S U P P L Y
Enclosure, General Conditions for Transport Services (GCT) to NIBE AB
1. GENERAL
1.1 These conditions shall apply to all transport Services with
respect to NIBE AB products or other goods, including but
not limited to handling materials, (“Goods”), and/or other
Services (“Transport Services”) ordered in accordance
with a separate written transport agreement including any
enclosures thereto (“Transport Agreement”) and/or
booking instruction (“Transport Booking”) between a NIBE
AB company named as party in such Transport
Agreement (“NIBE AB”) and/or Transport Booking and a
provider of Transport Services specified therein (“Service
Provider”), to the exclusion of any conditions of the
Service Provider supplied at any time. All freight
documents shall be deemed to incorporate the terms and
conditions of a Transport Agreement and enclosures
thereto.
1.2 The Service Provider may sub-contract part of its
obligations to subcontractors but the Service Provider
shall remain primarily responsible towards NIBE AB for the
performance of every sub-contractor according to all
provisions of a Transport Agreement as well as non-
performance of the obligations of a Service Provider under
a Transport Agreement. NIBE AB shall have the right to
assign any of its rights or obligations, wholly or partially, to
any company affiliated with NIBE AB without the prior
consent of the Service Provider.
1.3 Documents forming part of a Transport Agreement and/or
Transport Booking are to be applied as mutually
supplementary to each other, but in case of ambiguities or
discrepancies, the documents shall prevail in the following
order: the Transport Booking, the Transport Agreement
and its enclosures and finally these General Conditions.
1.4 NIBE AB will electronically store and process information
relating to Service Provider, to which Service Provider
hereby agrees. Service Provider agrees to process
personal data provided to Service Provider for the
performance of a Transport Agreement in accordance with
applicable law and any instructions from NIBE AB.
2. PROVISION OF TRANSPORT SERVICES
2.1 Service Provider acknowledges that NIBE AB is relying on
Service Provider’s skill, experience and knowledge in the
operation of Transport Services suitable for NIBE AB’s
business, which requires a high, reliable level with a great
extent of efficiency and punctuality.
2.2 The Service Provider shall at all times accept all
reasonable instructions from NIBE AB within the scope of
a Transport Agreement and any enclosures thereto.
2.3 The Service Provider warrants that in complying with its
obligations under a Transport Agreement, it will hold all
required licenses and permits for carrying out Transport
Services in all the contracted relations and it will at all
times comply with all relevant national (including federal,
state/provincial and local) and international laws,
conventions, regulations and provisions in the countries of
loading, transport and final destination. The Service
Provider undertakes to ensure that its sub-contractors also
comply with aforementioned requirements.
3. SERVICE AND PRICE QUOTATION
3.1 Service and price quotation for Transport Services shall be
made in accordance with NIBE AB’s request for quotation,
including but not limited to the provisions set forth in the
Transport Agreement and enclosures thereto.
4. ANTI SMUGGLING POLICY AND ILLEGAL
TRANSPORTATION
4.1 Every NIBE AB Company dissociates itself from any
handling or practice involving illegal transportation of
goods or persons in NIBE AB transports.
4.2 Any Service Provider, including all sub-contractors, who
becomes aware of illegal transportation, or such attempt,
shall as soon as reasonably practical inform NIBE AB as
well as the proper and relevant governmental, federal,
state/provincial or local authorities of such incident, giving
accurate and detailed information. Further, the Service
Provider shall always adequately co-operate with relevant
authorities.
5. TRANSPORT BOOKINGS
5.1 Transport Services under a Transport Agreement will be
booked (“Transport Booking”) by NIBE AB or on behalf of
NIBE AB.
5.2 A Transport Booking will be issued in written form and
sent to the Service Provider by telefax or an electronic
medium. Should hindrances for, or changes in, the
performance of the Transport Services in accordance with
the Transport Booking occur, NIBE AB shall be notified
and may accept any such amendments in accordance with
the provisions of the Transport Agreement and enclosures
thereto, this not being considered as a waiver of the
Service Providers commitment as such.
5.3 NIBE AB reserves the right to cancel or change a
Transport Booking under the conditions set forth in the
Transport Agreement and enclosures thereto.
6. AUDITS
6.1 NIBE AB is entitled to be present to inspect and review
Service Provider’s facilities where Goods and bookings
are handled, the equipment used for the handling, storage
and shipping of Goods as well as all documents and other
items relating to the Transport Services. The Service
Provider shall provide any relevant and reasonable
information upon NIBE AB’s request.
6.2 Service Provider shall maintain records sufficient to
provide the information as may be required by NIBE AB
under a Transport Agreement, as well as in order for NIBE
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Enclosure, General Conditions for Transport Services (GCT) to NIBE AB
AB to fulfil any obligations pursuant to accounting,
customs, company, taxation or other legislation.
6.3 The Service Provider undertakes to audit its sub-
contractors in order to ensure the proper fulfilment of the
requirements and conditions of the Transport Agreement
and enclosures thereto.
7. FREIGHT RATES AND PAYMENT CONDITIONS
7.1 The freight rates, surcharges and other charges (“Freight
Rates”) for Transport Services agreed upon are set forth in
the Transport Agreement. Such Freight Rates shall
include all costs of whatever kind if not otherwise stated in
the Transport Agreement and enclosures thereto.
7.2 If external circumstances in respect to fuel prices,
currency, road taxes or governmental regulations would
affect the basis upon which the Freight Rates according to
the Transport Agreement have been agreed,
renegotiations shall be carried out in accordance with the
provisions in the Transport Agreement and enclosures
thereto. In the event of such adjustment a new Transport
Agreement shall be made. Transport Services shall
continue to be performed according to the Freight Rates in
the Transport Agreement until a new Transport Agreement
has been made and signed by both NIBE AB and Service
Provider. If such new Transport Agreement has not been
made within three months after one of the parties has
requested renegotiations in writing, each party shall be
entitled to terminate the Transport Agreement within the
period of notice set forth in the Transport Agreement; in
the event the Transport Agreement has a fixed validity
period, within three months period of notice.
7.3 The Service Provider will promptly invoice NIBE AB
pursuant to the terms of the Transport Booking, the
Transport Agreement and/or enclosures thereto.
8. SERVICE PROVIDER’S LIABILITY AND INDEMNITY
8.1 The Service Provider is considered primarily liable for
damage and/or loss and/or delay, which has occurred
during its period of responsibility, as set forth in clause 10,
according to the provisions further specified and set forth
below:
ROAD CARRIAGE
For road carriage, the Service Provider undertakes to
carry out all transports, irrespective if cross-border or
domestic, with its entailing carrier liability, in accordance
with the CMR Convention, unless legislation that is more
favourable to NIBE AB is applicable.
SEA CARRIAGE
For sea carriage, the Service Provider undertakes to carry
out all transports, irrespective if cross-border or domestic,
with its entailing carrier liability, in accordance with the
Hague-Visby Rules, unless legislation that is more
favourable to NIBE AB is applicable. However, no
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exclusion of liability will apply with respect to nautical
faults or fire. The Service Provider shall also be liable for
delay. The York-Antwerp Rules shall apply to General
Average.
AIR CARRIAGE
For air carriage, the Service Provider undertakes to carry
out all transports, with its entailing carrier liability, in
accordance with the Montreal Convention, whether the
same has entered into force or not.
MULTIMODAL TRANSPORTS
Should the Service Provider carry out the Transport
Services by use of more than one mode of transport
(“multimodal”), the Service Provider undertakes to carry
out all transports, with its entailing Service Provider
liability, in accordance with the CMR Convention – as a
multimodal regime - with respect to all parts and links of a
total door-to-door transport and whether the individual
transport link is falling within the scope of the CMR
Convention or not.
8.2 The Service Provider shall indemnify and hold NIBE AB
fully harmless for any damage, claim, loss or expense,
including reasonable attorney’s fees, that NIBE AB may
incur as a consequence of claims being raised directly
against NIBE AB by any third party in respect of liability
which falls upon the Service Provider under a Transport
Agreement, including but not limited to such liability
relating to any personal injury, death or property damage
occurred in connection with the performance of Transport
Services.
9. INSURANCE
9.1 The Service Provider shall always maintain valid insurance
coverage for its liability under this Transport Agreement,
including but not limited to, workmen’s compensation
insurance, comprehensive general liability insurance, third
party motor insurance at limits as required and set forth in
the Transport Agreement and enclosures thereto.
However, the Service Provider will not be required to take
out property insurance (i.e. cargo Insurance).
9.2 The Service Provider undertakes to cover its liability under
the Transport Agreement with reputable liability insurers.
The Service Provider shall, upon request, provide
evidence of cover of the aforementioned insurance and
containing a statement that the insurance companies will
give NIBE AB written notice, should the coverage be
terminated or materially changed.
9.3 The Service Provider shall also, upon request, provide an
undertaking from his liability insurers that NIBE AB, or
NIBE AB’s insurers, are entitled to turn to the insurers by a
direct action in case of the Service Provider’s
liquidation/bankruptcy or similar situations, when the
Service Provider is not able to pay claims.
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Enclosure, General Conditions for Transport Services (GCT) to NIBE AB
10. PERIOD OF RESPONSIBILITY
10.1 The period of the Service Provider’s responsibility
commences as soon as the Service Provider has taken
over the Goods at the agreed place of receipt and ceases
upon delivery of the Goods at the agreed place of delivery
in accordance with the Transport Booking.
10.2 The Goods shall be deemed to have been taken over by
the Service Provider when the Service Provider has taken
possession of the Goods at the agreed place of receipt set
out in a Transport Booking and the Service Provider is in a
position to exercise control over the Goods.
10.3 The Goods shall be deemed to have been delivered by the
Service Provider when NIBE AB, or a receiver designated
by NIBE AB, has taken possession of the Goods at the
agreed place of delivery set out in a Transport Booking
and NIBE AB, or a receiver designated by NIBE AB, is in a
position to immediately exercise control over the Goods.
11. CONFIDENTIALITY
11.1 Neither party shall, during the term of the Transport
Agreement as well as thereafter, disclose to any third
party the contents of a Transport Agreement and any
enclosures thereto, as well as any other technical or
commercial information pertaining to the other party and
shall not use such information other than for the agreed
purpose, unless required by law. The Service Provider
undertakes to ensure that this provision is complied with
by any sub-contractor engaged by the Service Provider for
Transport Services.
12. TITLE
12.1 Title to the Goods shall at all times remain with NIBE AB,
or any other NIBE Industrier AB company or party to which
NIBE AB has assigned title, and the Service Provider may
not transfer or create any right or lien or similar rights or in
any other way dispose of Goods or its title to the detriment
of NIBE AB.
13. INTELLECTUAL PROPERTY RIGHTS
13.1 The Service Provider shall not at any time use any
intellectualproperty right, including but not limited to the
NIBE trademark or logo, belonging to the NIBE Group of
Companies unless approved in advance by the holder of
such rights in writing.
13.2 The Service Provider may not make reference to or list
NIBE’s name or refer to a Transport Agreement unless
approved in advance by NIBE AB in writing.
14. FORCE MAJEURE
14.1 The following circumstances shall be considered as cases
of relief if they materially impede the compliance of a
Transport Agreement/Transport Booking or make
performance under such unreasonably onerous: any
circumstance beyond the reasonable control of the parties
such as fire, war, general mobilization or unforeseen
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military mobilizations to a similar extent, requisition,
seizure, currency restrictions, insurrection and civil
commotion as well as lawful decisions by local, regional,
state/provincial, federal, national or supranational
governing bodies (“Force Majeure”).
14.2 Force Majeure which has occurred prior to the formation of
a Transport Agreement/Transport Booking shall constitute
cases of relief only if their effect on the performance of the
Transport Agreement/Transport Booking could not be
foreseen at the time of the formation of the Transport
Agreement/Transport Booking.
14.3 The party wishing to claim relief shall notify the other party
in writing without delay on the occurrence of the Force
Majeure. The Service Provider shall use its best efforts to
mitigate any detrimental effects to NIBE AB in the event of
a Force Majeure situation.
14.4 Regardless of what might otherwise follow from these
conditions, NIBE AB shall be entitled to terminate any
Transport Agreement and/or Transport Booking
immediately by notice in writing to the Service Provider if
Transport Services in any material part thereof are
delayed for more than one month by reason of Force
Majeure and NIBE AB may require that a possibly agreed
volume of Transport Services to be provided by the
Service Provider shall be reduced accordingly.
15. INSOLVENCY AND BREACH
15.1 In the event that one party becomes insolvent, or a
receiver is appointed for it or a substantial portion of its
assets, or if a party terminates or suspends its business
activities, or if a party commits a material or serial breach
of any of the provisions set forth in a Transport Agreement
and enclosures thereto which if such breach is remediable
is not cured within thirty (30) days after receipt of written
notice thereof, the other party shall be entitled to terminate
any Transport Agreement/Transport Booking between the
parties to expire immediately on giving written notice to the
party in default, without incurring any liability and be
released from any agreed capacity and/or volume
commitments.
15.2 Should the Service Provider be subject to a change of
ownership, NIBE AB shall further be entitled to terminate a
Transport Agreement/Transport Booking to expire at any
time on giving written notice, without incurring any liability
and be released from any agreed capacity and/or volume
commitments.
16. AMENDMENTS
16.1 Any modifications of or deviations from a Transport
Agreement and enclosures thereto must be agreed upon
in writing and signed by both parties.
16.2 Regardless of section 16.1 above, NIBE AB reserves the
right, in a reasonable way, to update any Enclosure to the
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 S U P P L Y

Enclosure, General Conditions for Transport Services (GCT) to NIBE AB

Transport Agreement/Transport Booking whenever settled in accordance with the Rules of Arbitration Institute
deemed necessary, which does not affect the Freight of the Stockholm Chamber of Commerce by one or more
Rates and/or extend the liability of the Service Provider arbitrators appointed in accordance with these rules. The
agreed in the Transport Agreement and enclosures judgement of the arbitrators shall be final and binding on
thereto. Such changes will be advised in the form of a new both parties. The arbitration procedure shall take
edition. place in Stockholm, Sweden, and be held in
English.
17. SEVERABILITY
17.1 If any provisions of a Transport Agreement and enclosures 21. LANGUAGE
thereto or any portion thereof is or becomes invalid or 21.1 It is the express wish of the parties that the Transport
unenforceable, the remaining provisions shall be valid and Agreement and any enclosures thereto be drawn up in
enforcable to the fullest extent. English. Il est la volonté expresse des parties que le
. présent contrat et tous les ddocuments qui s’y rattachent
18. NON-WAIVER soient redigés en langue anglais
18.1 Any waiver of any provision in a Transport Agreement and
any enclosures thereto must be in writing. A party’s failure
to enforce a provision at any time shall not be deemed a
waiver thereof and shall not otherwise affect a party’s right
to enforce compliance with that provision or any other
provision of the Transport Agreement and any enclosures
thereto.

19. INDEPENDENT CONTRACTOR

19.1 The Service Provider shall perform Transport Services to
NIBE AB as an independent contractor. Nothing in a
Transport Agreement shall constitute a partnership or joint
venture between the parties or constitute either agent of
the other or for any purpose whatever and neither shall
have authority or power to bind the other or to contract in Place and Date
the name of or create liability against the other in any way __________________________________________________
or for any purpose save as expressly authorised in writing
by the other from time to time.

__________________________________________________
20. DISPUTES Signature of the Service Provider
20.1 The Transport Agreement shall be governed by the
substantive laws (without regard to its conflict of law
provisions) in the country/state where NIBE AB is
domiciled. __________________________________________________
Printed name of Signatory
20.2 Disputes in connection with application of the Transport
Agreement or matters of law arising there from shall be

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