GENERAL TERMS AND CONDITIONS OF SALE
W-CN-17036-2, rev date: 2021-16-09
● Supplier is Water Linked AS, Stiklestadveien 1, 7041 Trondheim, Norway.
● Buyer is the enterprise purchasing Goods from the Supplier.
● Parties comprise the Supplier and the Buyer.
● Goods and Services shall have the meaning deliveries, performances, supplies and service of parts, items, products, software and technology delivered by the Supplier
to the Buyer, partly or entirely.
● Purchase Order (PO) shall mean the written order from the Buyer and confirmed in writing by the Supplier in the Order Confirmation. A completed online purchase (with
or without direct payment) is regarded as a confirmed Purchase Order.
● Agreement shall mean the individual agreement, the PO and the General Terms and Conditions of Sale entered between the Supplier and the Buyer.
● Incoterms CPT 2020 will apply to all shipments unless otherwise agreed
1.1 The relationship between the Supplier and the Buyer is governed exclusively by these General Terms and Conditions of Sale; unless otherwise is expressly stated and agreed in the Agreement between the Buyer and the Supplier.
1.2 These General Terms and Conditions of Sale shall also apply to any subsequent supplies and the supply of replacement parts, regardless of whether the Supplier has made any further reference hereto.
1.3 If certain provisions of these General Terms and Conditions of Sale, partially or in full, should be deemed unenforceable due to violation of mandatory law,
the remaining provisions hereof shall remain in place and be binding upon both Parties.
2 Purchase Order and Confirmation
2.1 A PO shall be binding upon the Supplier only after having been confirmed in writing by the Supplier.
3 Goods and Services to Be Supplied
3.1 Deliveries and performances shall be defined by the Agreement entered by the Parties. In case there is no written Agreement, the deliveries and performance shall be defined by the Supplier in the written Order Confirmation.
3.2 If software is part of the Supplier’s delivery, the Buyer thereby acquires a non-exclusive right to use the software, within the scope only, purpose and restrictions set forth in the agreement between the Parties, or in any license agreement related thereto.
4 Prices and Terms of Payment
4.1 All prices and payments shall be as stated in the confirmed Order Confirmation. All prices stated are net, excluding local taxes, where applicable.
4.2 Payment is due prior to shipment of the Goods and Services, unless otherwise agreed upon in writing between the Parties.
4.3 If the Buyer fails to pay in due time, the Buyer is in addition obligated to pay without further reminder interest of 1% per month, beginning with the day
payment was due. The Supplier’s right to liquidate further damages remains with full force and effect, irrespective of accrued interest.
4.4 Regardless of the basis thereof, the Buyer shall not be entitled to offset any counterclaim against the Supplier’s right to receive full payment, unless such counterclaim is undisputed, or against which no legal recourse is possible.
4.5 With respect to alleged defects or missing items Buyer may withhold equivalent payment only if the Buyer’s written notification is acknowledged by the Supplier in writing as justified.
5 Transfer of Risk
5.1 Risk is transferred according to Incoterms 2020.
6 Quality of Services
6.1 The Seller warrants that the Services will be provided using reasonable skill and care. The Seller warrants that the Services for a period of 30 days from completion of supply of the Services (the “Service Warranty Period”).
6.2 The Buyer must give notice in writing within the Service Warranty Period that the services do not comply with the warranty set out in 6.1 above, whereby the Seller shall re-perform the services.
7.1 All Goods sold by the Seller shall be warranted and guaranteed free from any defect in materials and workmanship for twelve (12) months from the date of delivery. The risk and cost of shipping relating to any warranty claim is the responsibility of the Buyer.
7.2 Data in catalogues, documentation submitted in conjunction with quotations, and other written documents as well as general statements in advertisements and similar, shall not be construed as a warranty related to any function or quality of Supplier’s products or parts thereof.
8.1 The Supplier cannot be held liable for any indirect or supplementary loss or expenses; including (but not limited to), labour, material costs, loss of income, or similar.
8.2 Regardless of any breach or defect, the Buyer is obligated to undertake all possible and reasonable measures to reduce its loss and expenses related to defects.
8.3 The liability for the Supplier under the Agreement shall not exceed the net value of the individual Goods that represent the defect.
8.4 In all other cases, the Supplier can only be held liable for any damages awarded according to mandatory law.
9 Retention of Title
9.1 All Goods supplied shall remain the Supplier’s property until every claim the Supplier has against the Buyer under the Agreement has been fully met.
9.2 For the period of the retention of title, the Buyer may not resell or pledge the Goods or use them as security.
9.3 In the case of continued failure of payment and following the expiry of a reasonable time set by the Supplier, the Supplier has the right to withdraw from the Agreement and to repossess the retained Goods. The Buyer shall at its own expense be obligated to return to the Supplier any Goods for which the Supplier has not received full payment.
10 Intellectual Property Rights
10.1 Nothing in this Agreement shall be construed as transfer of any right of ownership, copyright or other relevant rights, including all other relevant
intellectual property rights of the Goods and Services delivered under this Agreement, including documentation, specifications and other materials appurtenant thereto, prepared and delivered pursuant to this Agreement.
10.2 Notwithstanding the above, the Buyer is granted a perpetual right to use any relevant IPR incorporated in or necessary to operate the Goods delivered under the Agreement.
10.3 Each of the Parties has the right to make use of general knowhow acquired during the delivery of the Goods and Services supplied.
11.1 The Agreement, as well as all information which is exchanged between the Parties during the performance of work related to the Agreement (the “Confidential Information”), shall be kept confidential and shall not be conveyed to a third party without the prior written consent of the disclosing Party.
11.2 The duty of confidentiality shall not apply if the receiving Party can demonstrate that the information was already known to the receiving Party at the time of such Party receiving it from the disclosing Party, or it is or becomes public knowledge by other means than a breach of the duty of confidentiality, or it has been received from a third party in a lawful manner without the imposition of a duty of confidentiality, or to the extent the receiving Party is obliged to disclose such information pursuant to applicable legislation or regulation of a relevant stock exchange.
11.3 Each of the Parties may, on a confidential basis, convey Confidential Information to lenders, prospective lenders, shareholders, prospective investors, investment bankers, accountants, attorneys and other similar representatives of either Party, provided that such third party signs a Non-Disclosure Agreement on terms and conditions no less onerous than the terms and conditions contained herein prior to disclosure.
11.4 The Parties shall be obliged to have all officers, directors, employees, hired personnel, agents and Subcontractors working on the Project bound by the confidentiality obligations of the Agreement, and each Party shall use at least the same degree of care in maintaining its confidentiality obligations hereunder as it uses in maintaining the confidentiality of its own, proprietary, confidential and trade secret information, but in any event no less than a reasonable degree of care.
11.5 Upon request from the Disclosing Party, the Receiving Party shall be obligated to return or destroy any confidential information that is provided to the Receiving party, at the Disclosing discretion
11.6 The obligations set out in this section shall survive the termination of the Agreement.
12 Exports Requirements
12.1 If any Goods delivered by the Supplier are subject to requirements for authorisation from the authorities in the country of origin and/or other countries, the Buyer is solely responsible for obtaining such authorisations in the case of export or re-export of such Goods.
13 Breach of Contract
13.1 A Party is in breach of the Agreement in the event the completion of an obligation is delayed in relation to the deadlines set out in the Agreement or there is a defect in the manner of which the obligation was completed. A Party may claim breach of the Agreement remedied in accordance with general principles of Norwegian contract law unless otherwise specifically stated herein.
13.2 A Party’s liability in respect of breach of the Agreement pursuant to the preceding paragraph shall not, however, in any event exceed the value equivalent to the net value of the Agreement.
13.3 Both Parties acknowledge and agree that, in the event of any breach of confidentiality as set forth in this Agreement, the disclosing party would be irreparably and immediately harmed and could not be made whole by monetary damages. Accordingly, in addition to any other remedy that the Disclosing Party may be entitled to at law or in equity, the Disclosing Party shall be entitled to seek an injunction to prevent breaches or threatened breaches of this Agreement.
14.1 Each Party shall indemnify, defend and hold (as the “Indemnifying Party”) the other Party and its officers, directors, employees and agents (the “Indemnified Party”) harmless from and against any and all claims, demands, actions, and any liabilities, damages or expenses, including court costs and reasonable attorneys’ fees (together, “Claims”) arising out of or relating to infringements of patents, copyrights, trademarks or other intellectual property rights resulting from such Party’s deliverables under the Agreement.
14.2 The Indemnified Party undertakes that the Indemnifying Party shall be given notice of any claim that is made against the Indemnified Party, and the Indemnifying Party shall have the right to defend any such claims and make settlements thereof at its own discretion in order to settle or oppose any such claims.
15 Dispute Resolution, Legal Venue and Jurisdiction
15.1 All disputes arising directly or indirectly out of this Agreement shall be negotiated in good faith between the Parties with the intention of finding an
15.2 If an amicable solution cannot be reached, then each Party may bring the matter before the court of law for dispute resolution, with the jurisdiction under
which Supplier’s registered business address falls, as the legal venue agreed upon.
15.3 This agreement and any relation originating out of this Agreement, shall be construed and interpreted according to the laws of the Kingdom of Norway and in the Norwegian language.