These conditions of sales shall supersede Buyer’s purchase order’s terms and conditions if there is conflict between the buyer’s terms and conditions and these terms and conditions, unless otherwise stated in offer or contract documents.
Prices in our quotations are valid for 60 days unless otherwise stated. Prices, delivery dates and terms are not binding until all conditions and technical requirements have been agreed.
Orders do not put any obligations on Norsonic AS until they have been confirmed in writing. By placing an order the Customer confirms that he agrees with our Terms and Conditions of Sales.
The order confirmations issued by Norsonic AS shall form the basis of any contract concluded pursuant to these Terms and Conditions of Sales, and shall govern the scope of supply. Orders placed by the Customer shall be binding upon him and will be deemed accepted by Norsonic AS upon receipt of our order confirmation. Ancillary agreements and changes must be confirmed by Norsonic AS in writing to be effective.
PRICES, TAXES and VAT
Prices are Ex Works (INCOTERMS 2012) Tranby, Norway. Prices are excluding VAT, customs duty and taxes, unless otherwise stated.
Delivery date is made without obligation. A delay in confirmed delivery date does not entitle the customer to cancel the order or to raise claims unless the delay is longer than 60 days and seller did not inform the customer about this within 10 days before estimated delivery date. In such case the customer has the right to cancel the order without any further claims.
TERMS OF PAYMENT
Payment shall be made by SWIFT in the currency quoted to our respective bank account listed on the invoice, unless otherwise stated in our offer, contract documents, order confirmation or invoice. All amounts due under a Contract shall be paid in full by the Buyer without deduction, withholding, set-off or counterclaim for any reason whatsoever. The customer shall cover all bank fees. In case of delayed payment or if the Customer‘s financial situation deteriorates after the contract has been closed, all our claims become due for immediate remittance in cash. The interest rate for delayed payments is 0,05% per day.
RESERVATION OF PROPERTY
All goods supplied remain the property of Norsonic AS until full payment is received. The Customer shall not be permitted to withhold or set off payments due to any counterclaims other than those that are undisputed and expressly accepted by Norsonic, or recognized by a declaratory judgment.
Norsonic AS shall not be liable for any delay in delivery or for non-delivery, in whole or in part, caused by the occurrence of any event beyond the control of Norsonic AS, including but not limited to, war, sabotage, insurrec¬tion, riot or other act of civil disobedience, act of a public enemy, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action, labour dispute, accident, fire, explosion, floods, storm, shortage of labour, fuel, raw material or machinery or technical failure where Norsonic AS has exercised ordinary care in the prevention thereof. If due to such circumstances or events Norsonic AS has insufficient stocks to meet all its commitments, Norsonic AS may apportion available stocks between its customers at its sole discretion.
Whenever operation of the equipment requires instruction, Norsonic AS supplies free of charge one operating manual and/or electronic documentation, tutorial video or a specification sheet in English language. Should the Customer require additional operating manuals, complete circuit diagram, component lists, troubleshooting manual, or service manual, these will be supplied at an extra charge, provided the information in concern are not deemed to be confidential. All illustrations and specifications given in our literature, electronically or on paper, are for information only and without obligation as we reserve the rights to deviate from these specifications without notice. This does not apply, however, when a written consent regarding certain specifications has been obtained.
Norsonic AS shall at all times have and retain title and full ownership of all software, firmware, programming routines, and documentation relating to such software supplied by Norsonic AS for use with the Products, and of all copies made by the Customer. Norsonic AS grants the Customer a non-exclusive and non-transferable licence to use such Software solely for use with the Products. The Customer shall not copy the software for the purpose of using more licenses than what purchased. The Customer accepts the SLA (Software License Agreement) following the software at the time of installing the software.
INTELLECTUAL PROPERTY RIGHTS
The Customer acknowledges and agrees that patents, copyright and other intellectual property rights in any work or the Product including but not limited to documents, software, firmware, data, drawings, specifications, articles, sketches, reports, inventions, improvements, modifications, discoveries, tools, scripts and other items relating thereto supplied, produced or developed by Norsonic AS shall be and remain the sole and exclusive property of Norsonic AS and the Customer shall acquire no right, title or interest in or to the same except as expressly stated in these Conditions.
Claims due to incomplete or wrong deliveries must be made in writing within ten days from receipt of the goods. Other defects have to be claimed immediately after their discovery. Amendments in design or construction applied in general to a product prior to delivery do not entitle the Customer to raise any claims provided the modifications is seen as an improvement and do not adversely affect the performance of the Product. Delivery is considered accepted if no claims whatsoever are brought to our knowledge within the time stipulated. Claims duly raised will be attended to, either by replacement or repair under warranty in accordance with paragraph 13, but do not imply any amends for direct or indirect damage.
All Norsonic labelled products are, unless other stated, warranted against defects in material and or workmanship for 36 months from date of delivery. Rechargeable batteries and commercial available computer products and peripherals such as modems, printers etc supplied by Norsonic is covered by a 12 month warranty, unless other stated. Norsonic AS does not warrant that operation of the Software or firmware may not be completely uninterrupted or error free or that all minor program errors will be corrected. The Customer shall be responsible for determining that the Product is suitable for the Customer’s use and that such use complies with any applicable law. Any equipment that may be defective should be returned to Norsonic AS, or the local representative, carriage paid. Norsonic AS, or the local representative, will at their discretion repair or replace equipment that proves to be defective during the warranty period. This warranty includes labour and parts only with any return carriage being paid for including insurance by the customer’s account.
Repair due to misuse of the equipment, fair wear and tear and/or use of non-approved third party hardware, software or interfacing is not covered by this warranty. Non rechargeable batteries or other consumable items are not covered by this warranty.
No other warranty is expressed or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose.
Norsonic AS shall not be liable for any consequential damages arising from either the use or the interpretation of the results from the equipment including software.
RETURN OF GOODS
No goods shall be returned to the factory without a foregoing written consent from the seller giving shipping instructions. Returned shipments are FCA, Tranby Norway unless otherwise agreed.
EXPORT CONTROL REGULATIONS
Certain Products are subject to Norwegian and/or EU and/or US export control regulations. The Customer shall be responsible for ensuring compliance with all applicable regulations if such goods are delivered abroad. The customer is responsible for not using, selling or exporting the Product to any countries subjected to the export control regulations in Norway, EU or US.
The Customer shall undertake to treat as strictly confidential all information, know-how and other trade secrets that may come to the Customer’s knowledge in connection with the execution of the respective order, and shall undertake not to pass on or make available to any third party any information, documents, documentation, drawings, sketches, or other papers without Norsonic AS’s express consent.
APPLICABLE LAW AND DISPUTE
These conditions shall be governed and interpreted by the provisions of United Nations Convention on Contracts for International Sales of Goods for 1980, supplemented, when insufficient, by Norwegian laws. All disputes in connection with these Conditions shall be finally settled by arbitration in accordance with the Rules of the Arbitration Institute of the Oslo Chamber of Commerce in Oslo, Norway, in English, with 3 arbitrators unless the parties agree to 1 single arbitrator. This provision shall not limit the right of the parties to apply for interlocutory measures or exclude the seller’s right to obtain payment through debt recovery procedures. Prior to commencement of any legal proceedings, the Buyer and the Supplier shall meet at a senior level to attempt to resolve differences.