing, indicating the cause of the delay, the new time of delivery and the means of transportation to be used. The Seller shall in such case deliver the goods by such means of transportation, which so far as possible will reduce the delay. All additional costs for such means of transportation shall be borne by the Seller.
5.3The Seller shall pay to NIBE Group an amount corresponding to % of the value of the ordered but not delivered Material as liquidated damages for each commenced week of delay up to weeks.
5.4If delivery is delayed by more than weeks, NIBEGroup shall be entitled to terminate the agreement relating to the delayed delivery or the agreement in its entirety. NIBE Group shall be entitled to compensation from the Seller for any direct or indirect damages suffered by NIBE Group as a result of the delay.
5.5The Seller shall compensate NIBE Group for any specified direct costs occurred directly related to the delay in delivery.
5.6Seller shall forthwith obtain and supply certificates and/or declaration of origin including duplicates thereof to Manufacturer in a form required by Manufacturer at Sellers own cost and expense.
6.Quality, Insurance and Warranty
6.1Seller warrants that each Material will be produced in accordance with the specifications established by NIBE Group and the Product Description listed in Appendix hereto or any later issued version of the Product Description which has been, or will be, handed over to Seller by NIBE Group. Ordered products shall fulfil stated requirements and shall be manufactured in accordance with state of the art technical practice and workmanship. All delivered components shall comply with the RoHS Directive.
6.2NIBE Group shall be entitled to be presented, monitor and review all Sellers facilities at any time, and shall have the right to request any relevant information in relation thereto. NIBE may, in its sole discretion, decide and undertake quality inspections, either by conducting tests at Seller's premises or by testing samples sent to it by Seller.
6.3Should NIBEGroup not have forwarded specific package instruction, Seller shall ensure that the Materialis packed to withstand delivery, damage and deterioration before they reach NIBE Group. Seller shall only mark the products and packaging in accordance with instructions from NIBE, including use of the NIBE tradename and trademark. Nothing herein shall be interpreted as granting Seller a right or a license to use the NIBE trade name or the NIBE trademark.
6.4Prior to delivery, the Seller shall provide evidence that quality control has been performed. The Seller shall keep all such documents and copies shall be sent to NIBE Group on demand.
6.5Seller undertakes to carry at least the following insurance:
Product Liability€5,000,000 each
6.6Seller warrants all Material delivered to be free from all defects and that design, materials and workmanship conform strictly to the specifications furnished or otherwise presented or agreed. This warranty shall continue in full force notwithstanding inspection, acceptance and delivery of the Material and payment for the Material.
6.7Seller warrants that in complying with its obligations hereunder, it will at all times comply with all relevant national and international laws, conventions, regulations and provisions applicable in the country of production and ultimate retail destination. Seller further undertakes to, at all times, fulfil environmental-, working-, social- and other conditions set forth in “The NIBEEthical Code”.
6.8Seller undertakes to indemnify and hold NIBEGroupharmless for any and all damages, claims, costs and expenses which NIBEGroup might incur out of or in connection with any defect or non-conformity to specifications of any Material supplied by Seller hereunder.
7.Complaints and Defects
7.1NIBE Group shall notify Seller in writing of any defects that have appeared, including a description of the defect. Any complaints are to be handled directly between Seller and NIBE Group.
7.2Seller is entitled to inspect the defective Material at its own cost atthe NIBE Groupsite. If Seller fails to exercise this right within five days, calculated from the date of notice under Clause 7.1, NIBE Group may return the defective Material to Seller at Seller’s risk and expense and Seller shall be deemed to have accepted the Material as defective.
7.3Shipments by Seller considered defect or incorrect in their entirety, may be refused by the NIBE Group and returned at the cost and expense of the Seller. Should shipment be considered defect or incorrect in part, NIBE Group has the right to separate the defective products at the expense of the Seller.
7.4Subject to Clause 7.3, Seller shall remedy any defect in the Material without delay and at its own cost and expense, including costs of transportation, and when a defect has been remedied, Seller shall be liable for defects in the repaired or replaced Material under the same terms and conditions as those applicable to the original Material.
7.5If Seller does not fulfil its obligations under Clause 7.4, or if the defect must be considered substantial or vital to NIBEGroup, or if the defect is of repeated or serial nature NIBE Group may terminate without compensation to Seller any Delivery Agreement/purchase order by notice in writing to Seller.
7.6Pending remedy of the defective Material by Seller or settlement of any claim, Seller hereby authorizes NIBEGroup to set off or withhold an equivalent amount due by NIBEGroup to Seller.
7.7In case of defects, a replacement delivery shall be made by Seller in time to be received by NIBE Group within working days.
8Forecasts
8.1NIBEGroup will on a regular basis provide Seller with a forecast of estimated future demands of the Material, specified in Appendix per article number. The parties agree and understand that such forecast is made solely for the benefit of the Seller in order to provide a guide for Seller’s production planning purposes only, and is not a guarantee from NIBEGroup on future orders.
9Intellectual Property Rights
9.1Notwithstanding anything contained in these terms, Seller shall not at any time acquire or have been granted a right to use any rights whatsoever, of whatever kind they may be, to any intellectual property right belonging to NIBE Group.
9.2Seller shall be solely responsible for any infringement by a in any intellectual property right of a third party and undertakes to indemnify and hold NIBEGroup harmless for any claims or loss in connection with an infringement.
10Term and Termination
10.1This Agreement shall be in effect up until and including ,when it shall expire without either party having to give notice thereof.
10.2Either party may terminate this Agreement to expire upon giving no less than months notice to the other party.
10.3Either party shall be entitled to terminate this Agreement to expire at any time by notice in writing to the other party upon occurrence of any of the following events which if such breach is remediable is not cured within thirty (30) days after receipt of written notice thereof:
i)In case of repeated delays in delivery, low service level, repeated claims, or insufficient product quality; or
ii)If either party becomes insolvent, enters into liquidation (whether compulsory or voluntarily) otherwise than for the purpose of amalgamation or reconstruction or shall compound with its creditors or have a receiver or any external administrator appointed over all or any part of its assets or hall take or suffer any similar action in consequence of debt.
11. Severability
11.1If any provisions of these conditions or any portion thereof is or becomes invalid or unenforceable, the remainder of these conditions shall not be affected and such provisions shall be valid and enforceable to the fullest extent.
12Disputes and Applicable Law
12.1The construction and validity of this Agreement shall be governed by the substantive legislation (without regard to its conflict of law regulations) in the country where NIBEAB is incorporated.
12.2All disputes arising from or connected with this Agreement shall be finally settled under the rules of Conciliation and Arbitration of the International Chamber of Commerce, by one or more arbitrators appointed according to said Rules. The Arbitration shall take place in Paris, and the proceedings shall be performed in the English language.
13Confidentiality
13.1Seller may not during the term of this agreement as well as thereafter disclose to any third party any technical or commercial information pertaining to NIBEGroup and shall not use such information other than for the agreed purpose. Seller undertakes to ensure that any sub-supplier engaged by Seller for production of NIBE Models undertakes this provision.
14Miscellaneous
14.1If this contract has been written in both English and (add language) andin case of any inconsistency or discrepancy between the two versions, the English language version shall prevail.
This General Agreement has been drawn up in two identical copies, whereof the two parties have received one copy each.
NIBE ABSignature / Signature
Printed name / Printed name
Signature / Signature
Printed name / Printed name
Appendix 1
MtrlNo. / Quality / Product description / Yearly Quantity / Capacity / Price EUR/tonne / Order Quantity / Delivery timeStatus / Status Description / Days
1
2
3
4 / Order with delivery date
Seller may start to produce but not deliver
Seller may purchase raw material but not start to produce
Forecast
Valid for orders placed as of 2008-01-01.
NIBE ABSignature / Signature
Printed name / Printed name
Appendix 2
MtrlNo. / Quality / Product description / Yearly Quantity / Capacity / Price EUR/tonne / Order Quantity / Delivery timewill provide Seller with a forecast once every______.
Valid for orders placed as of
Signature / SignaturePrinted name / Printed name
Appendix 3
MtrlNo. / Quality / Product description / Yearly Quantity / Capacity / Price EUR/tonne / Order Quantity / Delivery timewill provide Seller with a forecast once every______.
Valid for orders placed as of .
Signature / SignaturePrinted name / Printed name
Utfärdare / Issued by / Datum / Date / Beteckning / Ref. / Sida / Page / Version
karolinaM / 18-10-03 / General Agreement_1852-2008 / 1 (8) / 1