GENERAL TERMS AND CONDITIONS
1. These General Conditions apply unless otherwise agreed in writing.
The object(s) to be supplied under these General Conditions is (are) hereinafter referred to as the Product.
Wherever these General Conditions use the term in writing, this shall mean by document signed by the parties, or by letter, fax, electronic mail and by such other means as are agreed by the parties.
2. All information and data contained in general product documentation and price lists, whether in electronic or any other form, are binding only to the extent that they are by reference expressly included in the contract or in other way accepted by the customer.
INTELLECTUAL PROPERTY RIGHTS
3. Intellectual property rights (IPR) means all copyright, patent rights, design rights (whether registered or unregistered), technology descriptions, mask work rights, know-how, moral rights, rights in trade names, internet domains, logos and get up and trade and service marks and any other industrial or intellectual property rights anywhere in the world and includes any application for registration of any such right;
IPRs, including technical documents or other technical information received by any party shall not, without the consent of the other party, be used for any other purpose than that for which they were provided. They may not, without the consent of Norsap, otherwise be used or copied, reproduced, transmitted or communicated to a third party.
Norsap shall not be obliged to provide manufacturing drawings for spare parts.
DELIVERY. PASSING OF RISK
4. Any agreed trade term shall be construed in accordance with the INCOTERMS 2010.
If no trade term is specifically agreed, the delivery shall be Ex works (EXW).
TIME FOR DELIVERY. DELAY
5. If the parties, instead of specifying the date for delivery, have specified a period of time on the expiry of which delivery shall take place, such period shall start to run as soon as the contract is entered into, all official formalities have been completed, payments due at the formation of the contract have been made, any agreed securities have been given and any other preconditions have been fulfilled.
6. If Norsap anticipates that we will not be able to deliver the Product at the time for delivery, we shall forthwith notify the Purchaser thereof in writing, stating the reason, and, if possible, the time when delivery can be expected.
7. If the Purchaser anticipates that he will be unable to accept delivery of the Product at the delivery time, he shall forthwith notify the Norsap in writing thereof, stating the reason and, if possible, the time when he will be able to accept delivery. If the Purchaser fails to accept delivery at the delivery time, he shall nevertheless pay any part of the purchase price which becomes due on delivery, as if delivery had taken place. Norsap shall arrange for storage of the Product at the risk and expense of the Purchaser.
8. Unless otherwise agreed in writing payments shall be made within 30 days of the date of the invoice.
9. If the Purchaser fails to pay by the stipulated date, Norsap shall be entitled to interest from the day on which payment was due. The rate of interest shall be as agreed between the parties. If the parties fail to agree on the rate of interest, it shall be 8 percentage points above the rate of the main refinancing facility of the European Central Bank in force on the due date of payment. In case of late payment Norsap may, suspend the service obligation until payment is received.
LIABILITY FOR DEFECTS
10. Norsap`s liability is limited to defects which appear within a period of one year from delivery.
Norsap AS, being the manufacturer, certify that the goods have been inspected and tested in accordance with the standard procedures.
Norsap has warranty terms during a period of 24 months from the date the goods arrive at the final destination, but no longer than 12 months from the date the goods are received by the end user, whichever comes earlier.
11. When a defect in a part of the Product has been remedied, Norsap shall be liable for defects in the repaired or replaced part under the same terms and conditions as those applicable to the original Product for a period of one year. For the remaining parts of the Product the period mentioned in Clouse 10 shall be extended only by a period equal to the period during which the Product has been out of operation as a result of the defect.
12. The Purchaser shall without undue delay notify Norsap in writing of any defect which appears. Such notice shall under no circumstance be given later than two weeks after the expiry of the period given in Clause 10. The notice shall contain a description of the defect. If the Purchaser fails to notify Norsap in writing of a defect within the time limits set forth in the first paragraph of this Clause, the Purchaser loses the right to have the defect remedied. Where the defect is such that it may cause damage, the Purchaser shall immediately inform Norsap in writing. The Purchaser shall bear the risk of damage resulting from his own failure.
13. On receipt of the notice under Clause 10 Norsap shall remedy the defect without undue delay and at own cost as stipulated in Clauses 10-24 inclusive. Repair shall be carried out at the place where the Product is Located unless Norsap deems it appropriate that the defective part or the Product is returned to him for repair or replacement.
Norsap is obliged to carry out dismantling and re-Installation of the part if this – in Norsaps point of view – requires special knowledge. If such special knowledge is not required, Norsap has fulfilled the Obligations in respect of the defect when Norsap delivers to the Purchaser a duly repaired or replaced part.
14. If the Purchaser has given such notice as mentioned in Clause 12 and no defect is found for which Norsap is liable, Norsap shall be entitled to compensation for the costs he has incurred as a result of the notice.
15. The Purchaser shall at his own expense arrange for any dismantling and reassembly of equipment other than the Product, to the extent that this is necessary to remedy the defect.
16. Unless otherwise agreed, necessary transport of the Product and/or parts thereof to and from Norsap in connection with the remedying of defects for which Norsap is liable shall be at the risk and expense of Norsap. The Purchaser shall follow Norsap’s instructions regarding such transport.
17. Unless otherwise agreed in written, the Purchaser shall bear any additional costs which the Norsap incurs for repair, dismantling, installation, travelling, salaries and transport.
18. Defective parts which have been replaced shall be made available to the Norsap and shall be his property.
19. If, within three months from notice – , Norsap does not fulfill his obligations under Clause 13, the Purchaser may by notice in writing fix a final time for completion of Norsap’s obligations.
If Norsap fails to fulfill his obligations within such final time, the Purchaser may himself undertake or employ a third party to undertake necessary remedial works at the risk and expense of Norsap.
Where successful remedial works have been undertaken by the Purchaser or a third party, reimbursement by the Norsap of reasonable costs incurred by the Purchaser shall be the full settlement of Norsap’s liabilities for the said defect.
20. Where the defect has not been successfully remedied, as stipulated under Clause 19,the Purchaser is entitled to a reduction of the purchase price in proportion to the reduced value of the Product, provided that under no circumstance shall such reduction exceed 15 per cent of the purchase price, or
21. Norsap is not liable for defects out of materials provided, or a design stipulated or specified by the Purchaser.
22. Norsap is liable only for defects which appear under the conditions of operation provided for in the contract and under proper use of the Product.
Norsap’s liability does not cover defects which are caused by faulty maintenance, or faulty repair implemented by the Purchaser or by alterations carried out without Norsap’s consent in writing.
Finally the Norsap’s liability does not cover normal deterioration.
23. Notwithstanding the provisions of Clauses 10-22 Norsap shall not be liable for defects in any part of the Product for more than two years from the beginning of the period given in Clause 10. This limitation of Norsaps liability shall not apply in case of gross negligence.
24. Save as stipulated in Clauses 10-23, Norsap shall not be liable for any defect. This applies to any loss the defect may cause including loss of production, and other indirect loss. Norsaps liability shall however in any case never exceed Norsaps insured amount, currently being NOK 12 mill. .
ALLOCATION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT
25. Norsap shall not be liable for any damage to property caused by the Product after it has been delivered and whilst it is in the possession of the Purchaser. Nor shall Norsap be liable for any damage to products manufactured by the Purchaser, or to products of which the Purchaser’s products form a part.
If Norsap incurs liability towards any third party for such damage to property as described in the preceding paragraph, the Purchaser shall indemnify, defend and hold Norsap harmless.
If a claim for damage as described in this Clause is lodged by a third party against one of the parties, the latter party shall forthwith notify the other party thereof in writing.
Norsap and the Purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by the Product. The limitation of Norsap’s liability in the first paragraph of this Clause shall not apply where Norsap has been guilty of gross negligence.
26. Either party shall be entitled to suspend performance of his obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any of the following circumstances beyond the control of the parties such as –but not limited to – fire, war, extensive military mobilization, insurrection, requisition, seizure, embargo, restrictions in the use of power and defects or delays in deliveries by sub-contractors caused by any such circumstance referred to in this Clause.
A circumstance referred to in this Clause whether occurring prior to or after the formation of the contract shall give a right to suspension only if its effect on the performance of the contract could not be foreseen at the time of the formation of the contract.
27. The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstance.
If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate Norsap for expenses incurred in securing and protecting the Product.
28. Regardless of what maybe otherwise follow from these General Conditions, either party ought to be entitled to terminate the contract by notice in writing to the other party if performance of the contract is suspended under Clause 26 for more than six months.
29. Notwithstanding other provisions in these General Conditions regarding suspension, each party shall be entitled to suspend the performance of his obligations under the contract, where it is clear from the circumstances that the other party will not be able to perform his obligations. A party suspending his performance of the contract shall forthwith notify the other party thereof in writing.
30. Save as otherwise stated in these General Conditions there shall be no liability for either party towards the other party for loss of production, loss of profit, loss of use, loss of contracts or for any other consequential or indirect loss whatsoever.
DISPUTES AND APPLICABLE LAW
31. All disputes arising out of or in connection with the contract shall be finally settled in Oslo, Norway under the Rules of Arbitration of Oslo Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.
32. The contract shall be governed by the laws of Norway.