General Terms and Conditions

  1. GENERAL

The Supplier refers to Perpetuum AS and its subsidiaries or partners.

The Customer refers to anyone purchasing services or products developed or provided by the Supplier.

The Agreement encompasses what has been agreed upon verbally and in writing between the Customer and the Supplier, consisting of offers and/or contracts with attachments, any other written and verbal agreements, and these conditions. Conditions specifically agreed upon supersede these general terms and conditions.

A binding agreement is considered formed when the Customer’s verbal or written acceptance of the Supplier’s offer is received by the Supplier. A binding agreement is also considered formed when the Supplier accepts the Customer’s order, when the Assignment is initiated, etc. The Supplier reserves the right to decline any order.

  1. SUPPLIER’S OBLIGATIONS

The Supplier undertakes to provide the agreed-upon delivery (the Assignment). The Supplier shall ensure that the Assignment is carried out by qualified personnel and in compliance with relevant laws and regulations.

The Supplier shall promptly notify of any circumstances that the Supplier understands or should understand may affect the execution of the Assignment, including any expected delays.

  1. CUSTOMER’S OBLIGATIONS

The Customer commits to adhering to the terms of the Agreement between the parties and to actively assist in the execution of the Assignment, including facilitating the Supplier’s performance of the Assignment. In this regard, the Customer shall use qualified personnel and act in accordance with applicable regulations, have necessary permits and insurances, so that the Supplier’s Assignment is not impeded or its personnel exposed to undue risk.

The Customer shall respond to inquiries from the Supplier without undue delay and immediately notify of any circumstances the Customer understands or should understand may affect the execution of the Assignment, including expected delays/obstacles, changes in contact person, etc.

The Customer shall exercise ordinary care for the Supplier’s equipment in the Customer’s possession or temporarily located with or stored by the Customer. The Customer shall ensure necessary maintenance and cleaning so that the equipment is not lost, damaged, or deteriorated beyond what can be attributed to normal wear and tear during the contract period. The Customer must not move the Supplier’s equipment unless agreed upon. In case of damage or other significant matters concerning the equipment, the Customer shall immediately notify the Supplier.

The Customer shall only use the Supplier’s services, materials, technical solutions, systems, etc., within the framework of the Agreement. The Supplier’s equipment is labeled and shall remain the property of the Supplier. The Customer shall keep the equipment labeled and separate from the Customer’s assets.

  1. REQUIREMENTS FOR DELIVERY.

The Customer shall ensure and bear the cost that all waste delivered to the Supplier meets the quality requirements and has the documentation specified by the current regulations, the Agreement with the Supplier, fact sheets available at www.perpetuum.no, and requirements for the respective waste type in the form of basic characterization (with/form), sorting, packaging, declaration (with/form), analysis/environmental report, etc.

In case of breach of this obligation, deviations occur, giving the Supplier the right to reject the waste and arrange for its return to the Customer at the Customer’s expense. The Supplier has the right to inspect the waste from delivery onwards, and in case of suspected deviations, take samples/analyses of the waste at the Customer’s expense.

The Supplier may choose to accept the waste despite deviations. The Customer shall then pay all costs incurred by the Supplier in connection with this, including price according to the current price list if the waste constitutes a different waste fraction than agreed upon and the Supplier chooses to deposit it in its own landfill, all additional costs plus surcharges related to delivery to another reception facility for further waste management if the Supplier does not have permission to treat it itself or chooses not to treat it itself for reasons, any fees/costs set by the Supplier at any time related to reclassification, sorting, packaging, declaration, etc., in case of deviations.

According to the regulations, the Customer is responsible for the waste until final disposal has taken place, but the Supplier has the right to dispose of the waste after delivery/collection and decides where it shall be delivered, processed, and finally disposed of.

In case of deviations, ownership of the waste does not transfer to the Supplier unless the Supplier accepts receipt. When ownership of the waste does not transfer to the Supplier, the Customer retains all responsibility (including producer responsibility) for ensuring that the waste is handled in accordance with current laws and regulations. The provisions above apply regardless of who possesses the waste.

  1. PRICES

Current prices are stated in the Agreement between the parties or the Supplier’s current price list if price is not expressly agreed upon. Prices are stated exclusive of value-added tax and in NOK unless otherwise agreed. If the price is quoted in a currency other than Norwegian kroner, the Customer bears the currency risk for any fluctuation between the Norwegian krone and the quoted currency from the offer date to the payment date.

Additional costs incurred during the execution of the Agreement will be charged to the Customer. This may include, for example, waiting time, toll charges, ferry costs, overtime, extra waste, assistant personnel, or other items not specifically listed in the price list.

The Supplier may adjust prices semi-annually without prior notice, with binding effect for the Customer, corresponding to the change in the Statistics Norway’s consumer price index, based on the index for the month the Agreement was entered into. Transport prices are adjusted according to the Statistics Norway’s index for transport.

Furthermore, the Supplier has the right to immediately and without prior notice change prices if there are changes in public fees/taxes, including landfill fees and destruction fees, changes in raw material prices that the Supplier cannot influence, and prices to third parties for economically cyclical waste fractions such as metals and recycled paper.

  1. PAYMENT TERMS

Unless otherwise agreed, invoicing is done in arrears with a due date of 15 days from the invoice issuance date. Administration costs on invoices apply. Invoices are preferably sent as electronic trading formats (EHF), or to the Customer’s registered address unless otherwise specified.

The Supplier reserves the right to conduct credit checks and demand advance payment or security. Late payment incurs reminder fees and interest on arrears. The Supplier reserves the right to set off against the customer.

  1. CANCELLATION

For ongoing agreements where the Customer places orders/call-offs, cancellation must occur with at least 1 working day’s notice. In case of cancellation later than this, including during ongoing Assignment, the Customer must pay (1) the amount the Supplier is entitled to for work already performed, (2) the Supplier’s documented additional costs related to rearrangement of personnel, (3) other direct costs incurred by the Supplier as a result of the cancellation, and (4) a fee of 7 percent of the agreed or foreseeable compensation for the canceled Assignment.

  1. CHANGES TO THE AGREEMENT

If the conditions under the Agreement change after the agreement has been entered into, with significance for the Supplier’s performance, the Supplier may demand that the Agreement be adjusted and adapted to the new conditions regarding price, execution, timing, and other necessary adjustments.

This applies regardless of whether the changed conditions are due to the Customer’s lack of information to the Supplier or not. The Supplier must notify the Customer of such changes within a reasonable time.

  1. DURATION, CHANGES, AND TERMINATION

The Agreement period runs from the date the agreement is deemed entered into, cf. item 1, and for the duration agreed upon.

If duration is not agreed upon, the agreement period is 2 years. During the agreement period, the Agreement is binding between the Supplier and the Customer, and the Customer may not use anyone other than the Supplier to perform the type of services covered by the Agreement.

The Customer’s termination of the Agreement shall be in writing and received by the Supplier no later than six months before the end of the agreement period.

If termination in accordance with these conditions does not take place, the Agreement is extended by a new corresponding agreement period as originally agreed (normally 2 years).

Termination by the Supplier shall be in writing, and received by the Customer no later than one month before the end of the agreement period.

Upon termination of the Agreement, regardless of how this occurs, the Customer shall return all equipment belonging to the Supplier.

  1. CUSTOMER’S BREACH AND LIABILITY

The Supplier is entitled to claim compensation for any direct and indirect loss the Supplier may suffer and all costs incurred in connection with the Customer’s breach.

In case of breach, the Supplier is further entitled to terminate the Agreement with immediate effect. This also applies if the Customer enters into debt negotiations, composition, bankruptcy, or similar. Such breach may include errors, deviations, failure to notify according to point 3, delays, unavailability, service, or similar.

In case of payment default, the Supplier has the right to suspend the fulfillment of its part of the Agreement until the Customer has made payment plus any late fees, costs, and losses. The Customer is liable for loss, damage, general deterioration, and lack of maintenance of the Supplier’s equipment in the Customer’s possession. This applies regardless of the cause of such loss, damage, or deterioration, including whether it is due to the Customer itself, its employees, tenants, or third parties.

  1. SUPPLIER’S BREACH

If the Supplier substantially breaches its obligations, the Customer may terminate the Agreement. The Customer may further claim compensation for loss resulting from substantial delay or substantial defect.

However, termination or compensation can only be claimed 14 days after written notice thereof has been received, and the noted breach has not ceased/rectified within such deadline.

Any complaints must be made without undue delay after the Customer discovers or should have discovered the breach. Failure to make a complaint or late complaint deprives the Customer of the right to assert the breach.

No compensation for indirect loss can be claimed. The Supplier is not liable for the Customer’s direct or indirect loss as a result of loss of or reduced production/sales, third-party loss, other loss due to errors, deviations, delays, unavailability/service, or similar. This applies to all services, products, and material provided by the Supplier, including operation, adaptations, consulting.

Any liability for compensation is in any event limited to the last paid compensation from the Customer. Customer breach sanctions do not apply as far as the Supplier demonstrates that the breach is due to an obstacle beyond the Supplier’s control that the Supplier could not reasonably have taken into account at the time of the agreement or avoided or overcome the consequences of. The loss or alteration of the Supplier’s public-law permits is considered such an obstacle. In case of force majeure, the Supplier’s obligations are suspended, and the Customer cannot make any claims against the Supplier.

  1. CONFIDENTIALITY

The Supplier and the Customer are obliged to maintain confidentiality about any matter of a confidential nature, also after the agreement period. This includes information about technical matters, routines, and matters related to the other party’s operations, prices, etc.

  1. ASSIGNMENTS OF SUBCONTRACTORS

The Customer may not transfer the Agreement or services arising therefrom without consent.

The Supplier has the right to transfer all or parts of the Agreement to companies affiliated with Perpetuum, partners, or subcontractors.

  1. CHANGES TO CONDITIONS

These general terms and conditions apply as they stand between the Supplier and the Customer. The Supplier has the right to make changes to the conditions, and such changes take effect immediately after being published on the Supplier’s website.

  1. DISPUTES

Disputes shall be sought to be resolved through negotiations. If these do not lead to a resolution, the dispute shall be settled under Norwegian law by the ordinary courts with Nord-Troms as the legal venue.

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