The General Terms and Conditions (the “Conditions”) set forth herein shall apply exclusively to all sales and deliveries of products (the “Product”) from Glamox AS and any of its subsidiaries (the “Supplier”) to its customers (the “Purchaser”).
Terms and conditions provided by the Purchaser that is in conflict with these Conditions, or amendments to these Conditions, shall not apply unless the Supplier, in each individual case, has provided its prior written approval thereto. For the avoidance of doubt; these Conditions shall apply exclusively even if the Supplier performs delivery to the Purchaser without reservations, notwithstanding the Supplier’s knowledge of conflicting terms and conditions of the Purchaser.
In case of an ongoing business relationship, the current version of the Conditions forms part of the agreement with the Purchaser regardless of the lack of a specific reference to the Conditions.
2. ORDERS AND ORDER CONFIRMATIONS
The Purchaser’s order for the Products may either be in writing or made by telephone. The Supplier shall without undue delay confirm the order by a written order confirmation for products that are part of the Suppliers list of current products. Orders for products that will require modifications or any other changes to its current specifications will be confirmed according to the estimated time required to fulfil the Purchaser’s request.
Should the order confirmation not be in compliance with the Purchaser’s order, the Purchaser must notify the Supplier in writing within 14 days of receipt of the order confirmation. If the Purchaser fails to provide such notification of non-compliance, the Supplier shall not be liable for any incorrectness or delays in the delivery of the Products caused by the Purchaser’s delayed or lacking notification to the Supplier.
In the event the Purchaser notifies the Supplier of such non-compliance, the Supplier shall, without undue delay send the Purchaser a new and correct order confirmation.
Supplier shall deliver the Products at the agreed delivery date to the Purchaser. The Supplier’s compliance with the delivery date is conditional upon the Purchaser’s fulfilment of his own contractual obligations, including but not limited to the Supplier’s punctual receipt from the Purchaser of specifications, documentation, permissions and advance payments (if applicable). If the Purchaser fails such fulfilment then the delivery date shall be extended accordingly.
All deliveries by the Supplier to the Purchaser shall be EX WORKS at the Supplier’s warehouse whereby delivery shall be deemed made at the date when the Supplier has notified the Purchaser that the Products are ready for delivery and have been placed at the disposal of the Purchaser.
The risk for the Products shall pass to the Purchaser at the time of delivery, even if the Supplier agrees to perform additional services, such as arranging of transportation of the Products.
If the parties have agreed that the Supplier shall ship the Products, then the Supplier will utilise his own transportation providers including insurance of the Products unless notified otherwise.
In the event that the Purchaser does not collect the Products at the agreed date of delivery, the Supplier shall arrange for storage of the Products at the risk and expense of the Purchaser.
Should the Supplier be in a situation where he is not able to fulfil delivery of all Products in an order, the Supplier shall be entitled to perform partial delivery of the order, provided that the Purchaser is notified in advance of the partial delivery
Should the Supplier become aware that he will not be able to deliver the Products at the agreed date of delivery, he shall forthwith notify the Purchaser thereof in writing and make all efforts to ensure a new delivery date that is acceptable for the Purchaser.
If a delivery is delayed due to circumstances for which the Supplier is liable and the new delivery date becomes unacceptable for the Purchaser, the Purchaser may claim default in the delivery provided a written delivery claim is submitted to the Supplier. Default deliveries as caused by delays from the Supplier shall be regulated according to clause 7.
If delivery is delayed due to circumstances for which the Purchaser is liable or which is due to Force Majaure (according to clause 8) a new delivery date may be agreed to conditional on the Supplier’s acceptance.
If the Purchaser anticipates that he will be unable to accept delivery of the Products at the agreed date of delivery, he shall forthwith notify the Supplier in writing thereof, stating the reasons and, if possible, the time when he will be able to take delivery. If the Purchaser fails to take delivery, he shall nevertheless pay any part of the purchase price, which becomes due on delivery, as if delivery had taken place.
If a shipment is delayed due to reasons for which the Purchaser is liable, the Purchaser shall be liable for any costs arising from such delay, including the Supplier’s costs relating to storage, insurance and handling of the Products. If not otherwise agreed the costs for storage shall be 0.5 % of the full invoice value of the Products, per commenced month.
The Supplier shall be entitled to resell the Products ordered by the Purchaser in the event that the Purchaser does not take delivery within four weeks of the delivery date given by the Supplier. The Supplier shall, however, provide the Purchaser with 14 days advance notification of its decision to resell the Products.
5. PRICE AND PAYMENT
All prices quoted by Supplier are EX WORKS (EXW Incoterms 2000) unless otherwise agreed in writing in advance. Additional costs such as shipment, insurance, customs duties will be charged separately and specified in the Supplier’s invoice.
The Supplier reserves the right to adjust the prices for orders when significant events occur that will lead to abrupt increases of materials and components or unfavourably developments in the currency situation. Such price adjustments will be made in writing to the Purchaser stating the cause of the adjustment. If the price adjustment passed on from the Supplier leads to a price increase of more than 10% of the ordered goods, the Purchaser shall have the right to cancel the relevant order(s).
The Purchaser shall pay the Supplier’s invoice according to the terms of payment stated in the Suppliers sales invoice, order confirmation or as otherwise agreed The Purchaser has no right to make deductions in the invoice or to exercise any right of retention, counterclaims or set offs against the invoice.
If the Purchaser fails to pay the invoice when due, the Supplier shall be entitled to interest from the day on which payment was due. The interest rate shall be according to what is stated in the Suppliers sales invoice or according to other agreements, but shall in any case not be less than 12% pro annum.
In case of agreed instalment payments, any default from the Purchaser in fulfilling the payment terms shall cause the total outstanding amount to become due immediately without requiring any further notification. All debt collection charges including legal fees shall be at the expense of the Purchaser.
The Supplier may hold back a delivery or parts thereof if the Supplier in its sole opinion, suspects that the Purchaser may not be able to fulfil his payment obligations or other obligations. The Purchaser shall without delay notify the Purchaser of such suspension of delivery and the reason therefore. The Supplier shall resume delivery if the Purchaser provides adequate security for the Purchaser’s performance of his obligations.
6. DEFECTS IN THE PRODUCTS
The Supplier shall in a period of two (2) year following the date on which the risk in the Products passed to the Purchaser, be liable for manufacturing and material defects in the delivered Products. The Supplier’s liability for defects is limited to defects that the Purchaser can prove existed at the date the risk in the Products passed to the Purchaser.
In addition to the general liability above, the Supplier gives, on a specified range of products an extended warranty period of five (5) years for manufacturing and material defects. The products covered under the extended warranty period can be found on: http://glamox.com/gmo/5-year-warranty
The Purchaser shall notify the Supplier in writing of any defects in the Products that has been detected upon arrival inspections, installation or use of the Products, immediately, and no later than 30 days following the detection of the defects of the products. Should the Purchaser fail to provide the Supplier with such notification, the Supplier shall be discharged of any liability for defects in the Products that reasonably could have been detected by such inspections.
Upon receipt of a product defective notice, the Supplier shall, at its own choice, either repair or replace the defective Products. The Supplier shall be given reasonable time and opportunity for such repair or replacement and any denial of the same by the Purchaser shall discharge the Supplier from his liability.
The precondition for repair or replacement of the defective products related to manufacturing or material defects under the warranty period shall be that the products have been used and or installed;
• Purely in accordance with their intended purpose and application specifications,
• Within the specified operational envelope, e.g. environment boundaries,
• With power within the specified range, i.e. voltage, current and frequency boundaries,
• In a professional and legal manner and in accordance with product data sheet, service manual and installation instructions provided.
The warranty does not cover;
• Product defects due to general incorrect or negligent storing or use of the products,
• Product defects due to exposure to extreme conditions, e.g. thunder, lightning, water ingress, fire, bad ventilation or other conditions beyond the control of the Supplier,
• Parts that need to be replaced due to normal wear and tear, e.g. conventional light sources, starters, and batteries,
• Failures due to compatibility issues between the products and the installation environment, e.g. control systems, power supply systems etc.
• Products that have been modified or repaired without the prior written approval of the Supplier,
• Normal maintenance and repair work of the installed products.
In so far as the Purchaser’s notification of defects proves justified the Supplier will cover necessary costs related to the repair work or replacement of the products leading to a full restoration of the defective Products.
The Purchaser shall not be entitled to return the Products to the Supplier unless the Supplier has provided his prior written approval thereto.
If the repair or replacement of defective Products is unsuccessful or can not be effected within agreed deadlines, the Purchaser shall be entitled to cancel the contract whereby the Supplier shall credit the Purchaser for the payments that have already been made for the Products (if any).
7. LIMITATION OF LIABILITY
Except as stated in clause 6 above, the Suppliers liability is limited to claims for damages caused by the Supplier’s gross negligence or wilful misconduct.
The Supplier’s liability is under any circumstance, limited to direct losses, whereby the Supplier shall not be liable for indirect or consequential losses such as, but not limited to, stop in Purchaser’s production or sale, deprivation, loss of profit due to the Purchaser not being able to fulfil contracts with its customers or others and damage caused by the Products to other products.
The Supplier shall, to the extent permitted by applicable law, have no liability for personal injuries or property damage caused by the Products.
The Purchaser’s right to claim compensation for damages shall, except as stated in clause 6, only apply twelve (12) months after the date of delivery of the Products.
8. FORCE MAJAURE
The obligations of either party in relation to a sale by the Supplier shall be suspended to the extent that such
performance is impeded or made unreasonably onerous by any of the following circumstances: Industrial disputes and any other circumstance beyond the control of the parties such as 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 above whether occurring prior to or after the formation of the contract.
The right of suspensions shall only apply if the effect of the circumstance on the performance of the contract could not be foreseen at the time of the formation of the contract.
The party that claims being in a Force Majeure situation shall notify the other party in writing without delay when the circumstance starts and when it ends. If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate the Supplier for expenses incurred in securing and protecting the Products.
Regardless of what might otherwise follow from these Conditions either party shall be entitled to terminate the contract by notice in writing to the other party if performance of the contract is suspended due to Force Majeure for more than three months.
9. INTELLECTUAL PROPERTY RIGHTS
The Supplier shall have unrestricted title to intellectual property rights and know-how related to the Products and any documentation or drawings provided to the Purchaser in conjunction with an offer or delivery of any Products.
Any documentation or drawings provided by the Supplier to the Purchaser shall not be used for any other purpose than that for which they where provided and may not without the prior written consent of the Supplier otherwise be used or copied, reproduced, transmitted or communicated to third parties.
Any documentation, illustrations, drawings, specifications, measurements or similar data provided by the Supplier according to an offer or a contract shall constitute mere normal guidelines except where otherwise specifically stated by the Supplier.
10. RETENTION OF TITLE
Ownership to and right of disposal of the Products (hereunder the right of pledging or reselling the Products) does not pass to the Purchaser until the Purchaser has fulfilled all his contractual obligations towards the Supplier, hereunder payment of the entire purchase price for the Products. The Purchaser shall at the Supplier’s request assist him in taking any measures necessary to protect the Supplier’s title to the Products in the country concerned.
The retention of title in this clause 10 shall not affect the passing of risk according to clause 3.
11. LIMITATION ON USE OF THE PRODUCTS
The Purchaser shall not be entitled to use or resell the Products for any other purposes than what it is intended for.
12. PLACE OF PERFORMANCE AND APPLICABLE LAW
Place of performance in respect of delivery of the Products and the Purchaser’s payment of the Supplier’s invoice shall be the registered office of the Supplier as stated in the order confirmation.
Any disputes arising from the contractual relationships between the parties shall be governed by Norwegian Law and the parties submit to the exclusive legal venue of the Oslo city court (Oslo tingrett).
The Supplier may, however, at its sole discretion institute legal proceedings against the Purchaser at any other applicable legal venue.
Additional agreements, provisions, amendments and supplements to these Conditions shall not be valid unless made in writing and signed by both parties.