These Terms apply to agreements made between Norðurál ehf. And/or Norðurál Grundartangi ehf. As buyer on one hand and their suppliers on the other hand regarding the procurement of goods and/or services, including contractors, consultants and service providers. In these terms, the following definitions apply:

• Norðurál: Norðurál ehf. and/or Norðurál Grundartangi ehf.
• Supplier: The Party selling goods and/or providing services to Norðurál in accordance with a Purchase Order, service order, contract or other written agreement.
• Party /Parties: Party refers to Norðurál or the Supplier. Parties refers jointly to Norðurál and the Supplier.
• Purchase Order/PO: A written agreement stating type and quantity of goods and/or services as further described in article 2 of these terms.
• Responsible Sourcing: A procurement approach under which environmental, social and governance matters, including human rights, labour conditions, health and safety, business ethics and environmental performance, are considered as part of supplier selection, qualification and ongoing monitoring.
• ESG Assessment: A structured assessment of a supplier’s environmental, social and governance performance, which may include EcoVadis or another equivalent and accepted assessment tool, self-assessment questionnaire, documentation review or audit.

 

1 GENERAL REGARDING PROCUREMENT AND PURCHASE ORDERS

1.1. Purchase Orders are only valid for the goods, services, quantity, scope and amounts specified unless otherwise clearly stated.

1.2. Supplier shall only deliver goods or perform services against a properly issued Purchase Order, service order, contract or other written approval from Norðurál. A Supplier who delivers goods or performs services without such approval is at risk of not receiving payment.

 

2 INFORMATION ON PURCHASE ORDERS

2.1. A Purchase Order shall at least contain the following information:

          For goods:

• Type of product purchased
• Unit size and number of units
• Unit price, total price and transportation cost if applicable
• Delivery time
• Place of delivery and Transportation Company, if applicable

        For services:

• Scope of work
• Deliverables
• Project or cost centre reference
• Agreed hourly rates or fixed price
• Required documentation and applicable safety or site access requirements
• All Purchase orders shall contain any Responsible Sourcing or ESG requirements applicable to the Supplier, the goods or the services, including required ESG assessment, documentation, corrective action plan or audit participation.

 

3 SUPPLIER CONFIRMATION OF PURCHASE ORDERS

3.1. Each Purchase Order shall be confirmed in writing by the Supplier within two working days from
its receipt.
3.1.1. Confirmation shall be sent by e-mail to procurement@nordural.is.

3.2. The Purchase Order becomes fully valid by the confirmation of the Supplier pursuant to clause 3.1 above.

3.3. Supplier confirmation pursuant to clause 3.1 also constitutes his acceptance of the terms and conditions set out in this purchase order.

3.3.1. If information about the product, service, price or other information specified in this purchase order is not in accordance with the offer or information from the supplier, he must contact Norðurál’s purchasing department without undue delay (see information in clause 3.1.1.), which will either correct or cancel the purchase order.

 

4 PLACE OF DELIVERY AND DELIVERY TERMS

4.1. Goods are to be delivered at the place or to the transportation company stipulated in the Purchase Order.

4.2. If a specific transportation company is mentioned in the Purchase Order, the Supplier shall deliver the goods to the nearest receiving station of that company.

4.3. Norðurál does not pay for transportation from the Supplier to the place of delivery. Unless that is specifically stated and accepted as a separate line item in the Purchase Order, such costs are included in the total price on the purchase order.

4.4. If goods are delivered to a different place than specified in the Purchase Order, Norðurál reserves the right to charge the Supplier for all additional costs that Norðurál might incur and subtract from the payment for the purchase.

 

5 DELIVERY TIME

5.1. The Delivery time stated in the Purchase Order is based on delivery at the specified place listed as the place of delivery in the Purchase Order.

 

6 ASSIGNMENT

6.1. Suppliers cannot assign Purchase Orders, neither partially nor in full, to a third party without written permission from Norðurál.

 

7 PACKAGING AND LABELING OF PRODUCTS

7.1. The Supplier must make sure that the goods are properly packed, so they will not be damaged or affected in any way during transportation to the specified place of delivery.

7.2. All packages must be properly labeled with Norðurál’s name and address, and relevant PO number.

7.3. All shipments from a Supplier must be accompanied with a packing list and/or an invoice.

7.4. Goods must be labeled with material number or the supplier’s material name.

7.5. If the goods that are being shipped are categorized as dangerous and/or chemicals, a safety data sheet (SDS) must accompany the goods.

7.6. If the goods that are being shipped are categorized as dangerous and/or chemicals, it is the responsibility of the Supplier that they are packed and labeled in accordance with relevant rules and regulations.

7.7. The supplier shall strive to choose packaging that protects the product from damage during transport, is environmentally friendly, reusable and/or recyclable, and try to minimize it as much as possible.

7.8. Where relevant, the Supplier shall provide information on product origin, material composition, hazardous substances, recycled content, conflict minerals or other sustainability-related information reasonably requested by Norðurál for responsible sourcing, regulatory reporting or customer requirements.

 

8 TERMS OF PAYMENT

8.1. Norðurál pays invoices for goods purchased no later than the end of the next month after delivery of the goods, with the condition that invoices have been received no later than the fifth working day of the payment month, unless otherwise agreed upon in the purchase order. If an invoice does not match the purchase order, it may result in a delay in payment. Norðurál does not pay invoices according to remittance slips. The supplier shall issue a separate invoice for each order or delivery.

8.2. All invoices for construction or maintenance projects received by Norðurál must have a specific project number/order number. A separate invoice must be made for each project (project number/order number) that is completed. An invoice will not be approved unless specific supporting documents are attached to the invoice, so that its validity can be assessed, such as an approved work time report, material report or other information relevant to the payment of the invoice.

8.3. Lack of the above-listed information in art. 8. may result in late payments. During such a delay, Norðurál is not obliged to pay default interest and/or other costs resulting from late payment.

8.4. Invoices in Icelandic krónur shall not contain decimals.

8.5. VAT shall be clearly specified on the invoice.

8.6. Invoices shall be sent electronically via instant messaging service to bokhald@nordural.is, or by post to:

Norðurál Grundartangi ehf.
Grundartangi
301 Akranes

Invoices shall be addressed to the appropriate company

Norðurál Grundartangi ehf.
Id. 570297-2609
Grundartangi
301 Akranes
VAT nr. 54495

Norðurál ehf.
Id. 470404-2130
Skógarhlíð 12
105 Reykjavík
VAT no. 99744

 

9 NORÐURÁL’S RIGHT TO RETURN GOODS

9.1. Norðurál reserves the right to return any goods purchased within 30 days from receipt in Iceland, if the goods have not been used and are in their original state and packaging. This also applies to goods that have been specially made or ordered for Norðurál, if the goods do not comply with the description set forth by the supplier prior to the purchase. Norðurál shall inspect the goods as soon as possible and notify the supplier of any deviations.

9.2. If the supplier delivers the wrong product, Norðurál reserves the right to return the products at the supplier’s expense.

 

10 SUPPLIERS OBLIGATIONS

10.1. A supplier who sells goods or services to Norðurál shall comply with the provisions of collective bargaining agreements with unions, and this applies equally to contractors and their subcontractors.

10.2. The supplier shall comply with laws on working conditions, hygiene, pollution prevention and safety at workplaces. The supplier shall also comply with laws on waste management.

10.3. The supplier shall ensure that individuals entering or working on Norðurál’s premises are over 18 years of age and comply with Norðurál’s safety regulations: Norðurál’s safety rules – Nordural

10.4. The Supplier shall support Norðurál’s Responsible Sourcing requirements and shall, upon request, complete an ESG Assessment, provide relevant documentation, participate in supplier due diligence and implement reasonable corrective actions within an agreed timeframe.

10.5. The Supplier shall comply with applicable laws and internationally recognised principles concerning human rights, labour rights, health and safety, environmental protection, anti-corruption, sanctions, competition law and business ethics, and shall ensure that its subcontractors used for goods or services supplied to Norðurál comply with equivalent requirements.

10.6. The Supplier shall promptly notify Norðurál of any actual or suspected material breach of the requirements in this clause, including serious health and safety incidents, environmental incidents, human rights concerns, corruption, sanctions exposure or other matters that may affect Norðurál’s Responsible Sourcing commitments.

 

11 NONCOMPLIANCE

11.1. It is the Suppliers duty to inform Norðurál about any foreseeable noncompliance to these Terms and Purchase Orders he has received.

11.2. Failure to complete an ESG Assessment, provide requested Responsible Sourcing information, implement agreed corrective actions or cooperate with reasonable audit requests may be treated as noncompliance with these Terms.

11.3. Should there be significant noncompliance by the Supplier with these Terms and/or Purchase Orders, including material noncompliance with Responsible Sourcing or ESG requirements, Norðurál has the right to suspend deliveries or services, require corrective action, terminate the Purchase Order or service order, or disqualify the Supplier from future sourcing processes, having given the Supplier due notice where appropriate.

 

12 DEFAULT OF A SUPPLIER

12.1. In the event of a Supplier default, Norðurál reserves the right to cancel all outstanding Purchase Orders.

 

13 FORCE MAJEURE

13.1. Neither Party shall be responsible towards the other for any noncompliance of these Terms or a Purchase Order, if the reason for the noncompliance is related to a Force Majeure situation.

13.2. Force Majeure events or circumstances include, but are not limited to, strikes, labor and civil disturbances, fire explosions, flood, war, embargo, by compliance with any act or order, demand or request of any international, national, port or other authority, or governmental department, or any similar circumstances that could not with reasonable efforts be prevented by that affected party.

 

14 GOVERNING LAW AND JURISDICTION

14.1. The law of Iceland shall govern the validity, interpretation and enforcement of these terms and Purchase Orders from Norðurál.

14.2. Any dispute related to these Terms or Purchase Orders from Norðurál that cannot be resolved in good faith between the Parties shall be settled through the District Court of West Iceland.

 

15 PRIVACY POLICY

15.1. If applicable, Norðurál processes necessary personal information about supplier‘s employees in accordance with Norðurál’s privacy policy, which is available on Norðurál’s website Privacy policy – Nordural