eneral

Conditions
forthe
Supply of
Industrial
Works
 General

Conditions
for the
Supply of
Industrial
Works

Table of contents
1 | Applicability 2
2 | Definitions 3
3 | Scope of the Works 5
4 | Priority of Contract Documents and Provisions 6
5 | Co-ordination and Working Conditions 7
6 | Subcontracts 8
7 | Documentation 9
Й 8 1 Variations 1O
9 | Purchaser’s Obligations at Erection, etc 12
10 | Tests and Inspection 13
11 | Final Adjustement 14
12 | Final Inspection 15
13 | Tests on Completion 16
14 | Taking Over 17
15 | Performance Test 18
16 | Liquidated Damages 2O
17 | Defects 21
18 | Termination 23
19 | Liability for Personal injury and Damage to Property 25
20 | Payment 26
21 | Securities, Title to Works and Materials 27
22 | Confidentiality 28
23 | Rights to Computer Software, Infringement
of Third Parties' Intellectual and Other Property Rights 29
24 | Grounds for Relief (Force Majeure) 30
25 | Limitation of Liability 31
26 | Arbitration, Applicable Law 32

WI?
Teknikfb'retagen ©The Association of Swedish Engineering Industries
 1 | Applicability
Applicability 1.1. These General Conditions shall apply save as varied by written agree- _ _
ment between the parties. .-*
 Definitions
Works 2.1. ”Works” — products, materials, computer software and documen—
tation, which the Contractor shall supply, and work and other underta-
kings to be performed by the Contractor in accordance with the
Agreement.

Site 2.2. ”Site” — the place where the Works are to be erected, together with
adjacent areas for transport, unloading and storage of products, materi-
als and equipment.

Agreement 2.3. ”Agreement” — the contract or other written agreement entered

into between the Contractor and the Purchaser regarding supply of the
Works, including appendices, and amendments and additions agreed in
writing. Written or oral statements by the parties made before or in con-
nection with entering into the Agreement are only a part of the Agree-
ment if expressly incorporated therein.

Main Time Schedule 2.4. ”Main Time Schedule” — document specifying the times which are
important for the supply of the Works, such as the times for supply of
documents and equipment, purchase of materials, manufacture, inspec-
tion and testing, delivery of products and materials and for the success-
ive erection of the Works.

Final Adjustment 2.5. ”Final Adjustment” — testing of functions in the Works and other
measures carried out, without the purpose of production, in order to
ascertain whether their condition is such that the Works can be expec—
ted to have the agreed operating characteristics at the Tests on Comple-
tion.

Contract Price 2.6. "Contract Price” — the amount to be paid by the Purchaser for the
Works, excluding value added tax.

Site Representative 2.7. "Site Representative” — representative of either party who, from
the start of erection until taking over, on behalf of that party is author-
ised to make decisions concerning activities on the Site.

Performance Test 2.8. ”PerformanceTest” — test intended to demonstrate that the Works
under production meet the special requirements regarding performance
and other characteristics which are specified in the Agreement and the
fulfilment of which, according to the Agreement, shall be ascertained at
the Performance Test.

Project Representative 2.9. ” Project Representative” — representative of either party who, until
taking over of the Works, on behalf of that party is authorised to make
decisions regarding amendments and additions to the Agreement and
other measures for fulfilment of the Agreement.

Tests on Completion 2.10. ”Tests on Completion” — testing intended to demonstrate that the
Works under production exhibit the operating characteristics which the
Agreement specifies that it shall have at taking over.

Party Responsible 2.11. ” Party Responsible for Co—ordination” —— the party who is respon-
for Co-ordination sible for co—ordination of the work on Site of, on the one hand the Con-
tractor and his sub—contractors, and on the other hand the Purchaser
and his other contractors.
Co-ordination Time Schedule 2.12. "Co—ordination Time Schedule" — document based on the Main
Time Schedule, Which defines the times and stages of work, which are
important for co—ordinating the work and undertakings of the Contractor,
the Purchaser and other contractors.

Written Notice 2.13. "Written Notice" — document from a party which identifies the
sender and reaches the other party by post, messenger or other means,
and message from a party which identifies the sender and reaches the
other party by telefax or by electronic mail confirmed by the receiving
party. Minutes from a meeting which have been signed by both parties
shall also constitute a Written Notice.

Final Inspection 2.14. "Final InspeCtion” — inspection of the Works in order to ascertain
whether they are in accordance with the Agreement, except in respect
of characteristics which are to be demonstrated by theTests on Comple-
tion and the Performance Test.
 Scope of the Works
Scope of the Works 3.1. The Works shall have the scope defined in the Agreement, and shall
within its defined limits include that which is required in order that the
Works shall have the operating characteristics and performance speci-
fied in the Agreement, but not that which according to the Agreement
shall be provided by the Purchaser.

Laws, Regulations 3.2. TheWorks shall at taking over comply with the laws and regulations,
which apply to the Works and are in force or have been adopted at the
date of taking over. The Works shall further at taking over comply with
rules and instructions issued by the competent authorities and as cur-
rently applied.
Variations — see Clause 8.
 Priority of Contract
Documents and Provisions
Priority of 4.1. If the Agreement contains conflicting provisions, the provisions in
Contract Documents the contract or corresponding document shall have priority over provi-
sions in the appendices.
The appendices shall — unless otherwise clearly dictated by the cir-
cumstances — apply in the order specified in the contract or correspon-
ding document.

Priority of Provisions 4.2. If one contract document or different contract documents of the
same priority contain conflicting provisions, then — unless the circum-
stances clearly dictate otherwise — that provision shall apply which re—
sults in the lowest cost for the Contractor.

Measurements 4.3. Measurements, which are given in figures or letters and which are
not clearly incorrect, shall have priority over scaled measurements.
 5 | Co-ordination and
Working Conditions
Party Responsible 5.1. Unless otherwise specified in the contract or corresponding docu-
for Co-ordination ment, the Purchaser shall be the Party Responsible for Co-ordination.

Main Time Schedule 5.2. The Agreement shall include the Main Time Schedule as agreed
between the parties.

Co-ordination 5.3. The Party Responsible for Co—ordination shall as soon as possible
Time Schedule prepare a Co—ordination Time Schedule.
The other party shall give the Party Responsible for Co-ordination the
information required for preparing the Co—ordination Time Schedule.

Obligation to Notify 5.4. Each party shall by Written Notice without delay inform the other
party of circumstances regarding the first party's undertakings which
may cause the Main Time Schedule or the Co-ordination Time Schedule
to be changed.
If either party fails to give such notice without delay, the other party
is entitled to compensation for costs, which could have been avoided if
a notice had been given without delay.

Project Representative, 5.5. The Contractor and the Purchaser shall each appoint a Project Re-
Site Representative presentative and a Site Representative.
Each party shall by Written Notice inform the other party of the iden-
tity of its representatives and of any restrictions in their authority.

Working Conditions 5.6. The Purchaser shall ensure that the erection can be carried out
on the Site under conditions which satisfy the laws and regulations applicable to
the working conditions on the Site. The Purchaser shall by Written
Notice inform the Contractor of the safety regulations in force on the
Site.

Observance of 5.7. The Contractor shall ensure that his personnel and the personnel of
Safety Regulations his subcontractors observes the safety regulations in force on the Site.
This shall not affect the Purchaser’s obligations under Sub-clause 5.6.
The Purchaser may deny access to the Site to any of the Contractor’s

_
personnel who fail to observe the safety regulations.

_
_
__
5.8. The Contractor shall by Written Notice inform the Purchaser of any

__
Hazards for

______ _
the Environment special hazards for the immediate environment, which may be caused
_____

by the erection.

Diary 5.9. The Contractor shall keep a diary regarding circumstances, which
are of importance to the work on the Site.
.
.....
.-

The Contractor shall regularly submit the diary to the Purchaser for
..._-_...

attestation. Such attestation shall not constitute an amendment or addi-

tion to the Agreement, but shall, unless otherwise noted, only signify
..І'-=

that the statement regarding the facts is accepted.

 Subcontracts
Replacement 6.1. The Contractor shall at the Purchaser’s request name the subcon-
of Subcontractors tractors which are of special importance to the Purchaser. Such sub-
contractors may not be replaced without the Purchaser's consent by
Written Notice.The Purchaser shall give his consent unless he has rea—
sonable grounds to refuse.

Responsibility 6.2. The Contractor shall have the same responsibility towards the Pur-
for Subcontractors chaser for the undertakings of his subcontractors as for his own under—
takings.
 9 l

7 | Documentation
Documentation for the 7.1. Each party shall at the agreed time, or — if no specific time has been
Execution of the Works agreed — within a reasonable time after the Agreement was entered
into, provide the other party with the agreed number or at least one
copy of the documentation which is necessary to enable the other party
to fulfil his obligations.

Ownership 7.2. The documentation referred to in Sub-clause 7.1 shall remain the
property of the party who provided it.

Documentation for 7.3. The Contractor shall at the agreed time, or — if no specific time has
Commissioning, Operation been agreed — no later than at taking over of the Works, provide the
and Maintenance Purchaser with the agreed number or at least one set of the documen-
tation which is needed by the Purchaser for commissioning, operation
and maintenance of the Works, but not for the manufacture of spare
parts.

Review of Documentation 7.4. Each party shall notify the other party of the result of any agreed
review of documentation within the agreed time or — in the absence of
agreement thereon — no later than three weeks after receipt of the do—
cumentation. In case of a repeated review the corresponding time shall
be one week. If a party fails to give such notice in time he shall be
deemed to have reviewed the documentation without objection.

Objection 7.5. If either party finds that it will be inconvenient or inappropriate to

execute the Works in accordance with documentation he has received
after the Agreement was entered into, he shall without delay inform the
other party thereof by Written Notice.

Return of Documentation 7.6. The documentation which has been provided - except documenta-
tion referred to in Sub-clause 7.3 — shall, at the request of the party who
has provided it, be returned at the expiry of the defects liability period
specified in Sub-clause 17.2.

Delay 7.7. If the provision of documentation by one party is delayed by a cause

for which the other party is responsible or by of a case of relief as defi-
ned in Sub-clause 24.1, the agreed times which are affected thereby
shall be extended by a reasonable period.
Liquidated damages in connection with delay in the provision of do—
cumentation — see Sub-clause 16.4.

Error/Omission in 7.8. Any additional cost for work or material due to an error or omission
Documentation discovered in the documentation before taking over of the Works shall
— Before Taking Over be borne by the party who provided the documentation. This does not
apply, however, if the error or omission is due to incorrect or incomplete
information from the other party.
Neither party shall be entitled to compensation for loss or damage
caused by errors or omissions in documentation except as specified in
this Sub-clause and in Clause 16 Liquidated Damages.

Error/Omission in 7.9. Defects in the Works, which are due to errors or omissions in docu-
Documentation mentation discovered after taking over of the Works — see Clause 17
— After Taking Over Defects.
I10

| Variations
Variations due to 8.1. The Contractor shall carry out variations which become necessary
Amendments in Laws, due to amendments in laws and regulations which apply to the Works,
Norms and and amendments in rules and instructions issued by the competent
General Practice authorities or in the application thereof. This obligation shall apply in re-
spect of all amendments which come into effect or are adopted after the
date of the tender and before the date of taking over of the Works.
The Contractor shall have the same obligation to carry out variations
in case of amendments of standards and norms, which, according to
the Agreement shall apply to the Works, provided that such standards
and norms have not been issued by either party.
If amendments to the above mentioned laws, regulations etc. come
to either party's knowledge, that party shall without delay inform the
other party thereof.

Other Variations 8.2. The Contractor shall further until taking over be obliged to carry out
such variations as the Purchaser requires in the agreed scope, design or
manner of execution of the Works.
The Contractor shall not, however, be obliged to carry out variations
which are of an extent or character which he could not reasonably have
foreseen when entering into the Agreement.

New Discoveries, Materials, 8.3. The Contractor shall inform the Purchaser of any new discoveries,
Working Methods, etc. materials and working methods applied by him, which are essential for
the Works.

Amendments of Terms 8.4. In case of variations under Sub-clauses 8.1 and 8.2 the Contract
of the Agreement Price, the date of taking over and other terms of the Agreement shall be
amended as may be reasonable.

Purchaser's Request 8.5. The Purchaser's request for a variation under Sub-Clauses 8.1 and
for a Variation 8.2 shall be made by Written Notice, and shall, in case of a variation in
accordance with Sub-clause 8.2, contain a detailed description of the
variation.

Notice regarding Terms 8.6. The Contractor shall, as soon as possible after he has received the
for a Variation Purchaser’s request referred to in Sub-clause 8.5, by Written Notice in-
form the Purchaser whether the variation can be carried out and, if so,
specify the manner of execution and the effects of the variation on the
Contract Price, the date of taking over and other terms of the Agree-
ment.
The Contractor shall also give such Written Notice as referred to in
the first paragraph when he becomes aware of the need for a variation
under Sub-clause 8.1.

Contractor'sCosts for 8.7. The Purchaser shall reimburse any costs incurred by the Contractor in
Examining a Variation examining the consequences of a variation requested by the Purchaser.

Disputed Variation 8.8. If the parties disagree on whether a certain work, which the Purcha-
ser requires to be performed, is included in the Contractor's obligations
under the Agreement, then the Purchaser shall in a Written Notice to the
Contractor specify the work he requires to be performed and that he
considers the work to be included in the Contractor’s obligations. This
shall also apply if the Contractor has refused to carry out a variation with
reference to Sub-clause 8.2, second paragraph.
The Contractor shall as soon as possible after receipt of the
Purchaser's notice under the first paragraph in a Written Notice specify
 11!

why he considers the work to fall outside his obligations and the effects
of the work on the Contract Price, the date of taking over and other
terms of the Agreement.

Referral to 8.9. If the Purchaser after receiving the Contractor’s notice in accor-
Independent Expert dance with Sub-clause 8.6 or 8.8, second paragraph, adheres to his re-
quest for a variation or that the work in dispute shall be performed, but
disagrees with the Contractor regarding the terms therefor, the Purcha-
ser may by Written Notice to the Contractor refer the dispute to be sett-
led by an independent expert.The Purchaser shall in his notice specify
the questions to be decided by the expert.
If the Purchaser does not refer a dispute regarding a variation to an
independent expert, the terms for the variation specified by the Contrac-
tor in his notice shall apply. In cases referred to in Sub-clause 8.2, se—
cond paragraph, the Contractor is not obliged to carry out the variation.

Contractor's Duty to 8.10. If the Purchaser so requests in his notice regarding referral of the
Execute Requested dispute under Sub-clause 8.9 or other Written Notice, the Contractor
Variation/Work shall carry out the variation or work on a time basis, pending the expert's
decision.This does not apply, however, where the Contractor with refe-
rence to Sub—clause 8.2, second paragraph has refused tocarry out the
variation.

Failure to Agree on 8.11. If the parties fail to agree on the choice of independent expert, the
Choice of Expert Purchaser may request that the independent expert shall be appointed
by the Arbitration Institute of the Stockholm Chamber of Commerce.
The Purchaser's request shall be made in writing with a copy to the
Contractor.

Procedure 8.12. Each party shall, within one week after he received notice of the
appointment of the independent expert, submit to the expert the docu-
ments he wishes to invoke. He shall thereby provide the other party
with a copy of the said documents. Each party may, thereafter within
one week after he received the other party's documents submit such
further documents as he wishes to invoke.
The expert shall inform the parties in writing of his decision with a
brief description of the reasons therefor no later than four weeks after
he received the documents invoked by the parties
The expert shall in his decision specify which party shall finally pay
his fee and costs and, where applicable, the fees of the Arbitration Insti-
tute.
Each party shall bear his own costs for the procedure.

Binding Character 8.13. The expert's decision shall be binding on the parties unless and
until they agree on a different solution or the question is decided by
arbitration in accordance with Clause 26 Arbitration, Applicable Law.

Notice of Dissatisfaction 8.14. A party who is dissatisfied with the decision by the independent
expert shall notify the other party thereof by Written Notice no later than
one month after he received the decision.
The question which has been decided by the expert may not be sub-
ject to arbitration unless either party has given notice of his dissatisfac-
tion as described in the first paragraph.

Revocation 8.15.The Purchaser may revoke his request under Sub-clauses 8.5 and
8.9. In case of such revocation the Purchaser shall pay the Contractor on
a time basis for the work he has carried out, and, where applicable, pay
the expert’s fee and costs and any fees of the Arbitration Institute.
Hz
9 l Purchaser's Obligations
at Erection, etc
Purchaser's Obligations
Obstructions During Erection
Compensation for
Contractor's Additional Costs
Extension of Time
9.1. The Purchaser's obligations in connection with the erection of the
Works are specified in the contract appendix Checklist.
9.2. If the Contractor's work on the Site is altered, delayed or must be
suspended due to a circumstance for which the Purchaser or his other
contractors are responsible, the Contractor shall, in addition to the Con—
tract Price, be entitled to compensation for:
— waiting time and time for extra journeys,
— additional work, including work to remove, secure and set up
erection equipment,
— costs incurred by the Contractor in having to keep his equipment
on the Site longer than foreseen,
- additional costs for travel, board and lodging for the Contractor's
personnel,
- other costs which the Contractor can show he has incurred due to
the alteration of the erection work.
9.3. If the Purchaser fails to perform his obligations under the Agree-
ment correctly and in time, including the obligations specified in the
contract appendix Checklist, he shall reimburse the additional costs not
covered by Sub—clause 9.2, which the Contractor incurs as a result there-
of.
9.4. In the cases referred to in Sub—clauses 9.2 and 9.3, the Contractor
shall be entitled to a reasonable extension of the time for completion.
This right shall apply even if the cause is a circumstance referred to in
Sub-clause 24.1 on the Purchaser’s side. In order to avail himself of this
right the Contractor must, however, request an extension of time by
Written Notice to the Purchaser without unreasonable delay after the
time when Contractor became aware of or should have realised the need
for an extension.
 13l

10 I Tests and Inspection

Inspection Programme 10.1. The Contractor shall, as soon as possible after the Agreement is
entered into, in co—operation with the Purchaser draw up a programme
(inspection programme) for the tests and inspection which are specified
in the Agreement or by law or regulations. The inspection programme
shall specify what is to be tested or inspected, the type of test and
inspection and the time and place.

Technical Requirements 10.2. If the technical requirements for tests and inspection have not
been specified in the Agreement, they shall be carried out in accordance
with the norms and principles normally applied by the Contractor.

Notice 10.3. The Contractor shall by Written Notice at least one week in advan-
ce inform the Purchaser of the time for tests and inspection which, ac-
cording to the inspection programme shall be carried out in the
Purchaser's presence.

Purchaser's Absence 10.4. If the Purchaser fails to attend a test or inspection of which he has
received notice by the time specified in Sub-clause 10.3, the test or
inspection in question may be carried out in the Purchaser’s absence.

Reports 10.5.The Contractor shall draw up a report of each agreed test and in-
specflon.
The Contractor shall without delay submit a copy of the report to the
Purchaser. The report shall, unless otherwise shown, be considered to
be a correct description of the manner in which the test or inspection
was carried out and its results.

Failure to Meet 10.6. If, at a test or inspection, any part of the Works fails to meet the
Requirements, Repeated requirements specified in the Agreement, the Contractor shall without
Tests and Inspection delay take all necessary steps to rectify the deviation. If the deviation
was not insignificant a new test or inspection shall be carried out within
a reasonable time.

Costs 10.7. The Contractor shall bear all costs for the agreed and repeated tests
and inspection, except costs for the Purchaser's representative.

Purchaser's Inspection 10.8. The Purchaser shall, in addition to the inspection specified in the
inspection programme, be entitled to perform inspection with one week's
notice at the Contractors and his subcontractors’ premises and on the
Site. The Contractor shall provide the documents and information and
give the assistance reasonably needed by the Purchaser to carry out the
inspecflon.
The inspection shall be carried out so as not to interfere unnecessa-
rily with manufacture and erection.

Testing and Inspection 10.9. The Contractor shall arrange for, report and bear the costs of any
by an Independent Body tests or inspection by an independent body which the Works shall under-
go according to the Agreement or in accordance with laws, regulations
or decisions by the competent authorities.
The Contractor shall, before choosing the independent body, allow
the Purchaser to give his views on the choice.

Review of Documentation 10.10. Sub-clause 7.4 shall apply as regards review of documentation
from tests and inspection.

Contractor's Liability 10.11. Tests and inspections in accordance with this Clause shall not
for Defects in the Works limit the Contractor's liability for defects in the Works.
l14

Final Adjustment
Notice of Final Adjustment 11.1.The Contractor shall inform the Purchaser byWritten Notice at least
one week in advance of the time when the Final Adjustment can com-
mence.

Purchaser's Assistance 11.2.The Purchaser shall assist the Contractor to ensure that the Cont—
ractor can start Final Adjustment at the notified time and carry out Final
Adjustment during the time specified in the Agreement or, in absence of
such specification, during a reasonable time.

Obligations, Division of Costs 11.3.The respective obligations of the parties and the division of costs at
Final Adjustment are specified in the contract appendix Checklist.

Report 11.4. The Contractor shall draw up a report of the Final Adjustment. The
report shall specify whether the Works are in the condition required by
Sub-clause 2.5.
The Contractor shall without delay submit a copy of the report to the
Purchaser.
 15E

Final Inspection
Purchaser's Final Inspection 12.1. The Purchaser shall, unless otherwise agreed, with due care and
diligence carry out Final Inspection of the Works.

Time for Final Inspection 12.2. Final Inspection shall be carried out before the Tests on Comple-
tion have been concluded.The Final Inspection shall be carried out so as
not to interfere unnecessarily with erection, Final Adjustment and Tests
on Completion.

Notice 12.3. The Purchaser shall inform the Contractor by Written Notice of the
time when the Final Inspection will commenceThe notice shall be given
in such time as to enable the Contractor to attend the Final Inspection.
The Final Inspection may, however, be carried out in the Contractor's
absence.

Independent Expert 12.4.The Purchaser may appoint an independent expert to carry out the
Final Inspection.

Report 12.5. The Purchaser shall ensure that a report is drawn up of the obser—
vations made at the Final Inspection.The report shall state the Purchaser's
opinion as to whether the Works are in accordance with the Agreement
in the respects covered by the Final Inspection. The Contractor shall,
without delay, receive a copy of the report.

Costs 12.6. The Purchaser shall bear the costs for the Final Inspection except
the costs for the Contractor's representative.
I16

13 | Tests on Completion
of the
Notice of Tests on 13.1.The Contractor shall inform the Purchaser by Written Notice
shall be
Completion time when theTests on Completion can commence.The notice
Testson
given in such time as to permit the Purchaser to attend the
in connec tion with the tests.
Completion and to perform his obligations
tor’s
Execuflon 13.2. TheTests on Completion shall be carried out under the Contrac
speci—
direction in the manner and during the number of operating hours
fied in the Agreement.
TheTests on Completion shall not be commenced before the Purcha-
that
ser has received the report from the Final Adjustment which shows
the Works are in the condition specified in Sub-clause 2.5.
for the
Technical Requirements 13.3. If the Agreement fails to specify the technical requirements
accorda nce with the
Tests on Completion, they shall be carried out in
norms and principles usually applied by the Contractor.
of occa-
Stoppages 13.4. in case of stoppages exceeding the maximum number
ent, new Tests on
sions or the maximum time specified in the Agreem
Completion shall be carried out at the Purchaser's request.
ible
Stoppages due to a cause for which the Contractor is not respons
reasona ble extensi on of the time speci-
shall entitle the Contractor to a
spe—
fied in the Agreement for taking over of the Works and other dates
cified therein which are affected by the interruption.

Failure to Meet 13.5. If, at the Tests on Completion, the Works do not have the opera—
Operating Characteristics ting characteristics which, according to the Agreement, they shall have
n.
at taking over, the Contractor shall without delay remedy the deviatio

Repeated Tests on 13.6. If the deviation referred to in Sub-clause 13.5 is not insignificant,
d within
Completion either party may require the Tests on Completion to be repeate
a reasonable time.
The new Tests on Completion shall cover those parts of the Works
have
which could not be properly reviewed at the original tests or which
n or by the measur es taken to remedy the
been affected by the deviatio
deviation.
ise
Report 13.7. The report over the Tests on Completion shall, unless otherw
agreed, be drawn up by the Contractor.
The report shall state the manner in which the Tests on Completion
by both
were carried out and their results. The report shall be signed
opera-
parties. If the parties disagree as to whether the Works have the
in the
ting characteristics specified in the Agreement this shall be noted
report.
to the
The Contractor shall without delay submit a copy of the report
Purchaser.
the
Obligations, 13.8.The parties' obligations in respect of the Tests on Completion,
remedying of deviations under Sub-cla use 13.5 and the division of costs
Division of Costs
In case
therefor shall be as specified in the contract appendix Checklist.
for the
of repeated Tests on Completion the party who is responsible
costs in-
reason for the repeated tests shall reimburse the additional
curred by the other party as a result of the repeate d tests.

Co—ordination of Tests 13.9. If so specified in the Agreement, Tests on Completion under this
on Completion and Clause and the Performance Test under Clause 15 shall be co-ordinated
Performance Test and performed in connection with each other.
 17!

14 j Taking Over
Taking Over 14.1. The Works are taken over by the Purchaser at the time when the
Tests on Completion have shown that the Works have the operating
characteristics which the Agreement specify that they shall have at ta—
king over, and the Works in other respects are in the condition required
in the Agreement for taking over.

Confirmation of Taking Over 14.2.The Purchaser shall confirm that he has taken over the Works in
accordance with Sub-clause14.1 by signing the report from theTests on
Completion or otherwise by Written Notice.

Minor Adjustments etc. 14.3. If the Works are not in accordance with the Agreement but the
deviations can be rectified by minor adjustments or additions, such devi~
ations shall not prevent taking over, provided that the Works can be ta-
ken into the operation intended in the Agreement.

Use of the Works 14.4.The Purchaser shall not be entitled to take the Works or any part of
Before Taking Over them into operation or otherwise use or dispose of the Works before
they have been taken over in accordance with Sub—clause 14.1, except
with a previous written agreement with the Contractor.
Such agreement should specify the amendments to the Agreement
in respect of times, responsibility and liability which are justified by the
Purchaser being allowed to take the Works or a part of them into opera-
tion or otherwise to use or dispose of the Works before taking over.

Taking into Operation Without
Contractor's Permission
14.5. If the Works, or a part of them, without a written agreement in
accordance with Sub-clause 14.4, are taken into operation before taking
over in accordance with Sub-clause 14.1, then the Works or the part
which has been taken into operation shall be deemed to have been ta-
ken over.
The Contractor shall by Written Notice inform the Purchaser of the
time when theWorks, or a part of them, are deemed to have been taken
over under this Sub-clause.

Postponed Ta king Over 14.6. If the Works are ready for Final Adjustment orTests on Completion,
and the Contractor has so informed the Purchaser by Written Notice, but
the Final Adjustment orTests on Completion cannot be carried out due
to a circumstance for which the Purchaser is responsible, then the Works
shall be deemed to have been taken over three months after the date of
the Contractor's notice of readiness with the addition of the time speci-
fied in the Agreement for Final Adjustment and Tests on Completion
respectively.
The Purchaser shall, however, pay any amount which would have
been due if the Works had been taken over at the correct time.

Co—ordination of Tests 14.7. If so specified in the Agreement, Tests on Completion under Clause
on Completion and 13 and the Performance Test under Clause 15 shall be co—ordinated and
Performance Test performed in connection with each other. Taking over in accordance
with Sub-clause 14.1 shall then be dependent on the Works having
undergone such co—ordinated tests.
Taking over in accordance with this Clause shall not be prevented by
the Contractor being obliged to pay liquidated damages in accordance
with Sub-clause 16.3.
I18

Performance Test
Time for Review 15.1. The Performance Test shall be carried out in order to ascertain
of Performance whether the Works meet the special requirements regarding performance
and other characteristics specified in the Agreement.

Execufion 15.2. The Performance Test shall be carried out in the presence of both
parties under the Contractor's direction in the manner and during the
number of operating hours specified in the Agreement.

Technical Requirements 15.3. If the Agreement fails to specify the technical requirements for the
Performance Test, it shall be carried out in accordance with the norms
and principles usually applied by the Contractor.

Inspection etc. 15.4. The Contractor shall be given a reasonable time before the Perform—
Before Performance Test ance Test for inspection, adjustment and test runs in order to prepare
the Works for the test.

Bemedying of Defects 15.5. The following steps shall be taken before start of the Perform-
Before Performance Test anceTest
a) The Contractor shall remedy defects in the Works referred to in
Sub-clause 17.1.
b) The Purchaser shall be given a reasonable time in consultation with
the Contractor to remedy defects, which the Contractor according
to Sub-clauses 17.5, 17.6 and 17.7 is not liable for. If the Purchaser
fails to remedy such defects correctly, the Contractor may do so at
the Purchaser's cost.

Remedying of Normal 15.6. The Contractor shall not, without the Purchaser’s permission, be-
Wear and Tear fore the Performance Test be entitled to remedy deterioration in the
Before Performance Test Works resulting from normal wear and tear.
A deterioration referred to in the first paragraph shall, however, be
remedied if the part in question would normally have been replaced or
repaired at the time of the Performance Test. In such case Sub-clause
15.5 b) shall apply.

Postponed 15.7. If the PerformanceTest has not been carried out within three months
Performance Test after the agreed time and this is due to a circumstance for which the
Contractor is not responsible, then the Purchaser loses his right to claim
that the works do not meet the special requirements regarding perfor—
mance and other characteristics which are specified in the Agreement
and the fulfilment of which, according to the Agreement, shall be ascer—
tained at the Performance Test. In consequence hereof the Contractor
shall no longer be obliged to carry out the Performance Test.

Stoppages 15.8. In case of stoppages exceeding the maximum number of occa-

sions or the maximum time specified in the Agreement, a new Perfor-
mance Test shall be carried out at the Purchaser’s request

Compensation for 15.9. If the Performance Test has been postponed or suspended due to
Additional Costs a cause for which the Contractor is not responsible, the Contractor shall
be entitled to compensation for the additional costs resulting therefrom.

Failure to Meet 15.10. If, at the Performance Test, the Works do not meet the special
Performance, etc. requirements regarding performance and other characteristics specified
in the Agreement, the Contractor shall without delay remedy the devi-
ation or, if this cannot be done with reasonable efforts, pay the agreed
liquidated damages for failing performance in accordance with Sub-
 19l

clause 16.3. If the parties have not agreed on liquidated damages for
failing performance, the remaining deviation shall constitute a defect in
accordance with the provisions of Clause 17 Defects.

Repeated 15.11. When the Contractor has remedied the deviation in accordance
Performance Test with Sub-clause 15.10, either party may require a new PerformanceTest
to be carried out within a reasonable time.
The repeated Performance Test shall cover those parts of the Works
which could not be properly reviewed at the original test or which were
affected by the deviation or by the measures taken to remedy the devi-
ation.

Report 15.12. The report over the Performance Test shall, unless otherwise
agreed, be drawn up by the Contractor.
The report shall state the manner in which the PerformanceTest was
carried out and its results.The report shall be signed by both partiesThe
Contractor shall without delay submit a copy of the report to the Purcha-
ser.

Obligations, 15.13. The parties' obligations in respect of the Performance Test, the
Division of Costs remedying of deviations under Sub-clause 15.10 and the repeated Per-
formanceTest, and the division of costs therefor, shall be as specified in
the contract appendix Checklist.
l20

16 l Liquidated Damages
Delayed Taking Over 16.1. If taking over of the Works occurs later than agreed and such delay
is due neither to circumstances for which the Purchaser is responsible
nor to cases of relief as defined in Sub-clause 24.1, then the Purchaser
shall be entitled to liquidated damages in accordance with Sub-clause
16.2.
The same shall apply when, according to the contract or correspon-
ding document, liquidated damages for delay shall apply from some
other date than the agreed date of taking over.

Rate of Liquidated Damages,
Basis for Calculation
16.2. Unless otherwise specified in the contract or corresponding docu-
ment, the liquidated damages under Sub—clause 16.1 shall be payable at
a rate of 0.5 percent of the Contract Price for each complete week of
delay.
Unless otherwise specified in the contract or corresponding docu-
ment, the total amount of liquidated damages for delay shall not exceed
7.5 percent of the Contract Price.
If the Purchaser takes over part of the Works in accordance with Sub-
clause 14.4 or 14.5, the liquidated damages shall thereafter only be cal-
culated on that part of the Contract Price which is attributable to the part
of the Works which has not been taken over.

Liquidated Damages for 16.3. If the Works, after measures in accordance with Sub—clause 15.10,
Failing Performance at а new PerformanceTest under Sub—Clause 15.11 fail to meet the spe-
cial requirements regarding performance and other characteristics spe-
cified in the Agreement, then the Purchaser shall be entitled to the agreed
liquidated damages for failing performance.The same shall apply where
the Contractor in accordance with Sub-clause15.10 fails to take mea-
sures because the deviation cannot be remedied by reasonable efforts.
The total amount of liquidated damages for failing performance shall,
unless otherwise specified in the contract or corresponding document,
not exceed five percent of the Contract Price.

Delayed Documentation 16.4. If either party is late in providing documentation for which the Agree-
ment specifies that delay shall give a right to liquidated damages, then
the other party shall be entitled to receive the amount specified in the
Agreement. If such liquidated damages have not been specified in the
Agreement, neither party shall be entitled to compensation on the sole
ground that documentation was not provided at the agreed time.

Due Date for 16.5. Liquidated damages in accordance with Sub-clauses 16.1 and 16.4
Liquidated Damages shall become due at the Purchaser’s demand, but not before the Works
have been taken over or the Agreement has been terminated in accord-
ance with Sub-clause 18.1. A demand for liquidated damages shall be
made by Written Notice.
Liquidated damages for failing performance in accordance with Sub-
clause 16.3 shall become due at the Purchaser’s demand, but not before
the deviation has been ascertained at a repeated Performance Test in
accordance with Sub-clause 15.11 or when it is clear that the deviation
cannot be remedied by reasonable efforts.

Period of Limitation 16.6. The Purchaser shall lose his right to liquidated damages if he has
not made a claim for such damages by Written Notice within six months
after the earliest due dates specified in Sub-clause 16.5.
A right to liquidated damages which has been lost due to this limita-
tion cannot be used to offset other claims.
 21|

17 | Defects
Types of Defects 17.1. The Contractor shall, in accordance with this Clause 17, remedy any
defects in the Works which are due to faulty design, materials or work-
manship.
A deviation from the special requirements regarding performance
and other characteristics specified in the Agreement, for which the
Purchaser is entitled to liquidated damages in accordance with Sub-clause
16.3 shall not in itself be considered to be a defect under this Clause but
shall be dealt with in accordance with Clause 15 Performance Test.

Original Defects 17.2. Unless otherwise specified in the contract or corresponding docu-
Liability Period ment, the Contractor's liability in accordance with Sub-clause 17.1 shall
only cover defects which appear within a period of two years from the
date of taking over.

Extended Defects 17.3.The Contractor shall be liable for defects in parts, which have been
Liability Period replaced or repaired under Sub—clause 17.1 for a period of two years after
the date when the defect was remedied. For other parts of the Works
the defects liability period under Sub-clause 17.2 shall be extended only
for a period corresponding the time during which, as a result of a defect
under Sub—clause 17.1, the Works have not been capable of being used.

Maximum Defects 17.4. Notwithstanding Sub—clauses 17.2 and 17.3 the Contractor shall not
Liability Period be liable for any defect in any part of the Works more than three years
after the date of taking over.

Defects for which 17.5. The Contractor shall not be liable for defects caused by circum-
Contractor is Not Liable stances arising after taking over, such as
operating conditions not in accordance with the Agreement,
-
— incorrect operation or defective maintenance,
— unsuitable storage by the Purchaser,
-— incorrect repair by the Purchaser,
— variations undertaken by the Purchaser without the Contractor's
approval by Written Notice,
— normal wear and tear.

Errors/Omissions 17.6. The Contractor‘s liability does not cover defects which are due to
in Purchaser's errors or omissions in documentation, products, materials or work which
Documentation, etc. has been supplied or performed by the Purchaser.

Defects Due to 17.7. The Contractor shall be liable for defects which are due to a design
Purchaser's Design which has been stipulated by the Purchaser, unless the Contractor dis-
claims liability by Written Notice before manufacture or, where appli-
cable, erection has started.

Notice of Defects 17.8. Defects under Sub—clause 17.1 shall be notified to the Contractor by
Written Notice without unreasonable delay after the defect has appeared
and in no case later than two weeks after the expiry of the defects
liability period.The notice shall describe how the defect manifests itself.
If the Purchaser fails immediately to notify the Contractor of a defect
which may cause damage to the Works, the Contractor shall not be
liable for any damage which could have been avoided if the notice had
been given within such time.
The Purchaser shall lose his right to have remedied a defect under
Sub-clause 17.1 if he fails to give notice of the defect in the manner and
within the time specified in the first paragraph of this Sub—clause.
I22

A statement concerning a remaining defect which has been included

in a report from the Final Inspection, the Tests on Completion or the
Performance Test shall constitute a notice of defect in accordance with
this Sub-clause.

Remedying of Defects 17.9. On receipt of the Purchaser’s notice of a defect under Sub-clause
17.1, the Contractor shall take workmanlike measures to remedy the
defect without delay.
If the Works suffer from a defect, which can be assumed to exist also
in some other part of the Works, the Contractor shall search for such
further defects and remedy any defects, which are found.
Work to remedy a defect shall, in consultation with the Purchaser, be
carried out at a time which is suitable with regard to the circumstances.

Responsibility for 17.10. Responsibility for the measures to be taken and the costs for
Measures and Costs remedying of defects shall, unless otherwise specified in the Agree-
ment, be allocated in accordance with the contract appendix Checklist.

Immediate Measures to 17.11. If, in case of a defect under Sub—clause 17.1, the risk of damage
Avoid Damage is such that immediate measures are required, and the Contractor is not
able to remedy the defect forthwith, then the Purchaser shall take any
measures which are required to avoid or limit damage. The Purchaser
shall be entitled to compensation for the reasonable costs for such
measures.

Replaced Parts 17.12. A defective part of the Works which has been replaced shall, free
of charge, be put at the Contractor's disposal and become his property.

Final Period for 17.13. If the Contractor fails to remedy a defect within a reasonable time
Remedying Defects after he received notice of the defect, the Purchaser may specify by
Written Notice a reasonable final period within which the Contractor shall
have remedied the defect.

Failure to Remedy a Defect
17.14. If the Contractor fails to remedy a defect within the final period
specified by the Purchaser in accordance with Sub-clause 17.13, the
Purchaser may himself, at the Contractor’s cost, take the measures
necessary to remedy the defect, provided that the Purchaser proceeds
in a reasonable manner.
If the Purchaser chooses not to take measures to remedy the defect
or if the Works, despite such measures, still suffer from a defect, the
Purchaser may either demand a price reduction corresponding to the
defect but not exceeding 15 percent of the Contract Price or, if the re—
maining defect is substantial, terminate the Agreement in accordance
with Sub-clause 18.3.

Unjustified Notice of Defect 17.15. If the Purchaser gives notice of a defect as described in Sub-
clause 17.8, and no defect is found for which the Contractor is liable, the
Contractor is entitled to compensation for the costs he has incurred as a
result of the notice.
 23l

Termination
Contractor's Delay 18.1. If, for any reason for which the Contractor is responsible, the Works
cannot be taken over by the date when the Purchaser has become en-
titled to maximum liquidated damages in accordance with Sub-clause
16.2, second paragraph, the Purchaser may by Written Notice to the
Contractor specify a reasonable final period for taking over and thereby
give notice that he intends to terminate the Agreement if the Works are
not taken over by the end of that period. If the Works are not taken over
by the end of the period specified by the Purchaser, the Purchaser may
terminate the Agreement by Written Notice to the Contractor.
The Purchaser shall further be entitled to terminate the Agreement
by Written Notice to the Contractor, where it is clear from the circum-
stances that there will be a delay which, under Sub—clause 16.2, would
make the Purchaser entitled to maximum liquidated damages. In case
of such termination the Purchaser shall be entitled to maximum liquida-
ted damages and compensation in accordance with Sub-clause 18.5.

Failure to 18.2. If the Performance Test shows that the Works do not meet the
Achieve Performance special requirements regarding performance and other characteristics
specified in the Agreement, and the deviation is such that the liquidated
damages would exceed the maximum specified in Sub-clause16.3, se-
cond paragraph, then the Purchaser may terminate the Agreement by
Written Notice to the Contractor.

Substantial Defect 18.3. If the Contractor fails to remedy a defect within the final period
specified by the Purchaser in accordance with Sub-clause 17.13, and if
the defect is substantial then the Purchaser may terminate the Agree—
ment by Written Notice to the Contractor.

Contractor's Insolvency 18.4. If the Contractor suspends his payments, or if there are otherwise
reasonable grounds to assume that the Contractor is insolvent and if the
Contractor, at the Purchaser’s request, fails to provide a security for his
fulfilment of the Agreement, the Purchaser may terminate the Agree-
ment by Written Notice to the Contractor.
The security shall consist of a bank guarantee, insurance company
guarantee or other security, which the Purchaser should reasonably
accept

Purchaser's Right to 18.5. In case of termination under any of the Sub-clauses 181—184, the
Compensation Purchaser shall be entitled to compensation for the loss he has suffered.
Where applicable, the Purchaser shall also be entitled to liquidated dama—
ges in accordance with Sub—clause 16.1 or 16.3.
The compensation shall — unless otherwise specified in the Agree—
ment — not exceed 15 percent of the Contract Price. However, in case of
termination under Sub-clause 18.1 the liquidated damages which the
Purchaser could have demanded under Sub-clause 16.1 shall be deduct—
ed from the maximum, and in case of termination under Sub—clause
18.2 the liquidated damages that the Purchaser could have demanded in
accordance with Sub-clause 163 shall be deducted from the maximum.

Purchaser's Failure to 18.6. If the Purchaser for a period of six months or repeatedly fails to per-
Perform his Obligations form his obligations under the Agreement and thereby renders it signifi-
cantly more difficult for the Contractor to complete the Works, the Con-
tractor may byWritten Notice to the Purchaser specify a final time within
which the Purchaser must fulfil his obligations and thereby give notice
that he intends to terminate the Agreement if the Purchaser fails to re-
medy his default. >
 If the Purchaser fails to remedy his default within such final time, the
Contractor may terminate the Agreement byWritten Notice to the Purcha-
ser and claim compensation in accordance with Sub—clause 18.8.

Late Payment, 18.7. The Contractor may terminate the Agreement by Written Notice to
Purchaser's Insolvency the Purchaser if the Purchaser — despite a reminder, and a Written No-
tice that the Contractor intends to terminate the Agreement unless he
receives payment — has failed to pay an amount due within three months
after the due date, or if there are otherwise reasonable grounds to as-
sume that the Purchaser is insolvent. The Contractor may not, however,
terminate the Agreement after the Purchaser has paid the amount due
and provided a security for future payments.
The security shall consist of a bank guarantee, insurance company
guarantee or other security, which the Contractor should reasonably
accept

Contractor's Right 18.8. In case of termination in accordance with Sub-clause 18.6 or 18.7,
to Compensation the Contractor shall be entitled to compensation for the loss he suffers.
The compensation shall not exceed the sum of the Contract Price
and any interest for late payment which has accrued at the date of termi—
nation reduced by the costs which the Contractor can save as a result of
the termination.

Taking Over and 18.9. In case of termination in accordance with any of the Sub-clauses
Payment for Completed 181—184 or 24.3 the Purchaser shall be entitled to and, if the Contractor
Part of the Works so requires, be obliged to take over that part of the Works which is
completed and without defects and which can be used for works of the
same or a similar type without extensive work. The Purchaser shall pay
the Contractor a reasonable price for such part with regard to the Con-
tract Price and the circumstances of the case.
This shall also apply to parts of the Works which, at termination, are
at the Contractor's or his subcontractors’ premises or are under trans-
port to or at the Site.

Right to Use Completed 18.10. In case of termination in accordance with any of the Sub—clauses
Part of the Works 181—184 or 24.3 the Purchaser shall, until final settlement by reason of
the termination or until he has obtained other equipment, be entitled to
use any completed part of the Works which he is not obliged to take
over in accordance with Sub—clause 18.9. The Purchaser shall pay the
Contractor a reasonable compensation for such use.

Subcontracts 18.11. In case of termination in accordance with any of the Sub-clauses

181—184 or 24.3 the Contractor shall at the Purchaser’s request ar—
range for the Purchaser or a new contractor named by the Purchaser to
take over the subcontracts entered into by the Contractor for the Works.
The Purchaser shall reimburse the Contractor his costs for such sub-
contracts to the extent that they benefit the Purchaser.

Documentation and 18.12. Where Sub—clauses 18.9 or 18.10 apply, the Contractor shall at
Contractor's Equipment the Purchaser’s request supply the necessary documentation regarding
the Works and allow the Purchaser to take over or use the Contractor's
equipment which is on the Site. The Contractor shall be entitled to a
reasonable compensation therefor.

Repayment, Interest 18.13. In case of termination in accordance with any of the Sub-clauses
181—184 or 24.3 the Contractor shall repay the amounts paid by the
Purchaser less the compensation that the Contractor may be entitled to
under Sub-clauses 189—1812. If separate payments have been made
the deduction shall first be made from the most recent payments.
The Purchaser shall be entitled to interest on the amount to be repaid
according to the Swedish law on interest (rantelagen).
 25l

| Liability for Personal Injury

and Damage to Property
Passing of Risk 19.1. Unless otherwise specified in the contract or corresponding docu—
ment the risk of loss of or damage to the Works shall pass to the Purcha-
ser at taking over.

Insurance 19.2.The obligations of the parties in respect of insurance is specified in

the contract appendix Insurance.

Damage to the Works 19.3. The Contractor shall be liable for and shall make good any damage
Before Taking Over to the Works, which occurs before taking over.
The Purchaser shall, however, be liable for such damage as referred
to in the first paragraph if the damage is caused by the Purchaser’s neg—
nnce.

Damage to the Works 19.4.The Contractor shall be liable for damage to the Works after taking
After Taking Over over to the extent that it is caused by a defect, for which the Contractor
is liable under Clause 17 Defects, or by negligence by the Contractor
when remedying the defect. Such damage to the Works shall constitute
a defect for which the Contractor is liable under Clause 17 Defects.

Damage to 19.5.The Contractor shall be liable for damage to the Purchaser's other
Pu rchaser's Property property than theWorks when such damage is caused by the Contractor's
neghgence.

Damage to 19.6. The Purchaser shall be liable for damage to the Contractor’s other
Contractor's Property property than the Works when such damage is caused by the Purchaser's
neghgence.

Limited Liability 19.7. The party who, under any of the Sub-clause519.3—19.6, is liable for
a damage shall not, however, be liable for loss of production, loss of
profit or other consequential economic loss caused by the damage, un-
less the loss is covered by insurance which that party according to the
agreement is obliged to take out and maintain. This limitation shall not
apply, however, if that party is guilty of gross negligence.

Personal Injury and Damage 19.8. Liability for death or personal injury and for damage to property,
to Third Party Property which does not belong to either party, shall be determined in accord-
ance with the applicable law.

Notice of Damage, 19.9. Each party shall forthwith inform the other when damage has
Limiting Damage occurred or there is risk of damage for which the other party is liable.
The first named party shall also be obliged to take any measures which
are necessary to prevent or limit such damage. If he fails to do so the
other party shall be entitled to a reduction of damages.
126

20 l Payment
Payment 20.1. The means of payment of the Contract Price, the amounts to be
paid and the time for payment of each amount shall be as specified in
the Agreement.
Unless otherwise agreed payment shall be made no later than thirty
days after the date when the invoice is sent, but not before the claim
has arisen.

Interest on Late Payment 20.2. If the Purchaser fails to pay on time, the Contractor shall be en-
titled to interest from the due date at the rate specified in the Swedish
law on interest (rantelagen).

Payment when Delay 20.3. If the Contractor's fulfilment of the Agreement is delayed by
is Caused by Purchaser circumstances for which the Purchaser is responsible and which are not
grounds for relief under Sub—clause 24.1, payment shall nevertheless be
made at the agreed time as though the Contractor had fulfilled his obli-
gations in accordance with the Agreement.

Payment when 20.4. If the Works suffer from defects at taking over, the Purchaser shall
Works are Defective pay the amount which becomes due at taking over less a reasonable
amount to cover the costs for remedying such defects. The deducted
amount shall be paid when the defects have been remedied by the Con—
tractor.

Remaining Part of Contract 20.5. If the Purchaser despite a reminder fails to pay any sum due within
Price Becomes Due three months after the due date, or if there are reasonable grounds to
assume that the Purchaser is insolvent, the remaining part of the Con-
tract Price shall immediately become due, notwithstanding any previ-
ous agreement on payment. The Contractor shall, however, by Written
Notice at least two weeks in advance inform the Purchaser thereof.

Termination 20.6.Termination due to late payment and the Purchaser's insolvency —

see Sub~clause 18.7.
Repayment and interest on the repaid amount — see Sub—clause 18.13.
 27E

Securities, Title to Works

and Materials
Secunfies 21.1. The parties’ respective obligations to provide security for their un—
dertakings shall be as specified in the Agreement.

Retention of Title 21.2. Any delivered part of the Works shall remain the property of the
Contractor until paid for in full, unless such retention of title is in conflict
with mandatory law.

Ownership of 21.3. Any materials supplied by one party which is not used at erection
Surplus Materials of the Works shall remain the property of that party.
The Contractor shall at the Purchaser's request remove from the Site
any surplus materials belonging to the Contractor.
28

l Confidentiality
Prohibition of 22.1. Neither party may, without the other party’s consent by Written
Unauthorised Use Notice, use or disclose to a third party any information of a technical or
commercial nature belonging to the other party which that party has
stated to be confidential or which is otherwise of a clearly confidential
nature, unless such use or disclosure is necessary for the receiving
party to be able to perform his obligations in accordance with the Agree-
ment, or for operation, maintenance and inspection of the Works.

Preventive Measures 22.2. Each party shall take reasonable measures to prevent information
referred to in Sub—clause 22.1 from being disclosed to unauthorised per-
sons or otherwise being improperly used by employees, consultants,
subcontractors, other contractors and others who are given access to
such information.

Damages 22.3. A party who is in breach of Sub-clause 22.1 or 22.2 shall compen-
sate the other party for the damage caused by such breach.
 29l

I Rights to Computer
Software, Infringement of
Third Parties' Intellectual
and Other Property Rights
Rights to 23.1. The Purchaser shall, unless otherwise specified in the Agreement,
Computer Software have the right to use computer software included in the Works for the
intended operation of the Works, and thereby to make the necessary
changes in the software.
Unless otherwise agreed the Contractor shall not be obliged to pro-
vide the Purchaser with the source code for the computer software.
In respect of computer software to which a third party owns the
copyright the Purchaser's right of use shall be limited to the extent that
may follow from the Contractor’s agreement with that third party. The
Contractor shall by Written Notice inform the Purchaser of such limita-
tions.
The Purchaser shall be entitled to assign his right to use computer
software to anyone who acquires the Works.

Claim for Infringement 23.2. The Contractor shall at his own cost defend the Purchaser against
any claim for infringement of a third party’s copyright, patent, registered
design or other industrial property right where the claim is based on the
design or use of the Works. The Contractor shall further indemnify the
Purchaser against the costs for the proceedings and any damages award-
ed against the Purchaser. The Contractor's obligation to defend and
indemnify the Purchaser shall only apply, however, provided that the
Purchaser forthwith by Written Notice informs the Contractor about the
allegation of infringement or the claim for infringement, and provided
that the Contractor alone has the right to make decisions regarding the
litigation and any negotiations for settlement of the claim.

Measures at Infringement 23.3. If it is found finally that an infringement exists and if the provisions
of Sub-clause 23.2 are fulfilled, the Contractor is obliged at his own cost
to
— endeavour to reach a settlement which gives the Purchaser the
right to use the Works, or — if this is unreasonably onerous for the
Contractor —
— change the Works so that the infringement ceases, or
— replace the Works by similar equipment, which should reasonably
be accepted by the Purchaser, the design and use of which will not
entail an infringement, or
— repossess the Works and credit the Purchaser with an amount
equal to the Contract Price reduced with regard to the reduction of
the value of the Works due to its use and taking into account the
normal depreciation of the Works.
The Contractor shall further be entitled to take the measures described
here where it is likely that an infringement exists.

Infringement for which 23.4. The Contractor shall not be liable towards the Purchaser in respect
Contractor is Not Liable of any claim for infringement which is based on use of the Works in
connection with equipment or software not supplied by the Contractor,
or on use of the Works for which they have not been designed or other
use which has not been agreed.
I30

24 | Grounds for Relief

(Force Majeure)
Grounds for Relief 24.1. The following circumstances shall constitute grounds for relief if
they impede the performance of the Agreement or makes perférmance
unreasonably onerous: industrial disputes and any other circumstance
beyond the control of the parties such as fire, war, mobilisation or mili-
tary call up of a comparable scope, requisition, seizure, currency restric-
tions, insurrection and civil commotion, shortage of transport, general
shortage of materials, restrictions in the use of power and defects or
delays by subcontractors caused by any such ground for relief.
The above described circumstances shall constitute grounds for re-
lief only if their effect on the performance of the Agreement could not
be foreseen when the Agreement was entered into.

Notice 24.2. A party wishing to claim relief shall no later than two weeks after
the occurrence inform the other party thereof by Written Notice. If a
party fails to give notice within that time he shall not be entitled to claim
relief for the period preceding the notice.
When the grounds for relief have ceased the other party shall be
informed thereof and, if possible, of the time when the measures which
have been postponed due to the grounds for relief will be undertaken.

Termination 24.3. If it is clear from the circumstances that the grounds for relief will
not cease within six months, each party may terminate the Agreement
by Written Notice to the other party, provided that it can be assumed
that the Agreement cannot be fulfilled later without undue inconvenience
for the first party.
 31l

Limitation of Liability
Limitation of Liability 25.1. The remedies for breach of contract which are specified in these
conditions shall be the sole remedies available. Neither party shall be
entitled to indemnification except as specified in the Agreement. This
limitation of liability shall not apply, however, in case of an intentional
breach of contract or where a party has been guilty of gross negligence.
 l Arbitration, Applicable Law
Arbitration 26.1. Any dispute, controversy or claim arising out of or in connection
with the Agreement, or the breach, termination or invalidity thereof, shall
be finally settled in accordance with the Rules of the Arbitration Institute
of the Stockholm Chamber of Commerce. If the amount in dispute does
not exceed SEK one million, the dispute shall be settled in accordance
with the Rules for Expedited Arbitration.

Applicable Law 26.2. The Agreement shall be governed by Swedish law.

Place of Arbitration 26.3. Unless the parties agree otherwise the place of arbitration shall be
Stockholm.