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General Contractor Invoicing - PDF by wwd12647

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									                                      GENERAL TERMS AND CONDITIONS                                    GOODS 05:1
                                        FÖRSVARETS MATERIELVERK

1.     INTRODUCTION                                            The Contractor shall not be liable for infringement
These general terms and conditions shall apply so far as       pursuant to the preceding paragraph to the extent that
they are not altered by written agreement between the          such infringement is directly attributable to materiel
Parties. Terms and conditions specified by a tenderer are      supplied by FMV or to solutions or procedures prescribed
valid only if they are confirmed in the Agreement.             by FMV contrary to the Contractor's written objection.
Amendments of the terms and conditions in the
Agreement shall be made in writing.                            The Contractor and FMV shall keep each other informed
                                                               of claims arising from alleged infringement of intellectual
2.     USE OF GOODS/SERVICES                                   property rights.
The Contractor is aware of the environment in which the
goods/service will be used and the method of use and           If infringement occurs, the Contractor shall, in addition to
warrants that the goods/service is well suited to this         that stated in the first pa¬ragraph, at its own expense
environment and use.                                           either modify the data/goods/services so that infringe-
                                                               ment no longer occurs, or reach an agreement with the
3.     TITLE AND RIGHT OF USE ETC                              right-holder. If the data/goods/services are modified, the
3.1. Title                                                     Contractor shall be responsible for ensuring that their
Drawings, software and other technical data handed over        agreed function, performance and utility remains
by one Party to the other Party before or after the            unaffected and that there will be no cost increase for its
Agreement is entered into remain the property of the           future use.
respective Party.
                                                               If a claim is made in respect of the Contractor's liability
3.2. Right of use - general                                    pursuant to this clause, the Contractor shall at its own
At the time of delivery/part-delivery at the latest the        expense apply to become a party to any court proceed-
Contractor shall, if FMV so requests, at no extra charge       ings where an action is brought against FMV and/or other
supply FMV with sufficiently detailed information and          authorities under the Swedish Ministry of Defence and for
technical data for FMV to be able to carry out installation,   such purpose, as well as otherwise, assist FMV and/or
activation, operation and maintenance (including day-to-       mentioned authorities to the best of its ability in the case
day repairs) of all parts of the goods. FMV right to use       of alleged infringement of any intellectual property rights.
includes a right to copy, reproduce, independently
combine and translate to another language such                 4.    MARKING AND PACKING OF THE CONSIG-
information and such data, in its entirety or parts thereof,         MENT
to the extent FMV needs for the mentioned right of use.        The Contractor shall when making delivery/part-delivery
                                                               mark each piece with FMV’s order number, warehouse
The restrictions specified in clause 3.3 below on FMV's        code and a consecutive number for each piece.
right to use technical data handed over to FMV shall not
apply to the data mentioned in this clause.                    The Contractor shall be liable for any loss and/or damage
                                                               to goods that is caused by defective packaging, marks or
3.3. Restrictions on right of use                              loading effected out by the Contractor.
FMV shall be entitled at no extra expense to use, copy
and reproduce data handed over by the Contractor and           5.      DELIVERY NOTIFICATION
solely intended for manufacture of the goods or part           The Contractor shall before delivery notify FMV in writing
thereof only to the extent necessary for inspection of the     that the goods/services are ready for delivery inspection.
delivery/part-delivery or for its proper use by FMV.
                                                               FMV shall receive such notification not later than fourteen
This data may not be used, copied or reproduced by             (14) working days before the day the goods/services are
FMV or be handed out or otherwise disclosed to a third         ready for delivery inspection.
party without the Contractor's written consent other than
as specified in the preceding paragraph unless otherwise       Delivery notification shall specify the following:
follows from statutory or other legal provisions.
                                                               -    Date when the goods/services will be ready for FMV
Data handed over by FMV to the Contractor may not                   delivery inspection
without FMV's consent be used by the Contractor, or be         -    FMV's order number
copied or reproduced other than for internal use in            -    Contents of the delivery with item numbers
connection with the submission of a tender to FMV or in        -    Reference numbers and descriptions in accordance
order to carry out work on behalf of FMV.                           with FMV Agreement

3.4. Infringement of intellectual property rights              If, at FMV's delivery inspection, it is found that the
The Contractor shall be liable for damages and other           goods/services can not be considered ready for such
costs which may arise both for the Contractor and for          inspection, FMV shall be entitled to compensation from
FMV and/or other authorities under the Swedish Ministry        the Contractor for costs which it has incurred directly on
of Defence as a result of any infringement of intellectual     account thereof.
property rights as a consequence of manufacture or use
of the data/goods/services.



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6.     DAY OF DELIVERY                                          7.3.     Invoicing in case of delivery inspection at the
Provided that FMV does not reject a delivery/part-                       Contractor's premises
delivery, the day of delivery shall be deemed to be             Invoices in respect of delivery shall be accompanied by a
                                                                certificate of conformity approved and signed by FMV
(in the case of FMV delivery inspection at the Contrac-         and, where applicable, a copy of the consignment note
tor's premises)                                                                 h
                                                                showing that t e delivery has been delivered to FMV's
                                                                carrier and a copy of the packing note.
-    the day notified by the Contractor as being the day
     when the delivery/part-delivery is ready for such          If, in the above cases, the invoice is not accompanied by
     inspection.                                                a copy of the consignment note, the Contractor shall
                                                                provide written certification of the manner and time at
(in the case of FMV delivery inspection at the recipient's      which the delivery has otherwise been delivered to FMV.
premises)
                                                                If the delivery has not been inspected on delivery and/or
-    the day the delivery/part-delivery is dispatched or,       collected by FMV within 13 days of the day that shall be
     where the recipient has given notice of its inability to   deemed to be the day of delivery pursuant to clause 6.,
     accept the delivery/part-delivery, the day notified as     and this is due to circumstances for which FMV is
     being the day when it is ready for dispatch.               responsible, the Contractor shall be entitled to provide
                                                                FMV with an invoice stating that delivery inspection
If delivery inspection is to take place at the Contractor's     and/or collection have not occurred within the prescribed
premises, an FMV inspector shall arrive to carry out such       period.
inspection within 10 days of the day when the deliv-
ery/part-delivery is expected to be ready for delivery          7.4.    Invoicing in case of delivery inspection at the
inspection. Should FMV's inspector fail to arrive within                recipient's premises
the specified period and the delivery/part-delivery is not      Invoices in respect of a delivery shall, where applicable,
collected by FMV's carrier within 13 days of the day of         be accompanied by a copy of the consignment note
delivery, the Contractor shall be entitled to dispatch the      showing that the delivery has been delivered to FMV's
delivery/part-delivery after providing FMV with a delivery      carrier and a copy of the packing note.
document certifying that the delivery/part-delivery was
found to be fit for delivery when inspected by the              If, in the above cases, the invoice is not accompanied by
Contractor. The time limits specified above for FMV's           a copy of the consignment note, the Contractor shall
inspection and collection are based on the assumption           provide written certification of the manner and time at
that FMV receives delivery notification not later than the      which the delivery has otherwise been delivered to FMV.
specified time. Otherwise the specified time limits shall be
correspondingly postponed.                                      Documents specified in this clause shall be received by
                                                                FMV Granskning not later than 30 days before the expiry
However, in no case shall the day of delivery be deemed         of the payment period.
to be a day earlier than what is agreed in this Agree-
ment/order, except by FMV's consent in writing.                 7.5. Invoicing in case of a cost contract
                                                                In the case of invoicing of activities performed under a
Delivery/part-delivery shall not occur earlier than as          cost contract, invoices and any other documents in
agreed in this Agreement/order, except by FMV’s                 respect of work carried out during the preceding calendar
consent in riting.                                              month shall be received by FMV Granskning not later
                                                                than 30 days before the expiry of the payment period.
7.     TERMS OF PAYMENT
7.1. Invoicing - general                                        In addition to what is stipulated above in clause 7.2, in-
The Contractor shall supply FMV with an original invoice        voices shall specify material/materiel consumed, type
and one copy. The invoice shall specify items as                and scope of work completed specifying work volume,
described in clause 7.2.                                        due date, number of hours worked and hourly rate
                                                                charged for each person that has participated in the
The Contractor shall present the invoices to FMV at the         commission, and there shall also be a progress report
earliest on the date of completion of delivery/part-            showing invoicing to date and remaining contract price
delivery.                                                       payable.

Terms unilaterally included in invoices by the Contractor       Requested compensation regarding travel expenses and
shall not bebinding on FMV.                                     per diem allowances shall, if a right to such expenses
                                                                has been agreed in writing, be shown separately.
7.2. Specification of invoices
Invoices shall always specify FMV's order number,               7.6. Payment period
description of the goods or services, agreed price per          Where clause 7.3. applies, the Contractor shall be
item, to which the delivery relates, value added tax if any,    entitled to receive payment within 17 days of the day the
agreed delivery time and quantity/number in the delivery        invoice is received by FMV Granskning, provided that the
in question, as well as the reference person or persons         invoicing provisions of clause 7.3. have been observed.
specified in the Agreement/order.




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Where clause 7.4. applies, the Contractor shall be
entitled to receive payment within 30 days of the day           e) if the Contractor fails to perform other conditions of
deemed to be the day of delivery pursuant to clause 6.             this Agreement and this may be regarded as consti-
provided that the invoicing provisions of clause 7.4. have         tuting a substantial breach of contract.
been observed.
                                                                If delivery is to take place by means of separate part-
Where clause 7.5. applies, the Contractor shall be              deliveries and FMV cancel the Agreement in respect of a
entitled to receive payment within 30 days of the day the       part-delivery, FMV may at the same time cancel the
invoice is received by FMV Granskning provided that the         Agreement in respect of part-deliveries already made or
invoicing provisions of clause 7.5. have been observed.         to be made at a later date, if, as a consequence of the
                                                                fact that one part delivery is dependent on another part-
If an invoice and/or other specified documents are              delivery, FMV would suffer serious inconvenience by
received by FMV later than as stipulated above, FMV's           abiding by the Agreement in respect of said part-
liability to make payment pursuant to this clause shall be      deliveries.
postponed correspondingly.
                                                                If FMV cancel the Agreement as a result of delay in
8.     LATE DELIVERY                                            delivery caused by circumstances constituting force
If the Contractor finds that the agreed delivery time           majeure pursuant to clause 11, FMV has a right and a
cannot or appears unlikely to be met, it shall without          duty to accept that part of the Agreement performed in
delay notify FMV of this in writing specifying the order        respect of delivery which is not defective and which may
number.                                                         be of benefit to FMV without FMV needing to take
                                                                extensive mea¬sures. In connection herewith FMV shall
Such notification shall include the reason for the delay        pay compensation to the Contractor corresponding to the
and, if possible, the time when it is expected that             agreed price for the part of the Agreement which has
delivery/part-delivery can be made. If the Contractor fails     been accepted.
to give such notification within a reasonable time, FMV
shall be entitled to compensation for any loss or damage        10.     WARRANTY
that could have been avoided if notification had been           The Contractor undertakes in accordance with that
given in due time.                                              stipulated below to remedy all defects arising in design,
                                                                material, services or manufacture
If late delivery is due to FMV or circumstances within
FMV's control or circumstances specified in clause 11.,         The Contractor's liability only extends to defects
delivery time shall after notification has been given as        appearing within one year of the day of delivery defined
specified above, be extended to a time jus tified by the        in clause 6.
circumstances.
                                                                Replacement or modified parts or services supplied are
9.    CANCELLATION FOR DEFAULT                                  subject to warranty on the same terms and under the
FMV shall be entitled to cancel all or part of this             same conditions as those applying to the original
Agreement with immediate effect                                 goods/services for a period of one year. This provision
                                                                does not apply to other parts of the goods/services for
a) if delivery/part-delivery is not performed or is             which the warranty period is extended only by the time
   performed late and this is not due to FMV or circum-         during which the goods/services have been unusable as
   stances on FMV's part and the delay exceeds one              a consequence of a defect or defects falling within the
   third of the original agreed delivery time or, regardless    scope of this clause.
   of the length of the delivery time, has lasted more
   than six (6) months; or                                      For the purposes of calculating remaining warranty
                                                                period a defect shall be deemed to have arisen the day
b) if delivery/part-delivery is defective and this is not due   the defect appears. FMV shall notify the Contractor of its
   to FMV or circumstances on FMV's part and the                warranty claim as soon as possible. In order to be valid
   defect may be regarded as a substantial breach of            such notification must have been received by the
   contract; or                                                 Contractor not later than three (3) months after the defect
                                                                appeared.
c) if FMV has good cause to suppose that a breach of
   contract pursuant to a) or b) above, conferring enti-        After having received notification of a defect falling within
                                                      e
   tlement to cancellation for default, will occur in r -       the scope of this clause from the recipient, the Contractor
   spect of a future delivery; or                               shall remedy such defect with all haste and at its own
                                                                expense. If the defect is such that it is not appropriate to
d) if enforcement by a legal authority of a judgement or        carry out repairs or other work where the goods are
   an enforceable decision of any other kind has shown          located/services are carried out, the recipient shall return
   the Contractor to be lacking the means of making full        to the Contractor the part in which a defect falling within
   payment of a claim which is the subject of the judge-        the scope of this clause has arisen in order that repair or
   ment or decision, has suspended payments, an                 replacement may be carried out. The Contractor shall be
   application has been made to a court or a public             deemed to have fulfilled its obligations pursuant to this
   authority for corporate restructuring regarding the          clause in respect of the defective part by delivering a fully
   Contractor pursuant to a legislation act or the Con-         satisfactory repaired or replacement part or redone work
   tractor has been declared bankrupt, or                       to the recipient.


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                                                               12.    AMENDMENTS AND ADDITIONS; SUBSTITU-
Unless otherwise agreed, FMV shall return defective                   TION OF A PARTY
parts to the Contractor FREE CARRIER, the place where          12.1. Amendments and additions
the goods are located/services were carried out FCA as         If FMV or the Contractor finds it necessary to make
per INCOTERMS 2000.                                            amendments or additions to the Agreement or to an
                                                               appendix forming part of the Agreement or other re-
The Contractor shall return repaired or replacement parts      ference, the Contractor shall provide FMV with a written
supplied to FMV DELIVERED DUTY PAID the place FMV              account on the consequences thereof.
specifies DDP as per INCOTERMS 2000 excluding
taxes.                                                         Regardless of whether such amendment or addition is
                                                               initiated by FMV or the Contractor and regardless of
If the Contractor refuses to fulfil its obligations pursuant   whether it affects performance/function/price/time of deli-
to this clause or, despite being requested to take             very or other agreed terms, the amendment or addition
necessary measures with due haste, fails so to do, FMV         shall be preceded by a written offer from the Contractor
is entitled to have necessary repairs and other work           and a written agreement from FMV before it can be car-
carried out at the Contractor's risk and expense, provided     ried out.
that in so doing FMV uses its reasonable judgement.
                                                               The Contractor shall use its endeavours to ensure that
The Contractor's liability only extends to defects arising     the impact on costs and time schedules is as favourable
under the working conditions envisaged in the Agreement        as possible for FMV.
and in the case of proper use. It does not extend to
defects caused by inadequate maintenance, incorrect            The Contractor shall give FMV reasonable time for
storage or incorrect installation on the part of FMV,          consideration and inform FMV of the deadline for making
alterations made without the Contractor's written consent,     a decision if such deadline is critical in respect of delivery
repairs incorrectly carried out by FMV or normal wear and      pursuant to the Agreement.
tear or deterioration.
                                                               The Contractor shall offer prices in respect of amend-
The Contractor is not liable to pay any compensation to        ments and additions in the same price form and at the
FMV either for loss of profit, production drop-out or any      same price level as the main agreement so that the new
other loss as a consequence of that the goods/services         price agreement can be drafted as an addition to or
can not be used in the intended way, unless it is clear        deduction from the agreed price.
from the circumstances that the Contractor has been
grossly negligent.                                             12.2. Assignment
                                                               Neither Party shall be entitled without the other Party's
Regardless of the provisions of this clause above, the         consent in writing to put another party in its place. FMV
Contractor's warranty obligations do not extend to any         shall however be entitled to assign all or part of the
part of the goods/services for more than 2 years from the      Agreement to another Swedish government authority.
commencement of the original warranty period.
                                                               13.    LIMITATION OF LOSS OR DAMAGE
11.     FORCE MAJEURE                                          Any Party claiming breach of contract shall take all
The following circumstances shall be deemed to                 measures necessary to limit the loss or damage arising in
constitute grounds for discharge from the Agreement if         so far as this is possible without incurring unreasonable
they occur after the Agreement has been entered into           expense and inconvenience.
and the due performance of the Agreement is thereby
prevented and it may not be considered that the                14.    HEALTH AND SAFETY
Contractor ought to have taken such circumstances into         The Contractor shall be responsible for ensuring that
account at the time of entering into the Agreement and         goods/services meet safety requirements specified by
whose consequences could not reasonably have been              law, ordinance or regulations issued by supervisory
avoided or circumvented by the Contractor: general             authorities at the time of delivery. During the time that
labour conflict and any other circumstances, such as fire,     FMV personnel are present on the Contractor's premises,
war, mobilisation or unforeseen military call-up of            the Contractor is responsible for co-ordination of
corresponding extent, requisition, seizure, insurrection       measures to prevent injury to health and accidents.
and riot, general shortage of qualified labour, general
scarcity of means of transport, general shortage of            FMV has the same responsibility for co-ordination when
goods, general and enduring restrictions on the supply of      the Contractor's personnel are present at FMV.
motive power, as well as delay in deliveries from sub-
contractors as a consequence of circumstances falling          The Parties each undertake in respect of their personnel
within the scope of this clause, where the Contractor or       to inform said personnel of the duty of each of them to
sub-contractor has not caused or contributed to such           follow the instructions which the other Party issues for the
obstacle. However, FMV reserves its rights to cancel for       purpose of preventing injury to health and accidents at
default according to this Agreement.                           work.

The aforesaid shall also apply in respect of undertakings
which it is FMV's duty to perform.




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15.     ARBITRATION AND APPLICABLE LAW
15.1. Arbitration
Any dispute, controversy or claim arising out of or in
connection with this Agreement shall be settled by
arbitration in accordance with the Rules of the Arbitration
Institute of the Stockholm Chamber of Commerce.

The Contractor may not break off or postpone the
execution of the performance of its obligations pursuant
to this Agreement on the grounds that arbitration
proceedings have been applied for or are in progress.

15.2. Applicable law
This Agreement/order shall be governed by Swedish law.




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