These General Terms and Conditions shall govern all contractual relationships between MØRENOT and Purchaser. Any inconsistent or additional terms, including but not limited to Purchaser's general terms and condition, shall be deemed ineffective, unless they were specifically and expressly accepted by MØRENOT in writing. The terms of Orgalime S 2012 shall be incorporated into and form part of these General Terms and Conditions. In the event of any conflict between the provisions of this document and Orgalime S 2012, this document shall take precedence.
2.1 Prices. All prices are Ex Works (Incoterms 2010) MØRENOT factory. Unless otherwise stated in writing, taxes, fees, duties or the like imposed on either the sale, manufacture, dealing with, distribution, import or use of products and/or services or otherwise howsoever levied against or added to the price shall in all cases be excluded costs that shall be added to the price for payment by the Purchaser.
2.2 Payment. Unless otherwise agreed, payment shall be made in accordance with Orgalime S 2012.
2.3 Set-off. Purchaser may only withhold or set-off due payments against their own counter-claims if these are uncontested or have been found to be legally binding by court of law.
2.4 Payment Guarantee. MØRENOT reserved the right to request a payment guarantee from the Purchaser. The Purchaser shall then within 15 calendar days of the request, make available a parent company guarantee from its ultimate parent company or shareholder guarantee or equivalent guarantee in the form and substance provided by or at minimum acceptable to MØRENOT.
If MØRENOT´s obligations under the contract shall be increased by reason of the making or amendment after the date of MØRENOT´s quotation of any law or any order or regulation that shall affect the performance of MØRENOT´s obligations under the contract, the contract price and delivery period shall be adjusted accordingly and/or performance of the contract suspended or terminated, as further agreed between MØRENOT and the Purchaser.
MØRENOT has the right to renegotiate agreed prices if the cost of manufacturing the Product or the exchange rate, increase significant prior to the date of delivery. By significant means an increase of more than 10 % compared to the cost or exchange rate (for the currencies stated in MØRENOT´s quotation) at the date of MØRENOT´s quotation. If such mutual agreement is not entered into within 14 days after request for renegotiation, MØRENOT may, at its sole discretion, terminate the contract.
Purchaser represents and warrants that it is currently in compliance with, and shall remain in compliance with, the laws, regulations and executive orders issued by any applicable authorities and any applicable economics sanction, which prohibit, among other things, engaging in transactions with, and providing services to, certain countries, territories, entities and individuals. Purchaser represents and warrants that neither the Purchaser nor any person or company having a beneficial interest in the Purchaser is a person or company that appears on a list of sanctions. Purchaser agrees furthermore that it shall not engage in any activity that would expose MØRENOT to a risk of penalties under laws and regulations of any relevant jurisdiction prohibiting improper payments, including but not limited to bribes. MØRENOT may withdraw from or terminate the contract, or any other agreement with the Purchaser, in whole or in part if the Purchaser has violated the above representation and warranty or if the performance of MØRENOT or Purchaser´s obligations under the contract may cause MØRENOT or the Purchaser to be in violation of such laws, regulation, executive orders or sanctions.
Purchaser shall be entitled to liquidated damages from thirty (30) days after the date on which delivery should have taken place. Upon expiration of such grace period, liquidated damages shall be payable at the rate specified in Orgalime S 2012.
When placing an order the Purchaser must advise MØRENOT in writing of any special, legal, administrative or regulatory requirements applying in the territory in which the Purchaser is to import, use or sell the products and/or services, and the Purchaser must advise MØRENOT immediately of any change made in such requirements.
The contract and all its rights and obligation under it may be assigned or transferred by MØRENOT. The Purchaser may not assign or otherwise transfer its rights and obligations without the prior written consent of MØRENOT.
Orgalime S2012 Acceptance test only applies when specified in contract or elsewhere agreed upon in writing.
In the event where MØRENOT identifies necessary adjustments to the products, services, specifications and/or composition in order to perform MØRENOT's contractual obligations, MØRENOT shall have the right to make such adjustments. Nonetheless, such adjustments may only be made with the understanding that the quality of the Product may not suffer. MØRENOT shall without delay inform the Purchaser of such necessary adjustments.