1. Scope and Precedence
1.1 These Terms apply to all Offers made by the Seller and to all Orders accepted by the Seller, unless expressly stated otherwise.
1.2 In the event of conflict, the following order of precedence applies:
i) special terms set out in an individual Order,
ii) these General Terms,
iii) any other document referred to by the Buyer.
1.3 Any failure or delay by the Seller in exercising rights under this Agreement shall not be construed as a waiver.
2. Definitions
“Agreement”: These General Terms together with the relevant Offer and Order.
“Buyer”: The person or legal entity purchasing Goods from the Seller.
“Goods”: Products offered by the Seller and/or purchased by the Buyer.
“Offer”: Any quote, proposal, or offer to sell Goods provided by the Seller.
“Order”: Any purchase order or similar instrument issued by the Buyer and accepted by the Seller.
3. Prices and Payment
3.1 Prices apply only to the specific quantities, specifications, and delivery schedules set forth in the Seller’s Offer. Adjustments may be made for variations in quantity, specification, delivery,
or shipping costs.
3.2 All prices are Ex Works (EXW) in accordance with Incoterms 2020.
3.3 Standard payment terms for domestic Orders are net 14 days from invoice date,subject to credit approval. For international Orders, payment may be required in advance by wire transfer or by irrevocable letter of credit confirmed with the Seller’s bank.
3.4 Each shipment constitutes a separate transaction and must be paid for accordingly.
3.5 Late payments bear interest in accordance with the Norwegian Act on Interest on Overdue Payments (“Forsinkelsesrenteloven”).
4. Taxes
All applicable taxes, duties, or charges (present or future) related to the manufacture, sale, or delivery of the Goods shall be borne by the Buyer, unless a valid exemption certificate is provided.
5. Delivery and Risk of Loss
5.1 Unless otherwise stated, the place of delivery is the Seller’s premises in Kristiansund.
5.2 Risk of loss passes to the Buyer once the Goods are presented to the carrier.
5.3 If the Seller prepays shipping, insurance, or related costs, the Buyer shall reimburse the Seller.
6. Delivery Schedules, Delays, and Force Majeure
6.1 Delivery dates are approximate and subject to timely receipt of Buyer-furnished information or materials.
6.2 The Seller shall not be liable for damages or penalties caused by late deliveries.
6.3 Events beyond the reasonable control of either Party (“Force Majeure”), including but not limited to natural disasters, acts of authorities, strikes, epidemics, war, terrorism, or supplier delays, release the affected Party from liability during the period of delay.
6.4 The affected Party shall promptly notify the other Party. If Force Majeure continues for more than ninety (90) days, either Party may terminate the affected Order.
6.5 If production is curtailed, the Seller may allocate available Goods among customers in a fair and reasonable manner.
7. Cancellation and Change Orders
7.1 Goods manufactured to Order:
Orders cancelled by the Buyer are subject to a 25 % cancellation fee, unless the Seller claims higher compensation for actual losses.
7.2 Change Orders requested by the Buyer must be in writing and are effective only upon the Seller’s written consent, including agreement on price or schedule adjustments.
8. Warranties and Returns
8.1 The Seller warrants that the Goods are free from defects in material and workmanship for the earlier of three hundred (300) operating hours or ninety (90) days from delivery. For Goods not intended for underwater use, the warranty period is twelve (12) months, unless otherwise specified.
8.2 The warranty does not apply to consumables, third-party components (covered only by the third-party’s warranty), or Goods subjected to misuse, improper installation, unauthorized modification, or exposure to liquid damage.
8.3 The Buyer shall notify the Seller promptly of defects and follow the Seller’s return authorization procedures.
8.4 Remedies are limited to repair or replacement of defective Goods, at the Seller’s discretion.
9. Software
9.1 If Goods include the Seller’s software, the Buyer receives a non-exclusive, non-transferable license to use it solely for internal business purposes and in accordance with the Seller’s license terms.
9.2 If Goods include third-party software, the Buyer shall comply fully with the third-party’s license terms. The Seller disclaims liability for third-party software.
10. Intellectual Property
10.1 All intellectual property rights in the Goods remain the sole property of the Seller.
10.2 The Buyer is granted a limited, non- exclusive right to use such intellectual property only as necessary for the proper use or marketing of the Goods.
10.3 The Buyer may not copy, modify, distribute, or disclose the Seller’s intellectual property without prior written consent.
10.4 Any improvements or know-how developed in connection with the Goods shall vest in the Seller, unless otherwise agreed.
11. Liability
11.1 The Seller’s total liability under this Agreement shall not exceed the amounts paid by the Buyer under the relevant Order, or if no Order is applicable, amounts paid during the twelve (12) months preceding the cause of action.
11.2 Any software is provided “as is” and without warranty.
11.3 Neither Party shall be liable for indirect, consequential, punitive, or incidental damages, including lost profit or production, even if advised of such possibility.
12. Termination
12.1 Either Party may terminate the Agreement or an Order if the other Party commits a material breach that is not remedied within fifteen (15) days of written notice.
12.2 A material breach is one that substantially deprives the aggrieved Party of its contractual expectations, is intentional or reckless, or undermines future performance.
13. Governing Law and Dispute Resolution
These Terms are governed by Norwegian law. Disputes shall be settled by the ordinary courts, with Nordmøre og Romsdal District Court in Kristiansund as the exclusive venue.
14. Miscellaneous
14.1 Assignment: The Buyer may not assign its rights or obligations without the Seller’s prior written consent.
14.2 Severability: If any provision is held unenforceable, the remaining provisions remain valid.
14.3 Survival: Provisions intended to survive termination (including those on payment, warranties, intellectual property, liability, governing law, and dispute resolution) shall remain in effect.
14.4 Trial Period Purchase: If the Parties have expressly agreed to a Trial Period Purchase, the Trial Period Purchase Terms and Conditions shall apply as a supplement to these General Terms. In case of conflict, the Trial Period Purchase Terms prevail for matters specifically regulated therein.