Special business terms and conditions

1. The scope of the framework agreement

1.1 “Contract” refers to the agreement between the Parties under the Framework Agreement on trading in foreign exchange (FX) and financial instruments, as well as agreements on options, futures and swaps on interest rates, FX and financial instruments, indices and commodities, including agreements on financial instruments which are subject to the Norwegian Securities Trading Act Section 2-2 (1) no. 1 and 4.

For each Contract, DNB will send the Customer a confirmation (“the Confirmation”), cf. item 2 below.

1.2 Unless agreed otherwise between the Parties in writing, the Framework agreement shall apply to Contracts that have already been entered into, and Contracts that are entered into in future.

2. Entering into contracts – confirmation

2.1 When a Contract is entered into by phone or in any other way that is not in writing, the Contract is binding from that point on, and not only when the Confirmation is later sent or received. DNB is obliged to record phone calls. Recordings can be used to document the contents of a Contract entered into by phone.

2.2 Each contract shall be immediately confirmed by letter, fax, SWIFT, electronically or in another way that the Parties may agree in writing. If the Confirmation is not received, the Customer must immediately contact DNB.

When the Customer receives the Confirmation, the Customer must immediately check that it is in accordance with the Contract entered into and without undue delay draw attention to any inconsistencies. If the Customer does not raise any complaints, the Customer may be bound by the Confirmation even though it is not in accordance with the terms and conditions agreed upon when entering into the Contract. Confirmations that need to be signed by the Customer must be signed immediately upon being received and returned to DNB.

3. Payments

3.1 On the payment date, the Parties shall pay to each other the amounts detailed in the Confirmation, to the agreed bank accounts. With the exception of counter claims under item 4.1, payment must be made without the Customer applying any form of deduction, possessory lien or counter claim.

4. Counter claims and security

4.1 If one of the Parties (“x”) breaches their obligations under the Framework Agreement, the other party (“y”) has the right to offset any claim y has against x under the Framework Agreement against any claim x has against y, cf. also Section 14-2 of the Norwegian Securities Trading Act. This also applies if the claims concern different currency types or if they have not fallen due. For counter claims in claims with different currencies, the claims must be converted to NOK as per DNB’s prevailing rates.

4.2 If a guarantee or pledge for obligations under the Framework Agreement is agreed, this will be stated in a separate agreement or separate guarantee or pledge agreement.

5. Breach

5.1 A breach will be considered to have occurred if

• (i) the Customer does not deliver the agreed service or does not pay the agreed amount by the right time for Contracts entered into under the Framework Agreement;
• (ii) the customer breaches any other obligation or contract with DNB.

5.2 A material breach will be considered to have occurred if:

• (i) a breach occurs as specified under item 5.1 and the matter is not corrected within two banking days after the Customer is made aware of the matter;
• (ii) the Customer becomes insolvent, enters into debt negotiations of any kind, suspends their payments or enters into bankruptcy proceedings or public administration, or disbursements are made in the customer's assets;
• (iii) a significant weakening of the Customer’s financial position occurs that is apt to weaken the Customer’s ability to meet its obligations under the Framework Agreement and the Customer, by a reasonable deadline set by DNB, has not given DNB sufficient security for the Customer’s implementation of Contracts under the Framework Agreement;
• (iv) the Customer liquidates their business or significant parts of it or the Customer loses a licence, permit or that which is necessary for the Customer’s business;
• (v) the Customer dies, or is put under guardianship or another event occurs that means the Customer cannot fulfil its responsibility for Contracts under the Framework Agreement; or
• (vi) the Customer has given DNB erroneous or deficient information about a matter of significance to the Framework Agreement, including the Customer’s financial position.

5.3 In the event of a breach, DNB has the immediate right to (i) hold back services that DNB owes the Customer as security for any obligation the Customer has vis-à-vis DNB;

5.4 In the event of a breach, in addition the powers specified under 5.3, DNB has the right to

• (i) regard non-completed tasks or orders as cancelled;
• (ii) carry out on the Customer’s behalf and at the Customer’s risk that which DNB considers necessary to cover or reduce losses or liabilities as a result of Contracts entered into with the Customer, including carrying out full or partial cover purchases and/or sell-out pre-advice notices on the Customer’s behalf and at the Customer’s risk;
• (iii) implement counter claims, cf. item 4.

5.5 Any cover transactions must be made at rates which are reasonable according to the position of the market.

5.6 The Customer is liable, and shall indemnify DNB against losses, expenses and obligations of any kind incurred by DNB as a direct or indirect result of a breach or rule violation, including mark-to-market losses from cover transactions, incurred interest and interest on overdue payments, fees and charges for internal and external legal assistance. Such documented losses, expenses and obligations must be paid upon demand for payment.

6. Termination of framework agreement

6.1 Each of the Parties can terminate the agreement in writing without prior notice. If a Party has terminated the Framework Agreement, no new Contracts shall be entered into. The Framework Agreement shall apply to unfinished Contracts and until all obligations and rights regulated by the Framework Agreement are met.

7. Miscellaneous provisions

7.1 The Customer cannot transfer any right or obligation under the Framework Agreement to anyone else without DNB’s written consent.

7.2 None of the Parties shall be obliged to enter into any Contract under the Framework Agreement.

7.3 In the event that one or more provisions in the Framework Agreement should in any way be declared invalid, illegal or unfeasible, this shall not have any impact on the other provisions under the agreement.

7.4 For conditions or circumstances not regulated by this Agreement, DNB Markets’ general business terms and conditions and guidelines for order execution of financial instruments apply, which can always be found on our page that contains all of the prices and terms and conditions.

8. Jurisdiction

8.1 The Framework Agreement, Contracts and Confirmations are regulated by Norwegian law and the Parties adopt Oslo as the correct legal venue.

The Framework Agreement is dated, signed and issued in two copies, and the Parties shall keep one copy each.