1. General
1.1 These terms and conditions of purchase apply unless otherwise agreed in writing.
1.2 If seller uses or refers to other general or special delivery terms, for example in his order confirmations or invoice documents, these deviations shall have no effect for the purchase unless the parties have expressly agreed otherwise in writing.
1.3 Buyer’s Policy on Business Conduct and Ethics is enclosed hereto as Annex 1 and forms an integral part of these Conditions of Procurement.

2. Offer
2.1 The offer shall be submitted free of charge. Any deviations from the buyer’s query must be clearly specified.
2.2 Buyer is entitled to accept any offer or reject all offers.

3. Orders and order confirmation
3.1 Only written orders are binding on buyer.
3.2 Buyer’s order confirmation shall be signed and returned no later than five working days after it is received.

4. Delivery, delivery times
4.1 The delivery shall be adequately packaged and labelled with buyer’s order number, and it shall be delivered at the stipulated time to the delivery address specified in the order.
4.2 Delivery shall be DDP to the agreed delivery location (Incoterms 2000), unless otherwise expressly agreed or specified in clause 4.3.
4.3 If it is agreed that seller shall attend to installation or commissioning or that functional tests shall be carried out in connection with the delivery, delivery will not be deemed to have taken place until the installation or commissioning or tests have been completed and buyer has confirmed in writing that the delivery has been accepted.
4.4 Seller carries the risk of losses or damage and all costs in that connection until delivery has taken place and is registered on board.

5. Requirements for quality assurance and HSE
5.1 Seller shall have a satisfactory quality assurance and HSE system that is adapted to the nature of the purchase. Relevant system requirements based on ISO 9001, ISO 14001, Achilles and/or Fpal. We encourage suppliers to use more environmentally friendly products if they are available.
5.2 The seller shall be obliged to provide asbestos-free goods and to perform the services without the use of asbestos in any form. Should the presence of asbestos be found in the delivered goods, the buyer shall have the right to suspend the payment, and the seller shall be obliged to immediately remove or dispose of all asbestos containing goods. Any asbestos-containing goods and services provided with the use of asbestos shall be deemed defective.
5.3 In the event of the buyer`s failure to immediately remove or dispose of asbestos-containing goods, the buyer shall have the right to renounce the Agreement with immediate effect.
5.4 Lifesaving Appliance: Supplier shall ensure and document by sending evidence of approval that the attending service engineer has the required approvals for the equipment that should be certified.
5.5 Buyer shall be entitled to carry out quality audits at the premises of seller and seller’s suppliers.
5.6 Buyer is entitled at all times to carry out investigations and checks at the premises of seller and/or seller’s suppliers to ensure that the delivery is performed in accordance with the agreed requirements, and seller shall assist buyer in connection with such checks. Similarly, seller shall obtain test records, material certificates, calculations and other documentation requested by buyer.
5.7 Seller is obliged, immediately and for his own account, to remedy any faults or defects uncovered through buyer’s investigations, checks and audits.
5.8 Neither investigations, checks or audits carried out or not carried out, nor audits carried out by buyer shall discharge seller of his responsibility for the delivery meeting the agreed requirements.

6. Policy on Business Conduct and ethical business conduct
6.1 Buyer has set out its requirements and expectations for compliance and ethical business practices to its personnel, business partners and suppliers in the Policy on Business Conduct enclosed hereto as Annex 1.
6.2 Seller shall make the Policy on Business Conduct available throughout its organization and to its employees.
6.3 Buyer may require that seller annually confirm compliance with the Policy on Business Conduct. Violation by any supplier of the Policy on Business Conduct or applicable laws may lead to remedies for breach of contract. In the event of serious or repeated violations, buyer reserves the right to terminate the cooperation with the seller.
6.4 Buyer does not accept unethical business behavior, such as bribery, corruption and forced labor. Buyer expects seller to adhere to similar standards and to conduct its business ethically. As a supplier, you must comply with all applicable laws and regulations, the requirements set out in the Policy on Business Conduct and your contractual obligations to us.

7. Human Rights and decent work conditions
Buyer respect and support internationally recognized human rights and decent work conditions in its own operations and in its value chain. Buyer endorses the International Bill of Human Rights, the core conventions of the International Labor Organization (ILO) and the OECD Guidelines for Multinational Enterprises as applicable. Buyer expects its suppliers to do the same.

8. Subcontracting
The seller shall ensure that any and all sub-contractors accept and assume all obligations as set out herein, including but not limited to Clauses 6 and 7. The Seller shall ensure that the relevant sub-contractor has read and understood the Policy on Business Conduct (Annex 1). The Seller must further ensure that all their direct sub-contracts impose the same obligations on any further sub-contractors throughout their value chain.

9. Drawings and documentation
9.1 All documentation, such as certificates, drawings, instructions etc. specified in the order is deemed to be part of the delivery. The same applies to documentation not specified in the order, but that is mandatory pursuant to the applicable regulations or that is necessary in order to make use of the delivery.

10. Installation
10.1 If installation is part of seller’s delivery, seller shall, in good time prior to delivery, submit an installation plan that also clearly shows what buyer is responsible for pursuant to the agreement.
10.2 The installation work shall be carried out within the bounds of the rules relating to safety, working conditions and similar that apply at the installation location.

11. Changes
11.1 Buyer is entitled to decide whatever changes to the delivery might be desirable, and seller is obliged to implement them provided that the changes are within what the parties could reasonably expect when the agreement was entered into. Such changes can entail, but are not limited to, changes to the scope and quality of the delivery, changes to the technical specifications, and changes in the delivery date.
11.2 If seller wishes to invoke that the notified changes entail a change in the price and delivery time, he must notify buyer before the changes are implemented. If seller fails to do so, seller forfeits the right to invoke the change as grounds for increasing the price or postponing the delivery date.
11.3 The compensation for the change shall be in accordance with the agreement’s original price and cost level. If changes entail savings for seller, they shall automatically be credited to buyer.
11.4 If the parties disagree about the price effect of a change, seller shall, if buyer so demands, nonetheless implement the change without waiting for final resolution of the dispute.

12. Cancellation
12.1 Buyer shall give seller written notice of full or partial cancellation of the delivery.
12.2 Following such cancellation, buyer shall pay seller for the work already done, and cover documented and necessary expenses incurred as a direct result of the cancellation. Over and above this, seller is not entitled to compensation because of such cancellation.

13. Payment
13.1 Buyer shall pay seller the price stated in the agreement. The price is fixed and exclusive of value added tax. The agreed price applies to complete delivery and includes everything that is not expressly excluded in the order.
13.2 Unless otherwise agreed, payment shall be made within 60 days of the end of the month in which contractual delivery has taken place, no earlier, however, than 30 days after a correct invoice has been received.
13.3 The order number shall be stated on all invoices, which shall state what the individual amounts concern. Buyer is entitled to return invoices that do not satisfy these requirements.
13.4 If it has been agreed that seller shall furnish a bank guarantee, buyer is not obliged to make payments until such guarantee has been received. The same applies if it has been agreed that seller shall present a copy of insurance certificates or similar.
13.5 Buyer may make deductions from invoices received for prepayments, disputed or insufficiently documented amounts, or amounts buyer or other companies in the AO group are due from seller.

14. Delays
14.1 Seller shall immediately notify buyer in writing if there is reason to expect that the agreed delivery time cannot be met. The notification shall state the reason for the delay and the expected delivery time. If seller fails to give such notification, notwithstanding the provisions in clause 11.3, he shall be liable for any losses incurred by buyer that could have been avoided if seller had notified buyer in due time.
14.2 If delivery has not taken place at the agreed time, or it is clear that such delay will arise, buyer is entitled to uphold or cancel the order in whole or in part. For deliveries that seller is to produce specifically for buyer to the latter’s specifications or wishes and that seller cannot make use of in any other way without incurring a significant loss, buyer may only cancel if the delay entails material breach of contract. When the maximum liquidated damages have been reached, buyer may always cancel regardless of the nature of the purchase.
14.3 In the event of a delay that is not due to force majeure or circumstances for which buyer is responsible, seller shall pay liquidated damages for each calendar day the delay lasts. The liquidated damages per day shall be 0.2% of the total amount of the order. The total liquidated damages shall nonetheless not exceed 10% of the total amount of the order. By total amount of the order is meant the total amount in the main order and all additional orders under the same order number.
14.4 If the delay is due to errors or negligence on the part of seller or a party for which he is responsible, buyer may, instead of liquidated damages, claim damages pursuant to applicable legislation for the full financial loss he suffers as a result of the delay, notwithstanding the limitation that follows from clause 11.3.
14.5 Seller is obliged to endeavour to reduce the delay and its harmful effect as far as possible.

15. Warranty and defects
15.1 Seller guarantees that the delivery meets the agreed requirements, including the agreed performance and consumption figures, and that it does not have faults or defects of any kind. He also guarantees that all work carried out by seller, including any construction work, is professionally executed and suited to the purpose it is intended to serve.
15.2 Seller is responsible for all defects that are discovered during the warranty period. The warranty period expires 24 months after delivery; for ships, this period is 12 months. The warranty period is extended by the time the delivery cannot be used as a result of defects. For replaced or repaired parts, a corresponding new warranty period applies from the time the replacement or repair is carried out.
15.3 If defects arise within the warranty period, seller shall immediately, or later if buyer has reasonable grounds for demanding such postponement, remedy the defects for his own account.
15.4 If seller does not take the necessary steps within a reasonable period of time to ensure that the delivery is in contractual condition, buyer is entitled to remedy the matter, either himself or through others, for seller’s account and risk. The same applies if waiting for seller to remedy the matter will entail significant inconvenience for buyer. In such cases, seller shall be notified before the work of remedying the matter commences.
15.5 If seller does not remedy the defect within a reasonable period or does not remedy the defect in full, buyer may claim a proportionate price discount.
15.6 Buyer may cancel the purchase agreement if the defect entails material breach of contract.
15.7 Buyer may also claim compensation in damages pursuant to applicable legislation for losses incurred as a result of defects. If the delivery contains defects of such a nature that it cannot be used for buyer’s intended purpose, buyer may, instead of compensation in damages, choose to claim liquidated damages as specified in clause 11.3 for the period the delivery cannot be used.

16. Force majeure
16.1 Force majeure means an event outside a party’s control that he should not have foreseen when the agreement was entered into and whose effects he cannot reasonably be expected to overcome or prevent.
16.2 Neither of the parties shall be deemed to be in breach of a contractual obligation insofar as it can be substantiated that performance has been prevented because of force majeure.
16.3 The party that wishes to invoke force majeure shall notify the other party as soon as possible about the force majeure situation, its cause and expected duration.

17. Title
17.1 Buyer becomes the owner of the delivery when delivery is registered on board.
17.2 If prepayment takes place, however, title to the delivery shall pass to buyer as payment is made, even though the delivery or parts of the delivery are on the premises of seller or seller’s suppliers. Seller nonetheless carries the risk for the delivery until delivery has taken place, cf. clause 4.4.
17.3 Models, tools or equipment for the performance of the delivery that are provided by buyer are buyer’s property. The same applies to models, tools or equipment that seller manufactures in return for payment from buyer, either in the form of a separate purchase price or as part of the purchase price for the delivery, and they will become buyer’s property as soon as they have been manufactured and are ready for use.
17.4 Seller shall label the delivery and other items belonging to buyer as buyer’s property, keep them separate from seller’s and third parties’ property and ensure that no part of them are subject to encumbrances or charges in favour of seller or a third party.

18. Patent infringements
18.1 Seller shall indemnify buyer against any claim that is due to the delivery or the use of the delivery or parts of it entailing an infringement of a third party’s patent rights or other intellectual property rights, except when this is a necessary consequence of buyer’s instructions or specifications and seller did not or should not have known that such infringement existed.

19. Secrecy
19.1 All information about buyer’s business, products and similar to which seller gains access through the cooperation with buyer shall be treated as a business secret belonging to buyer. Such information shall be kept secret and not used for other purposes than performance of the purchase agreement. Seller is liable for any loss incurred by buyer as a result of breach of these duties.

20. Information and documentation
On request, seller shall provide buyer with information about the delivery as requested. The supplier is also obliged to inform about processes and measures planned and / or implemented in connection with the protection of human rights and decent working conditions. The supplier’s business information shall be communicated precisely and reflect the actual circumstances. All accounting information and information covered by a reporting obligation must be presented in accordance with laws and regulations, including relevant standards. Seller is obliged to give buyer access to information and documentation within the deadlines set by buyer so that buyer can fulfil its legal obligations.

21. Audit and inspection
Audits conducted by the buyer or by a qualified independent party appointed by the buyer, may be undertaken as reasonably required.

22. Choice of law and legal venue
22.1 These general terms and conditions and any agreement entered into on the basis of them are governed by and shall be construed in accordance with Norwegian law.
22.2 All disputes that arise in connection with the agreement that are not resolved amicably shall be decided by bringing a lawsuit unless the parties agree otherwise. The lawsuit shall in such case be brought before Bergen tingrett.

Bribery and anti-corruption
Atlantic Offshore prohibits the offering, the giving, the solicitation and the acceptance of any bribe, whether cash or other inducement, regardless of size, to or from any person or company, wherever they are situated and whether they are a public official or body or private person or company, in order to gain any commercial, contractual or regulatory advantage for the Company in a way which is illegal or unethical; or in order to gain any personal advantage, pecuniary or otherwise, for the individual or anyone connected with the individual. This applies to any individual employee, agent, or other person or body acting on behalf of the Company. Bribery also includes facilitation payments, defined as non-discretionary payments made to government or public officials to speed up routine administrative processes, even if such payments are nominal in amount. They are therefore forbidden by the Company except in the extreme case where life, limb or liberty is at risk.