BEMA KÄTTINGMÄSTER PURCHASING TERMS AND CONDITIONS

1 INTRODUCTION
1.1 These conditions shall apply, unless otherwise agreed in writing between Supplier and BEMA KÄTTINGMÄSTER AB (hereinafter called BEMA).
1.2 The trade terms applied by the parties shall be construed in accordance with the prevailing version of Incoterms
1.3 Changes of any agreement between the parties shall be made in writing.

2 TECHNICAL INSTRUCTIONS
2.1 BEMA:s specifications shall apply to manufacture and assembly to be made in accordance with BEMA 's drawings/design. For products designed by the supplier necessary technical information as well as drawings shall be provided to BEMA. This information is only for arrival inspection.
2.2 All drawings/documents or information submitted to Supplier by BEMA shall remain the exclusive property of BEMA and shall be returned if requested. 
2.3 Tools, designs, fixtures etc. provided by BEMA or paid by BEMA shall remain the exclusive property of BEMA and shall be returned if requested.
2.4 BEMA shall at any time be entitled to perform necessary checks and inspections at Supplier's premises.
2.5 All goods delivered shall comply with order specifications. Data in any printed matter qualities of samples etc., supplied or cited by Supplier, shall be binding on Supplier.
2.6 Lifting and lashing Norms and standards For all ordered products covered by the EC Directive 2006/42/EC is the legal and technical documentation and statements included in delivery. All products must be marked in accordance with this Directive.
The ordered products shall be manufactured and supplied according to current EN standards, among others. Webbing Sling according to EN 1492-1, Round Sling according to EN 1492-2, Lashings according to EN 12195-2, Steel wire in accordance with EN 12385 & EN 13411, Wire rope slings according to EN 13414.

3 QUALITY & ENVIRONMENT
3.1 The SUPPLIER shall fulfill the requirements and have a valid certificate for ISO 9001:2015 and ISO 14001:2015 - or be approved according to BEMA's assessment regulations.
3.2 When fulfilling its obligations under this agreement. Supplier shall avoid or reduce to a minimum any negative environmental effects.
3.3 Supplier shall, when possible, use packaging material suitable for recycling or reutilization.

4 DELIVERY - DELAY - PENALTY
4.1 The goods shall be delivered at the place agreed.
4.2 Delivery shall be made according to the delivery plan agreed. Premature delivery shall not be made without written consent of BEMA. If supplier make an early delivery, BEMA reserve the right to make payments according to from BEMA stated time of delivery, listed in purchase order document.
4.3 Irrespectively of who is liable for a delay, the parties shall inform each other in writing of any occurred or expected event that may delay the delivery.
4.4 In case of delayed delivery except for Force Majeure cases, the Seller shall pay to the Buyer for the first week of delay a penalty will be deducted from the total order value according to below points:
a. Goods delayed 1 week = Penalty 1%
b. Goods delayed 2 week = Penalty 5%
c. Goods delayed 3 week = Penalty 10%
d. Goods delayed 4 week = Penalty 15%
If the delay is more than 4 weeks, the Buyer is entitled to terminate this Contract. However the Seller will still be responsible for above mentioned penalties. Any fractional part of a week is to be considered a full week.

5 WARRANTY - LIABILITY
5.1 Defects can be claimed whenever discovered. BEMA is entitled either to (i) return defective goods to Supplier, whereby BEMA, at its sole to replacement of defective good or to a reduction of the price, or in case of emergency, to (ii) remedy the defect itself, whereby Supplier shall pay BEMA for its direct costs.
5.2 The goods shall be free from defects resulting from faulty construction, function, materials and workmanship. The supplier warrants that the goods comply with applicable standards and regulations and are not of injurious or harmful nature Supplier undertakes to indemnify BEMA for all damages, claim, proceedings and costs arising as a result of any injury or damage caused by the goods or their use.
5.3 Supplier is liable for defects in the goods during one (1) year from the date the goods, is taken into operation by BEMA’s customer, however, no longer than two (2) years from the date of delivery. Supplier is also liable for defects in previously delivered goods provided the defects are of the same kind or related to the same reason as defect is covered within the above mentioned period. The letter is valid even for defect discovered after the warranty period.

6 CANCELLATION
BEMA is entitled to terminate the agreement, in whole or in part, (i) if the delay in delivery is essential; or, provided that the defect is not immaterial. (ii) if defective goods are not remedied or replaced without delay, or (iii) if Supplier becomes insolvent.

7 PRICE - PAYMENT
7.1 The price is fixed and firm and includes packing, required to protect the goods under normal transportation conditions, and necessary technical documentation and marking.
7.2 Payment shall be made against invoice within 30 days from final delivery, or, if partial delivery has been agreed, from the date of such delivery.

8 SECRECY
Supplier undertakes to treat all information and all documentation received or occurred in connection with his co-operation with BEMA as strictly confidential and not to disclose to any third party or use such information/documentation without written consent from BEMA.

9 APPLICABLE LAW - ARBITRATION
Any agreement covered by these Purchasing Conditions shall be construed in accordance with the laws of Sweden. Any dispute, controversy or claim arising out or in connection with these Purchasing Conditions or any agreement between the parties, shall be finally settled by the Swedish Court of Arbitration.

10 CODE OF CONDUCT
BEMA expects all suppliers to respect our Code of Conduct and to actively do their outmost to achieve this.

11 TYPE-SPECIFIC EQUIPMENT
11.1. Type-specific equipment means all tools, jigs, fixtures, moulds, models, drawings and other equipment, that have been manufactured specially for the article or have been provided by BEMA.
11.2. Type-specific equipment that has been provided, paid for or financed by BEMA belongs to BEMA shall be entitled, upon payment of reasonable compensation, to acquire and thereafter freely control type-specific equipment that belongs to BEMA.
11.3. A schedule comprising type-specific equipment shall be prepared by the SUPPLIER and held available for BEMA.
11.4. Type-specific equipment, belonging to BEMA shall be marked by the SUPPLIER in such a way that it is clearly indicated that the equipment belongs to BEMA. In the event of the SUPPLIER’s insolvency, the SUPPLIER shall immediately notify BEMA thereof and also ensure that BEMA’s property is separated from the SUPPLIER’s.
11.5.The SUPPLIER shall ensure that type-specific equipment is stored in a secure way and is insured up to an amount corresponding to at least the reacquisition value.
11.6. Type-specific equipment may not be modified, copied, destroyed or scrapped without BEMA’s written consent.
11.7. The SUPPLIER may not without BEMA’s written consent use type-specific equipment for manufacture on behalf of himself or another.
11.8.The SUPPLIER shall at his own initiative and at his own cost maintain type-specific equipment. In those cases where type-specific equipment needs to be renewed the SUPPLIER shall notify BEMA of this in good time. Unless otherwise agreed, such renewal shall take place at the cost of the SUPPLIER.
11.9. The provisions relating to type-specific equipment shall in relevant respects also apply to data stored in electronic form and computerized geometries.

NOTICE OF SHIPMENT
At least 1 week before making each shipment, Seller shall send Buyer written notice of all relevant shipping details, including description, quantity and approximate weight and size of the Equipment in each Shipment, and other information consistent with industry practice. The Seller shall, immediately upon the completion of the loading of the goods advise by cable/letter/fax the Buyer of Contract No., equipment, quantity, invoiced value, gross weight etc

GROUNDS FOR RELIEF (FORCE MAJEURE)
The following circumstances shall constitute grounds for relief if they impede the performance of the contract or makes performance unreasonably onerous: industrial disputes and any other circumstance beyond the control of the parties, such as fire, natural disasters and extreme natural events, war, mobilization or military call up of a comparable scope, requisition, seizure, trade and currency restrictions, insurrection and civil commotion, shortage of transport, general shortage of materials, restrictions in the supply of power and defects or delays in deliveries by subcontractors caused by any such circumstance as referred to in this Clause.