General Terms of Purchase - Iceland Seafood EHF

GENERAL TERMS OF PURCHASE – ICELAND SEAFOOD EHF

Interpretation
1. In these General Terms of Purchase the following words shall have the following meanings:
General
1. Any purchase made by the Company shall be subject to these General Terms of Purchase set forth herein.
2. The Supplier agrees to be bound by the General Terms as set out herein
3. Contract is only legally binding on Company if it is signed. For orders in excess of €80,000/ $90,000 / £58,000/ JPY 11,000,000 to be legally binding the Contract must also be counter-signed by a person with power of procuration for the Company (MD, Group CEO and Group FD). For Indicative Orders or Contracts that shall be delivered in batches the total amount or total estimated amount shall be considered the applicable amount within the meaning of this provision. If an Indicative Order sets out a particular range the upper limit of that range shall be used to calculate the applicable amount.
Quality andDefects
1. Where the Goods are food products the Goods shall be safe for human consumption and fulfil all relevant legal requirements for such Goods for the period specified in the Contract or specification supplied or agreed to by Company, or if no period has been specified or agreed, for a reasonable period to be expected for such Goods having regard to the nature of the Goods.
2. Notwithstanding clause 3.1, all Goods shall be of the best available design, quality, materials, ingredients and workmanship, without fault and
3. conform in all respects with the Contract and specification supplied or agreed to by Company and will comply with all relevant statutes, regulations and directives applicable to the Supplier’s premises, the Goods and their packaging (including, without limitation, relating to methods of production, materials and ingredients used, safety, storage and transportation) from time to time in force.
4. Company’s rights under these General Terms are in addition to statutory conditions or terms implied in favour of Company.
5. At any time prior to the delivery of the goods to Company, Company shall have the right to inspect and test the Goods. If Company is of the opinion that the Goods do not conform or are unlikely to conform with the requirements stated in these Terms of Purchase, the Contract or to any specification supplied or agreed to by Company, Company shall inform Supplier and Supplier shall immediately take such action as is necessary to ensure conformity. Notwithstanding any such inspection or testing, Supplier shall remain fully responsible for the goods and any such inspection or testing shall not diminish or otherwise affect Supplier’s obligations under the Contract.
6. Supplier shall comply with all applicable regulations or other legal requirements concerning the manufacture, packaging, packing and delivery of the Goods.
7. The Goods shall be marked in accordance with Company’s instructions and properly packed and secured so as to reach their destination in an undamaged condition.
8. If any of the Goods fail to comply with the provisions set out in this section 3 the Company shall be entitled to avail itself of any one or more of the remedies listed in section 7.
Indemnity
1. Supplier shall keep Company indemnified against all direct, indirect or consequential liability, loss, damages, injury, costs and expenses (including legal and other professional fees and expenses) awarded against or incurred or paid by Company as a result of or in connection with:
  1. Defective Goods, workmanship, quality or materials;
  2. Any infringement or alleged infringement of any intellectual property rights caused by the use, production or supply of the Goods
  3. Any claim made against Company in respect of any liability, loss, damage, injury, cost or expense sustained by Company’s employees or agents or by any customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises from the Goods
Delivery ofgoods
1. Terms of delivery of the goods are pursuant to the terms set out in the Contract.
2. The date for delivery of the Goods shall be specified in the Contract, or if no such date is specified then delivery shall take place within 28 days from the Contract date.
3. If the Goods are not delivered on the due date then, without prejudice to any other rights which it may have, Company reserves the right to:
  1. Cancel the Contract or the Indicative Order in whole or in part;
  2. Refuse to accept any subsequent delivery of the Goods which Supplier attempts to make;
  3. Recover from Supplier any expenditure reasonably incurred by Company in obtaining the Goods from another supplier; and
  4. Claim damages for any additional costs, loss, or expenses incurred by Company which are in any way attributable to Supplier’s failure to deliver the Goods on the due date.
IndicativeOrders
1. The Company can make an Indicative Order which is subject to changes in quantity of the Goods referred to in the order. The Indicative Order can either define a particular quantity or a particular range. An Indicative Order shall be considered a Contract as the concept is defined in these terms.
2. An Indicative Order shall be marked as such and shall reflect the Company’s estimate of its requirements for the Goods over the period specified in the Order. The Supplier shall have the indicated quantity available at the estimated time and be prepared for possible changes in quantity.
3. The Company shall issue a “Release Order” at least two days before each deliver stating the exact quantity desired.
4. The Company can make an Indicative Order that shall be delivered in batches distributed over a certain period of time.
5. The Company shall not be obliged to purchase the quantities or volumes of the Goods referred to in an Indicative Order and shall only be liable to accept delivery and pay for those Goods referred to in Company’s official Release Order.
Risk andOwnership
1. The Goods shall remain at the risk of Supplier until delivery to Company is complete (including off-loading and stacking) when ownership of the Goods shall pass to Company
Termination of theContract
1. Company shall have the right at any time and for any reason to terminate the Contract in whole or in part by giving Supplier written notice whereupon all work on the Contract shall be discontinued and Company shall pay to Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation shall not include loss of anticipated profits or any consequential loss.
2. Company and Supplier shall have the right at any time to amend a Contract for input and/or clerical errors with regards to quantities or prices.
3. Company shall have the right at any time by giving written notice to Supplier to terminate the Contract immediately if:
  1. Supplier commits a breach of any of the terms or conditions of the Contract;
  2. Any distress, execution or other process is levied upon any of the assets of Supplier
  3. Supplier enters into any compromise or arrangement with its creditors, commits any act of bankruptcy or if an order is made or an effective resolution is passed for its winding up or if a petition is presented to court, or if a receiver and/or manager, administrative receiver or administrator is appointed in respect of the whole or any part of Supplier’s undertaking or assets;
  4. Supplier ceases or threatens to cease to carry on its business; or
  5. The financial position of Supplier deteriorates to such an extent that in the opinion of Company the capability of Supplier adequately to fulfil its obligations under the Contract has been placed in jeopardy.
4. Termination of the Contract for any reason shall be without prejudice to rights of Company accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
Remedies
1. Without prejudice to any other right or remedy which Company may have, if any Goods are not supplied in accordance with, or Supplier fails to comply with, any of the terms of the Contract, Company shall be entitled to any one or more of the following remedies at its discretion, whether or not any part of the Goods has been accepted by Company.
  1. To rescind the Contract.
  2. To reject the Goods (in whole or in part) and return them to Supplier at the risk and cost of Supplier on the basis that a full refund for the Goods so returned shall be paid immediately by Supplier;
  3. At Company’s option to allow Supplier the opportunity at Supplier’s expense either to remedy any defect in the Goods or to supply replacement Goods and carry out any other necessary work to ensure that the terms of the Contract are fulfilled;
  4. To refuse to accept any further deliveries of the Goods;
  5. To carry out at Supplier’s expense any work necessary to make the Goods comply with the Contract; and
  6. To claim such damages as may have been sustained in consequence of Supplier’s breaches of the Contract
When Supplier is unable to fulfil a Release Order based on an Indicative Order the same shall apply. If the Release Order is for a substantially higher quantity than the Indicative Order the Company cannot rescind the Contract.
ForceMajeure
1. Company reserves the right to defer the date of delivery of the Goods or payment or to cancel the Contract or reduce the quantity of the Goods if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Company including, without limitation, acts of God, governmental actions, war or national emergency, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials.
Choice of law andjurisdiction
1. All legal relations between the buyer and the seller shall be governed and construed in accordance with the laws of Iceland
2. The parties submit all their disputes arising out of or in connection with the Contract to the exclusive jurisdiction of the District court of Reykjavík (Héraðsdómur Reykjavíkur).