Terms and conditions (Rental)
1. Application of Contract
The Company shall hire, and the Contractor shall take on hire, the Contract Object in accordance with the quotation issued by the Company and accepted by the Contractor, together with these Terms and Conditions and any applicable appendices.
These Terms and Conditions shall govern the Contract to the exclusion of any other terms and conditions, unless expressly agreed otherwise in writing in the quotation.
In the event of any inconsistency between the documents forming the Contract, the following order of precedence shall apply unless otherwise stated in the quotation:
the quotation document;
these Terms and Conditions; and
any applicable appendices.
2. Interpretation
In these Terms and Conditions, unless the context otherwise requires, the following expressions shall have the following meanings:
Affiliated Company means the parent company of a Party and any subsidiary company as defined in section 1-3 of the Norwegian Joint Stock Companies Act (Aksjeloven).
Company means Apex Technology AS, trading as Blumags.
Company Group means the Company, its Affiliated Companies, other contractors participating in the Work, and the employees of the foregoing.
Contract means the agreement between the Company and the Contractor comprising the documents listed in Clause 1.
Contract Object means any tools, equipment, items, or sites hired by the Contractor from the Company pursuant to the Contract.
Contractor means the entity hiring the Contract Object from the Company.
Contractor Group means the Contractor, its Affiliated Companies, Subcontractors and their subcontractors, and their respective employees.
Subcontract means any agreement entered into by the Contractor with a Subcontractor in relation to the Work.
Subcontractor means a party (other than the Contractor) to a Subcontract.
Work means all work to be performed by or on behalf of the Contractor pursuant to the Contract.
References to the singular include the plural and vice versa. Headings are for convenience only and shall not affect interpretation.
3. QHSE Requirements
The Contractor shall, in relation to the performance of the Work:
familiarise itself with and comply with all applicable laws and regulations;
take all necessary precautions to protect life, health, property, and the environment;
comply with instructions issued by the Company’s appointed representative; and
comply with all requirements and orders of classification societies and public authorities.
The Contractor and its Subcontractors shall comply with the Company’s Code of Conduct, Ethics Policy, and Anti-Bribery and Anti-Corruption Policy.
4. QHSE Requirements of the Contract Object
The Company shall ensure that the Contract Object:
is designed and manufactured in accordance with applicable legislation; and
can be safely operated in accordance with the user manual and applicable legislation.
5. Contract Object
The Company warrants that the Contract Object:
complies with the agreed specifications and requirements;
is fully tested and operational prior to delivery;
is free from liens and encumbrances; and
complies with all applicable legislation.
Unless otherwise agreed, delivery shall be FCA (Free Carrier) at the Company’s designated place of delivery.
The Company shall provide applicable user and maintenance instructions, and the Contractor shall operate the Contract Object strictly in accordance with such instructions.
In the event of any defect, non-compliance, or breakdown, the Contractor shall notify the Company without undue delay. The Company shall repair or replace the Contract Object within a reasonable time. If this is not possible, the Contractor may rectify the defect at the Company’s cost. Hire shall be suspended from the time of breakdown until rectification or replacement.
Where the defect or breakdown is caused by the Contractor, the Contractor shall bear the repair or replacement costs, limited to the value of the Contract Object. No hire shall apply where the Contract Object is unusable due to a defect attributable to the Company.
6. Compensation
All prices shall be fixed and firm for the duration of the Contract and shall not be subject to escalation or currency adjustment.
Prices include all taxes, duties, payroll burdens, and charges incurred by the Company, excluding VAT or sales tax, which shall be stated separately if applicable.
7. Payment Terms
Invoices shall reference the relevant Purchase Order number and be submitted as a single PDF file not exceeding 10 MB.
Unless otherwise agreed, payment shall be made within thirty (30) days of the invoice date.
The Company may require a deposit prior to commencement of the rental period.
8. Subcontracts
The Contractor shall not enter into any Subcontract without the prior written approval of the Company. Such approval shall not relieve the Contractor of its obligations under the Contract.
9. Delays
The Contractor shall notify the Company promptly in writing of any anticipated delay.
Failure to give such notice shall render the Contractor liable for any additional costs incurred by the Company.
If delivery is delayed beyond the agreed date, the Company may deduct liquidated damages equal to one percent (1%) of the Contract value per day, up to a maximum of twenty percent (20%).
If delays exceed this limit, the Company may terminate the Contract and recover the maximum penalty as liquidated damages.
10. Termination
The Company may terminate the Contract with immediate effect if the Contractor:
commits a material breach;
reaches the maximum liquidated damages threshold; or
becomes insolvent or subject to liquidation or administration.
The Company may cancel the Contract prior to delivery without liability.
Following delivery, cancellation shall entitle the Contractor to payment for the hire period elapsed and documented direct costs incurred.
11. Variations
The Company may issue written variation orders altering the scope or execution of the Work.
Variation work shall not commence until a written order is issued.
Compensation shall be determined using the following principles:
agreed rates apply where available;
where comparable rates have not been agreed, the Parties shall agree compensation reflecting the general pricing level in the Contract or prevailing market rates for similar services.
12. Demobilisation
The Contractor shall return the Contract Object in the same condition as delivered, fair wear and tear excepted.
Unless otherwise agreed, the Contractor shall bear return freight costs.
13. Indemnity
The Contractor shall indemnify the Company Group against claims relating to:
personal injury to or death of any employee of the Contractor Group;
loss of or damage to property of the Contractor Group (except as stated in Clause 5 for Contractor-caused breakdown costs); and
pollution emanating from the property of the Contractor Group, including the Contract Object, arising out of or in connection with the Work or caused by the Contract Object.
The Contractor shall indemnify the Company Group against claims relating to:
personal injury to or death of any employee of the Company Group;
loss of or damage to property of the Company Group; and
pollution emanating from the property of the Company Group, including the Contract Object, arising out of or in connection with the Work or caused by the Contract Object.
Neither Party shall be liable to the other for consequential or indirect loss, and each Party shall protect, defend, and indemnify the other against such losses arising out of or in connection with performance or non-performance of the Contract.
The Contractor shall, at its own expense, indemnify, defend, and hold harmless the Company and any other users of the Contract Object under this Contract from claims, demands, costs, and litigation resulting from infringement of trademark, patent, registered design, or other proprietary rights.
14. Insurance
The Contractor shall procure and maintain, for the duration of the Contract, insurance covering:
the Contract Object, including transport;
third-party liability in respect of persons and property of third parties, with cover adequate for the liabilities assumed under the Contract; and
personal insurance in accordance with applicable legislation.
15. Intellectual Property and Information
Commercial and technical information (including drawings, documents, and computer programs, regardless of method of storage) provided by the Company in connection with performance of the Contract, and copies thereof, shall remain the property of the Company.
The same applies to information developed by the Company mainly on the basis of information provided by the Contractor.
Inventions made by the Contractor during performance of the Work, mainly based on such information, shall be the property of the Company.
Such information and inventions shall not be used other than for performance of the Work, and all documentation and copies shall be returned at expiry unless otherwise agreed.
Commercial and technical information provided by the Company to the Contractor, and information developed by the Contractor on the basis of such information, as well as other information developed by the Contractor Group in connection with the Work (not covered by the prior paragraph), shall be the property of the Company.
Inventions made by the Contractor during performance of the Work (not covered above) shall be the property of the Company. The Contractor grants the Company an irrevocable, royalty-free, non-exclusive right to use such information and inventions to the extent necessary in connection with the Contract.
16. Confidentiality
All information exchanged between the Parties in connection with the Contract shall be kept confidential except:
where disclosure to a third party is necessary for production, use, or control of the Contract Object, provided that a written confidentiality declaration is obtained from the third party and a copy is provided to the Company without request;
where disclosure is required by law, regulation, or public authority request, in which case the disclosing Party shall notify the other as soon as possible and seek confidential treatment where available; or
where the Parties otherwise agree in writing.
17. Assignment
The Contractor shall not assign or mortgage the Contract without the Company’s prior written consent.
The Company may assign the Contract to an Affiliated Company or a third party, provided that the Company can demonstrate the assignee has the financial strength required to fulfil the Company’s obligations.
18. Force Majeure
Force Majeure means any unforeseeable act or event the consequences of which:
render it impossible for the affected Party to perform its obligations;
are beyond the reasonable control of the affected Party;
are not due to fault or negligence of the affected Party; and
could not have been avoided through the exercise of due diligence.
Neither Party shall be considered in breach to the extent performance is prevented by Force Majeure, provided the invoking Party notifies the other as soon as possible.
Each Party shall bear its own costs arising from Force Majeure. The invoking Party shall use reasonable efforts to reduce the effects of the Force Majeure event.
Either Party may terminate the Contract by written notice if performance is delayed for more than ninety (90) days due to Force Majeure.
19. Disputes and Governing Law
The Parties shall seek to resolve disputes amicably through negotiations.
Failing resolution, disputes shall be determined by the Haugaland and Sunnhordaland District Court as legal venue.
The Contract shall be governed by Norwegian law.