1. Purpose. The purpose of these terms is to set out the terms for sale and delivery (hereinafter jointly called sales) of goods from TORE AAMODT AS (“Seller”), to the purchaser (“Purchaser”). These terms apply to all sales of goods from the Seller to the Purchaser unless otherwise agreed in writing between the parties. These terms have been issued by Seller in both a Norwegian and English version. In case of any discrepancy between the two, Purchaser hereby confirms to be bound by the Norwegian version.
2. Documents and order of priority. The documents regulating a sale have the following order of priority:
(i) specific amendments after the Order Confirmation (as defined below) from Seller approved by both parties in writing,
(ii) the Order Confirmation (as defined below) from Seller,
(iii) the Order from Purchaser,
(iv) the offer from Seller, if such exists,
(v) these general terms,
(vi) NL 01, and thereafter
(vii) the Norwegian Act on Purchase of Goods.
Purchaser’s general terms etc., if any, shall not apply except if and to the extent approved by Seller in writing and sent to Seller prior to such approval.
3. Offer, Order and Order Confirmation. Seller normally grants Purchaser a time limited offer to order the goods. Purchaser thereafter orders (“Order”) the goods with a reference to the offer. If the offer and the Order correspond, or Seller confirms the Order, other than by way of a written Order Confirmation, a binding agreement has been entered into. If the offer and the Order deviate, then the Seller can choose between (i) not approving the Order and (ii) approving the Order by an order confirmation (“Order Confirmation”). If Seller is passive, then Seller is only regarded as having approved the Order to the extent Seller actually requests deliveries under the Order.
4. Delivery. Delivery takes place Ex Works / EXW in accordance with ICC Incoterms 2000 at Seller’s place of sales in Drammen, Norway (”Place of Delivery”). Seller is thus not responsible for any transportation or insurance from the Place of Delivery except if otherwise agreed. Seller has delivered the goods and transferred the risk for the goods to Purchaser when the goods are made ready for transport with packaging bearing Purchaser’s name and postal address at the Place of Delivery. Seller has limited storage facilities and Purchaser may therefore not ask to postpone the delivery. Notwithstanding the above, if delivery is delayed due to circumstances of the Purchaser, the Seller may invoice Purchaser for storage time after the agreed delivery date. The agreed delivery date is based on information from the Seller’s suppliers. Seller may postpone delivery if Purchaser or any related company or person has not paid any debt due to Seller.
5. Delay. If Seller’s supplier(s) are delayed in delivering the goods to Seller under an Order, Seller is not responsible to Purchaser for such delay, but shall nevertheless as soon as possible notify the Purchaser of the delay. Purchaser may cancel the relevant delivery to the extent Seller may also cancel it with Seller’s supplier(s) without negative consequences. In the case of cancellation, if the Seller’s supplier(s) require(s) compensation, then the Seller shall give the Purchaser the option to cancel upon payment by Purchaser of the compensation.
6. Payment Terms. Seller’s prices are exclusive of VAT, other applicable fees and charges, freight and insurance. The Purchaser may only pay using the stated currency. Ordinary payment terms are not later than 30 calendar days after the invoice date. The invoice date is the date of delivery of the goods, cf. above. Interest of 12 % per annum will be payable on any late payment. If Purchaser does not pay its debt to Seller when due, the Seller may demand payment of all outstanding invoices owed by the same Purchaser or its related companies or persons. If goods are delivered in instalments, the Seller may invoice separately for each instalment delivered.
Seller holds the delivered goods as security for unpaid invoices of the delivered goods until the purchase price with any interest and fees are paid in full (cf. the Norwegian Act on Mortgages and Pledges) section 3-14, cf. section 3-22). Payment by cheque or other payment instructions are not regarded as payment before Seller is credited in full.
7. Security. Seller may request specific security or prepayment for the Purchaser’s payment of the purchase price if, after an agreement for sales is executed, the Seller discovers that Purchaser is in financial difficulties, for example if Purchaser has two payment remarks, decreased credit rating, any form for debt negotiations, any debt arrangement, bankruptcy or if any party files a petition for the opening of bankruptcy of Purchaser, Seller may in such case withhold its delivery until requested security is in place.
8. Cancellation. Purchaser may only cancel the goods after agreement with Seller in writing.
9. Returns. The return of goods after delivery is only allowed if Seller agrees in writing to such return. Permitted return of goods without accompanying documentation will not be credited to Purchaser due to lack of traceability unless sufficient documentation is provided later. Unless otherwise agreed, the Seller will charge 20 % of the sales price as a return fee.
10. Labelling of goods. All deliveries of goods will be labelled with Purchaser’s Order number, provided this is specified by Purchaser or Seller.
11. Complaints and responsibility. After his receipt of the goods, Purchaser shall immediately, and within 10 calendar days, investigate them. Purchaser shall notify Seller of any complaint within 15 calendar days after receipt of the goods, after which date the purchaser may not present any claims towards seller due to defects, errors, delay or other issues. The reason for the short deadline for complaints is the Seller’s limited opportunity to file complaints with the Seller’s suppliers. Complaints shall be in writing, specify the defect, where the goods are, the Purchaser’s contact person and other information important connected to the Purchaser’s requested repair or re-delivery.
Purchaser is obliged to approve any repair or re-delivery after a complaint, the option of which shall be at the discretion of Seller giving regard to Purchaser’s opinion. If Seller or Seller’s suppliers perform a satisfactory correction or re-delivery within 60 calendar days from the date on which the complaint was received by Seller, Purchaser may not file other claims against Seller. By request of Seller, Purchaser shall send the goods to the Seller’s supplier for review and possible correction or re-delivery, unless this would be very onerous for Purchaser giving due consideration to Seller’s cost saving. If the goods are very important to Purchaser, Seller shall use its reasonable endeavours to re-deliver or find a temporary replacement as soon as reasonably possible.
Purchaser acknowledges Seller does not commit investigations/reviews of goods from the Seller’s suppliers. Seller’s single and total responsibility to Purchaser is under any circumstances limited to direct loss, however not exceeding the sales price payable by the Purchaser. Seller does not bear the risk for information provided in connection with those goods in the case that such information is not provided directly by the Seller or explicitly referred to by Seller. Purchaser bears the risk for his own assumptions as to the goods, unless such assumptions are a part of the agreement. Seller does not hold any product liability for the goods.
Seller is not responsible for any penalties or fines the Purchaser may have agreed with its contractual partners. Seller is not responsible for any events or effects due to force majeure or being out of Seller’s control. If any such events or effects hinders delivery of goods for more than 30 calendar days, or it is beyond doubt that such hindrance will occur, each of the parties may revoke that part of an Order, or the whole Order, to the extent the hindrance is caused by said event or effect, provided that Seller does not become liable or responsible for payment to its supplier in any way.
If Seller’s supplier for any reason revokes, annuls, cancels, postpones/delays or reduces the sale of the goods to the Seller, then Seller may by notice in writing to Purchaser take similar action against Purchaser without Seller being responsible. The parties shall in such case try to solve the situation in the best reasonable way for the Seller and Purchaser.
Even if Seller is not responsible with regard to this section 11, Seller shall try and direct any reasonable claims from Purchaser towards Seller’s suppliers to the extent possible under the Seller’s agreement with its supplier at all times. This does not imply Seller’s acknowledgement of any responsibility towards Purchaser, but is a pure service by Seller. The provisions on responsibility under this section 11 are considered by Seller when pricing the goods.
12. Service and information. Seller will assist Purchaser with providing necessary technical information at the request of Purchaser.
13. Transfer of the Agreement. Neither party may transfer any rights or obligations under this agreement without prior written approval of the other party. Seller may after delivery nevertheless transfer Seller’s claim for payment from Purchaser, and Purchaser may after full payment transfer his claim for delivery, provided that there are no extra costs for Seller.
14. Goods delivered by SCANCON. Delivery of goods from SCANCON is subject to SCANCON’s sales terms instead of these general terms. It is expressly notified that TORE AAMODT AS only acts as agent for SCANCON and does not sell goods in own name. This section applies even if, due to Purchaser’s administrative routines, TORE AAMODT AS issues an invoice it its name, or issues or signs other documents, as seller or supplier.
15. Communication. Where these general terms require writing, this requirement shall be regarded as fulfilled when using e-mail (provided that the e-mail is confirmed received by the receiver), fax, ordinary letter or registered letter. Seller may however demand that one of these forms for communication or notification is used by Purchaser.
16. IPR. All intellectual property and proprietary rights and know how relating to goods and related documentation belongs to Seller or the Seller’s supplier, and Purchaser only receives a limited user right limited to what’s necessary for the ordinary use of the goods.
17. Confidentiality. Purchaser and Seller shall treat all information on goods, suppliers and each other as confidential.
18. Disputes. The parties shall in case of any and all disputes under or relating to this agreement first try to solve the dispute through negotiations. If such fail, disputes shall be governed by Norwegian law with Drammen city court as the first venue.