1. GENERAL PROVISIONS
1.1 The terms and conditions specified below apply to all quotations, offers and acceptance made or given Firenor AS, hereafter referred to as the Company.
1.2 Any deviations therefrom shall be valid only if confirmed in writing by the Company, irrespective of any conditions specified in the Purchaser’s order form.
1.3 In these terms and conditions, the Purchaser means the legal Entity purchasing goods from the Company and the Contract means the binding purchase agreement between the parties, as further described below.
2.1 Unless otherwise stated quotations are valid for acceptance within 30 days from quoting date, and are subject to confirmation by the Company at the time of such acceptance.
3. CONCLUSION OF CONTRACT
The Contract is deemed concluded when, on receipt of an order, the Company confirms its acceptance in writing. Verbal agreements are valid only when confirmed in writing.
4. SCOPE AND EXECUTION OF THE CONTRACT
4.1 The scope and execution of the Contract shall be as specified in the Company’s confirmation of order. Material or work not referred to therein shall be charged additionally.
5. TECHNICAL DOCUMENTATION
5.1 Technical documentation, such as brochures, descriptions, illustrations, drawings and the like, and all weight data, shall be considered as approximate indications only, provided they have not expressly been confirmed to be binding.
5.2 The said documentation may not be used for the construction of the goods or parts thereof unless expressly accepted by the Company.
6. DELIVERY TIME
6.1 Delivery time is as specified in the Contract / Order Confirmation.
6.2 The Company undertakes responsibility to inform the Purchaser of eventual delays, their causes and duration at the earliest convenience.
6.3 If the Purchaser fails to take delivery of the goods on the date agreed to by the Contract, he shall be liable to the Company for any loss occasioned by such failure or refusal and for any charges thereby incurred by the Company and an additional charge of 1.5% per month for the care and custody of the goods. Failure by Purchaser to open L/C as per agreed dates will have similar consequences.
7.1 Unless stipulated otherwise in the terms of acceptance of the order, prices are EXW Kristiansand in accordance with the Incoterms 2010.
7.2 The Company reserves the right to increase the quoted price:
7.2.1 by the amount of increase in the cost due to alterations by Purchaser from the specification on which the quotation or Contract was based,
7.2.2 or if during installation, the Company should incur any extra cost due to interruptions, delays, errors or mistakes affecting the installation for which the Company is not responsible, or any other such cost which has not been a part of the quotation or Contract.
8.1 Unless otherwise, stated payment terms are irrevocable
Letter of Credit in accordance with the following:
8.1.1 The beneficiary shall be:
8.1.2 Correct Letter of Credit shall be received by the Company prior to time of delivery as specified in the Contract / order confirmation or in the Company’s quotation.
8.1.3 The Letter of Credit shall be irrevocable, confirmed and
payable at sight by Norwegian bank.
8.1.4 The Letter of Credit shall not be transferable.
8.1.5 All banking charges for confirmation and amendments shall be for the account of the applicant.
8.1.6 Transshipment shall be allowed.
8.1.7 Latest date of shipment shall be 21 days before expire date.
Both dates shall be specified in the Letter of Credit.
8.1.8 The Letter of Credit shall be advised by authorised telegraphic transfer to the Norwegian bank.
8.1.9 Shipment shall be allowed from any Norwegian airport or any North European port. If shipment shall be made by road, transport will be from Kristiansand, Norway.
8.1.10 Description of goods shall be limited to describe overall system type, and thus components shall not be listed.
8.1.11 A list of required documents shall be sent to the Company for approval prior to application for Letter of Credit is sent to the Purchaser’s bank.
8.2 If 30 days net is accepted, payment is due 30 days after invoice date, unless otherwise agreed.
8.3 Payment is deemed effective when full payment in the currency agreed has been made freely available to the Company, credited to the bank account provided.
8.4 If partial consignments are invoiced, payment shall be made for each individual consignment in accordance with the agreed terms of payment.
8.5 The Purchaser shall not withheld or reduce payments on account of complaints, claims or counterclaims not accepted by the Company.
8.6 Payment shall also be made if unimportant parts are missing, which do not prevent the goods from being used (short shipments etc.).
8.7 If the Purchaser does not observe the agreed due dates of payment he shall without formal notice be liable to pay interest on overdue amounts from the due date, at a rate of 1.5% per month. Payment of such interest does not release the Purchaser from his obligation to make payments on the agreed dates.
9. PROPERTY RIGHT
9.1 The goods supplied remain the Company’s property until full payment is affected.
9.2 The Purchaser undertakes to cooperate in all necessary measures to protect the property.
10.1 Copyright and all other intellectual property rights in all literature, manuals and other information supplied by the Company as part of the products or in connection therewith shall remain the sole property of the Company at all times.
11.1 No cancellation of an order shall be effective unless in writing and accepted by the Company.
11.2 The Company reserves the right to refuse to accept any cancellation of an order. Such refusal has particular relevance to orders to special requirements where processing of goods has been commenced or terminated.
12. TESTING AND ACCEPTANCE OF GOODS
12.1 Testing of the goods before shipment is carried out in the
Company’s factory, in accordance with the Company’s test procedures.
12.2 Additional tests shall be agreed specifically, and cost of such to be borne by Purchaser.
12.3 The Purchaser shall examine the goods within reasonable
time and no later than 30 days after receipt, and inform the Company immediately in writing of all defects and deficiencies for which the Company is responsible. If the Purchaser omits to act so, the goods shall be deemed to have been accepted.
13. RETURN OF GOODS
13.1 No return of goods shall be effective unless in writing and accepted by the Company
14. TRANSFER OF USE AND PASSING OF RISK
14.1 Goods are delivered FCA Kristiansand according to Incoterms 2010, unless otherwise agreed.
14.2 All customs taxes are at the Purchaser’s account.
15.1 Unless otherwise agreed, the goods are guaranteed for 12 months from installation, however, maximised to 18 months from date of shipment ex. works.
15.2 During the guarantee period the Company undertakes upon written request of the Purchaser to repair or replace at the Company’s discretion any parts of the goods delivered which can be proved to be damaged due to bad material, faults in design or poor workmanship.
15.3 The Company will bear the cost of repairing or replacing the defective parts in accordance with the contract. If not specified the Company will only bear the cost for the defective parts. Any costs related to replacement will be at the Purchaser’s account, such as working time, travelling costs etc.
15.4 For replaced parts the guarantee period begins anew, and has same duration as the original guarantee.
15.5 For goods where modifications are carried out without the Company’s consent in writing, the guarantee is void.
15.6 The guarantee does not cover damages resulting from normal wear and tear or improper maintenance or failure to observe the operating instructions or incorrect operation.
15.7 If on expiration of the guarantee period the Purchaser has
made no specific written claim under the terms of the guarantee, the Company is released from the guarantee obligations.
15.8 The Company cannot give a system guarantee unless the system has been put into operation by the Company or by a third party authorised by the Company.
16. LIMITATION OF LIABILITY
16.1 Save in relation to death and personal injury, the Company is under no liability to Purchaser or any third party for any injury, damage or loss howsoever caused by or arising from the goods or the installation thereof, other than for direct physical loss or direct physical damage arising from the sole negligence of the Company or the Company’s employees.
16.2 The Company shall under no circumstances be liable for loss of profit, loss of use, loss of production, or other consequential loss suffered by the Purchaser.
16.3 The Company’s total liability shall under no circumstances
exceed 50% of the agreed net price.
17. FORCE MAJEURE
17.1 The Company is entitled to cancel, rescind or vary any Contract without liability for any loss or damage if the Company is unable to supply the goods or, in the case of goods to be installed the Company is unable to complete the installation thereof, as a result of Act of God, fire, flood, severe adverse weather conditions, invasion, war, act of any foreign enemy, martial law, riot, civil commotion, rebellion, act or restraint of governmental authority, lock-out, strike, trade dispute, or any other cause beyond the Company’s control.
18. JURISDICTION AND LAW APPLICABLE:
18.1 The Contract will be governed by Norwegian law.
18.2 Kristiansand City Court has exclusive jurisdiction to hear and decide any action or proceedings that may arise.
19.1 Special conditions stipulated by the Purchaser which are in contradiction with these General Conditions of Supply are valid only if the Company has accepted such special conditions in writing.
19.2 These General Conditions of Supply are valid in all respects unless otherwise settled by mutual written agreement.