Suppliers
General Purchasing Terms for Goods and Services
1. General conditions
These general purchasing terms shall apply for all purchases of products, components, or raw materials (Products) made by Everfuel A/S or any of its affiliated companies (Everfuel) unless otherwise agreed. By order confirmation or execution, the vendor accepts the present purchase conditions. The sales- and delivery terms of vendor do not apply to any deliveries of Products made to Everfuel, even if the terms are not explicitly rejected by Everfuel.
2. Formation of contract
Everfuel will on a case-by-case basis issue purchase orders to vendor and request the supply of Products. A contract is concluded between Everfuel and the vendor when Everfuel has issued a purchase order to the vendor and the vendor has accepted such order by issuing an order confirmation.
3. Delivery
Delivery of Products shall occur on the day or within the time noted in the contract. Delivery is free of charge to the address noted in the purchase order (DDP, Incoterms 2020). Delivery has taken place when the Products have been received by or on behalf of Everfuel accompanied by a delivery note with a specification of the Everfuel purchase order number, position number, Product number, type, quantity, and also date and work certificate if and when necessary.
4. Delay
If and when there is a delay or expected delay of Products, the vendor shall promptly notify Everfuel hereof in writing. Everfuel may, unless vendor can prove force majeure, maintain the or terminate the contract. If Everfuel chooses to maintain the purchase, Everfuel may demand a 0,5 per cent penance of the contract amount for each commencing week of delay until delivery has occurred. Notwithstanding whether or not Everfuel chooses to terminate the contract, Everfuel may demand compensation for the losses suffered in connection with the delay. The vendor’s maximum liability in connection with the delay shall not exceed 20 percent of the contract amount. Everfuel shall, without undue delay, inform the vendor if Everfuel decides to terminate the contract.
5. Quantity and quality
Deviations from the ordered quantity is in each and every case to be approved in writing by Everfuel. The vendor shall also not deviate from specifications without Everfuel’s written approval.
6. Terms of payment
Payment conditions are current month plus 30 days from Everfuel’ receipt of an accurate invoice. However, the invoice shall not be issued earlier than delivery. The invoice shall be sent to the email address stated in the purchase order in PDF format and must (where applicable) include Everfuel’ purchase order number, product number, quantity, price and date in addition to meeting the general Danish custom and tax requirements. Everfuel reserves the right to reject any invoice that does not meet the above-mentioned items. The vendor may only demand interests on overdue payments in accordance with the Danish Interest Rates Act.
7. Guarantee
For a period of 24 months and any potential extension thereof, vendor warrants that the Products delivered (i) are new and unused; (ii) are fit for the purpose for which they are procured; (iii) are free from defects in design, materials, and workmanship; and (iv) fulfil all applicable laws, regulations, norms and standards. The guarantee period shall commence on the date on which the Products have been commissioned in commercial operation, however no longer than 30 months from the date of delivery. If and when Everfuel ascertains defects within the guarantee period, vendor is to be informed hereof without undue delay. Everfuel may then, at its own choice, terminate the contract, return the Products to vendor at its expense, demand remedial action, replacement and/or demand compensation for the occurred damages, or a price reduction equivalent to the reduced value of the Product. Where applicable, if vendor has not remedied or replaced the defective Products, Everfuel may remedy the ascertained defects at the cost and risk of the vendor. If a remedy or replacement occurs, a new guarantee period shall commence for the affected Products.
8. Documentation, marking and certification
Vendor shall ensure that the Products are accompanied by all documentation, certification and marking required to incorporate the Products in the markets of EU. The Products must consequently be at least CE marked. All specifications, descriptions, drawings, documentations, timetables and other material provided by Everfuel to the vendor as part of the cooperation or in connection with the purchase orders are the property of Everfuel and may only be used by vendor for the sole purpose of supplying the Products to Everfuel and fulfilling the contracts. The parties have not transferred any intellectual property rights to the other party in connection with the contracts or the parties’ commercial cooperation.
9. GDPR
Everfuel and vendor, as applicable, will collect and process the personal data as data controllers. The parties acknowledge and agree that they will provide all its employees and/or third parties engaged by the parties, as applicable, with information about the other party’s collection and processing of their personal data. Such information must comply with applicable data protection laws, including Article 13 and 14 of the General Data Protection Regulation. Either party will defend and indemnify the other party from and against all claims raised by an employee or third party engaged by the party due to the party’s non-compliance with this clause.
10. Confidentiality
The parties may not disclose any confidential information received from the other party or information relating to the contracts, unless for the sole purpose of performing and executing the contracts. Everfuel is on a need-to-know basis entitled to disclose information relating to vendor’s Products for the purpose of sourcing products or components from other suppliers. The confidentiality obligation shall also apply after the parties’ fulfilment of the contracts.
11. Force majeure
If the parties’ fulfilment of their respective deliveries is delayed or suspended due to a force majeure event, the affected party shall immediately give notice hereof to the other party. During such events, the affected party’s obligations will be suspended. If a force majeure event lasts for more than 90 days, the other party may without liability terminate the affected contract by written notice to the other party.
12. Product liability
The vendor shall indemnify and hold Everfuel harmless against any claims raised in relation to bodily injury; and/or property damage arising out of or caused by the Products. The vendor is obligated to participate in any court or arbitration case examining such claims.
13. Governing law, venue and settlement of disputes
Efforts shall be made by the involved parties to settle the disputes, if any, amicably. Any dispute originating from the contracts between the vendor and Everfuel is subject to Danish law but excluding the United Nations Convention on Contracts for the International Sale of Goods (CISG). All controversies and claims arising out of or relating to a contract (including post-termination obligations), or a breach thereof, shall be resolved exclusively by arbitration, before a tribunal of three arbitrators, administered by the Danish Institute of Arbitration in accordance with its rules and procedures. The place of the arbitration shall be held at a mutually convenient time and location in Herning, Denmark. The procedural language shall be English unless all parties to the dispute are based in Denmark, in which case the procedural language shall be Danish.
Code of Conduct for Suppliers and Partners
Code of Conduct
for Suppliers and Partners
1. Purpose and Scope
This Code of Conduct for Suppliers and Partners (the “Code”) sets out the minimum requirements Everfuel expects from every party that supplies goods, services, or works to Everfuel A/S and its subsidiaries. It is based on the UN Global Compact, the UN Guiding Principles on Business and Human Rights, the OECD Guidelines for Multinational Enterprises, and the ILO core conventions, and is informed by the UN Sustainable Development Goals. Where this Code and applicable law differ, the more stringent requirement applies.
Definitions
“Supplier” means any entity or individual that provides goods, services, or works to Everfuel under a purchase order, contract, framework agreement, or equivalent arrangement, including subcontractors, agents, intermediaries, joint-venture partners, on-site contractors, and tier-2 and beyond suppliers performing work related to an Everfuel scope. “Partner” means any commercial counterparty that is not a customer, including distributors, resellers, and consortium partners. The Code applies to the Supplier’s and Partner’s own personnel and to any party they engage to perform work for Everfuel.
2. General
Living our values and acting with integrity makes us trustworthy. Suppliers shall conduct all business in compliance with applicable national and international laws and regulations and shall comply with this Code or an equivalent standard agreed with Everfuel in writing. Where requirements differ between this Code, contract, and law, the most stringent shall apply.
3. Compliance, Due Diligence and Continuous Improvement
Suppliers shall have proportionate management systems and due diligence processes in place to identify, prevent, mitigate and, where relevant, remediate adverse impacts related to human rights, labor rights, environment, and business ethics in their own operations and supply chains.
Upon reasonable request, Suppliers shall provide relevant information and enable audits or assessments by Everfuel or a third party acting on Everfuel’s behalf. Everfuel bears the cost of routine audits. If an audit identifies material non-compliance, the Supplier shall bear Everfuel’s reasonable audit costs and the cost of any corrective verification.
Suppliers shall ensure that their own suppliers and sub-suppliers comply with this Code or an equivalent standard. Suppliers shall not subcontract or assign any material part of the work performed for Everfuel without Everfuel’s prior written consent, and shall remain fully responsible for the performance and conduct of any subcontractor they engage.
4. Human and Labor Rights
Suppliers shall respect all internationally recognized human rights, including the principles set out in the International Bill of Human Rights and the ILO core conventions.
Forced and child labor
All forms of forced labor, modern slavery, and human trafficking are prohibited. Workers shall be free to enter and terminate employment voluntarily, and Suppliers shall not retain identity documents. Suppliers shall not employ child labor and shall protect young workers from hazardous or night work in accordance with applicable law.
Non-discrimination and fair treatment
Suppliers shall provide a workplace free from harassment and discrimination and shall treat all workers with dignity and respect.
Freedom of association
Suppliers shall respect workers’ rights to freedom of association and collective bargaining in accordance with applicable law.
Working conditions
Suppliers shall ensure fair working hours, wages, benefits, and leave in compliance with applicable laws and collective agreements. Overtime shall be voluntary and compensated in accordance with applicable law.
5. Health and Safety
Suppliers shall provide a safe and healthy working environment and take appropriate measures to prevent work-related injuries and illnesses. Health and safety risks shall be identified, managed, and followed up, and workers shall receive relevant health and safety training. The use of alcohol or other impairing substances during working hours is prohibited.
Suppliers shall actively work towards the objective of zero work-related fatalities. Suppliers shall maintain a plan describing how this objective is pursued, including preventive measures, leadership commitment, and continuous monitoring and improvement of health and safety performance.
Suppliers performing work on Everfuel sites, or transporting Everfuel products under ADR or equivalent dangerous-goods regimes, shall comply with Everfuel’s site rules, permit-to-work system, and any additional HSE requirements communicated by Everfuel.
Process safety and explosive atmospheres
Suppliers performing work involving hydrogen, high-pressure gas, cryogenic fluids, or other major-accident hazards shall apply process safety principles and shall comply with applicable explosive-atmosphere legislation, including the EU ATEX
directives. Equipment supplied for use in classified zones shall be certified to ATEX.
Hydrogen competence
Suppliers performing work on, or supplying equipment for, hydrogen production, storage, transport, or dispensing shall ensure their personnel are qualified for hydrogen service, including awareness of hydrogen flammability, leak behaviour, invisible flame, and hydrogen embrittlement, and shall follow recognised industry guidance.
Incident and near-miss reporting
Suppliers shall report to Everfuel any incident or dangerous occurrence involving Everfuel personnel, sites, products, or scope of work without undue delay, and in any event within 24 hours of becoming aware. Suppliers shall also share near-misses that could have led to a serious incident, and shall cooperate in any investigation.
Stop-work authority
Any person performing work for Everfuel has the authority and obligation to stop work that is unsafe or non-compliant, without fear of retaliation. Suppliers shall extend the same authority to their own personnel and subcontractors.
6. Environmental Responsibility and Climate
Suppliers shall comply with applicable environmental laws and regulations and manage their operations in an environmentally responsible manner. Suppliers with significant environmental or climate impacts shall maintain appropriate environmental management systems and take reasonable steps to reduce emissions, waste, and other adverse impacts.
7. Business Integrity and Ethics
Suppliers shall conduct business ethically and with integrity and shall not engage in corruption, bribery, extortion, fraud, money laundering, or other financial crime. Suppliers shall comply with applicable competition, export control, and sanctions laws, and avoid conflicts of interest.
8. Data Protection and Information Security
Suppliers shall comply with applicable data protection and privacy laws, including the EU General Data Protection Regulation (GDPR). Where a Supplier processes personal data on behalf of Everfuel, the Supplier shall do so only on documented instructions, apply appropriate technical and organizational measures, and enter into a data processing agreement with Everfuel before processing begins.
Suppliers shall protect Everfuel’s confidential information, intellectual property, and any access granted to Everfuel systems, sites, or data against misuse, loss, and unauthorised disclosure. Access shall be limited to those who need it for the work performed for Everfuel, credentials shall not be shared, and any actual or suspected security incident affecting Everfuel shall be reported without undue delay.
9. Reporting Concerns
Suppliers shall provide or participate in appropriate grievance mechanisms and shall not retaliate against anyone raising concerns in good faith. Concerns about actual or suspected breaches of this Code or applicable law may be reported through Everfuel’s whistleblower channel, which allows anonymous reporting:
everfuel.whistleblowernetwork.net
Material or repeated violations of this Code may result in corrective action requirements, suspension, or termination of the business relationship.
10. Term, Review and Acceptance
This Code is reviewed at least every 24 months and may be updated to reflect changes in law, regulation, or Everfuel’s policies. The current version is available at www.everfuel.com. By doing business with Everfuel, the Supplier confirms that it has read, understood, and will comply with this Code.