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General Terms and Conditions for sale of Products and performance of Works for Presserv

1       Definitions

1.1      Buyer means the person, firm, organization or corporation purchasing Products and/or Works from the Seller.

1.2      Products mean the preservation products, surface treatment products, corrosion control products and other associated products as specified in the parties’ agreement entered into pursuant to clause 2.3.

1.3      Seller means Presserv.

1.4      Works mean preservation management, preservation execution, consultancy, inspection of surface treatment, surveys, reports, and other associated services as specified in the parties’ agreement entered into pursuant to clause 2.3.

2       Application and formation of agreement

2.1      These general terms and conditions for sale of Products and performance of Works shall apply unless otherwise agreed in writing. If the Buyer refers to other general or special terms and conditions, e.g. in its purchase order, such conditions shall be deemed not to apply unless otherwise explicitly agreed in writing.

2.2      Seller’s offer is binding for 30 days from the offer date unless otherwise agreed.

2.3      A binding agreement of sale of Products and performance of Works is only formed when Buyer has received a written order confirmation (by way of letter or email) from Seller.

2.4      After a binding agreement has been formed pursuant to clause 2.3, the Buyer cannot cancel or amend its order confirmation, without Seller’s written consent.

3       Delivery

3.1      Delivery of Products shall take place at the time specified in Seller’s order confirmation. Buyer will be charged for any freight costs.

3.2      Delivery of Works shall commence at the time specified in Seller’s order confirmation. Performance shall be conducted and completed within reasonable time unless a fixed time limit is agreed in writing.

4       Payment and invoicing

4.1      Buyer shall pay the price specified in the order confirmation. Buyer will be charged for any freight or transportation costs.

4.2      All prices are exclusive of VAT.

4.3      Seller will submit to Buyer a specified invoice covering the relevant Products or Works with reference to Buyer’s order.

4.4      Seller’s invoice shall be paid within 30 days after the invoice date.

4.5      If Buyer fails to make payment to Seller within the due date, Seller shall be entitled to claim interest on the outstanding amount in accordance with the Norwegian Act “Interest on overdue payment” (“forsinkelsesrenteloven”). In addition, Seller may stop the delivery of Products and/or performance of Works if a late payment exceeds 10 days.

4.6      Seller is entitled to carry out credit checks of Buyer. Seller may at its sole discretion decide that Buyer’s credit rating is not sufficient. In such a case, Seller may demand advance payment or guarantees

4.7      Products will be invoiced immediately after leaving Seller’s warehouse.

5       Delay

5.1      If Seller has reason to believe that delivery will be delayed, Buyer shall immediately be notified thereof and the reason for the delay shall be described, as well as an estimated new delivery date.

5.2      If the delay is material and caused by Seller or by circumstances within Seller’s control, Buyer may terminate the purchase by written notice to Seller. Such termination is Buyer’s sole remedy against Seller’s delay.

6       Complaints and defects

6.1      Seller is responsible for defects in the Products caused by faulty materials or manufacturing and defects caused by Seller or circumstances within Seller’s control.

6.2      Seller’s liability is limited to defects in the Products which appear within a period of one year from delivery (guarantee period).

6.3      Buyer must file a written notice of complaint without undue delay after Buyer discovered or ought to have discovered the defect. The notice shall contain a specific description of the defect. Any complaint received by Seller after expired guarantee period is invalid.

6.4      When there is a defect for which Seller is liable, it shall without undue delay at its sole discretion either rectify the defect or replace the defective Products. Buyer is responsible for access to the relevant site and shall cover any and all transportation costs incurred by Seller.  A six month guarantee period shall apply for any repaired Products.

6.5      If attempts have been made to dismantle any parts of the Products or if it has been repaired or altered by others than Seller without its written consent, Buyer’s right to invoke defects shall cease.

6.6      If the defect is material, Buyer is entitled to terminate the purchase in whole or in parts by written notice to Seller.

6.7      The provisions set forth here in section 6 are the Buyer’s sole remedies for defects.

7       Subcontractors

7.1      Seller is entitled to use subcontractors without Buyer’s consent.

8        Limitation of liability

8.1      Seller’s liability for loss of or damage to property or persons caused by the sale of Products and performance of Works after delivery shall be limited to the purchase price of that specific delivery. The purchase price of a specific delivery is defined by the relevant order confirmation issued by Seller, cf. clause 2.3 above. Buyer shall indemnify Seller from and against any claim arising out of such loss or damage to the extent it exceeds the said limitation.

8.2      Seller is under no circumstances liable for indirect or consequential losses in connection with the transaction or the sale of Products and performance of Works. Indirect or consequential losses include but are not limited to operating loss, compensation for loss of use, loss of profit and other economical consequential losses.

9       Force Majeure

9.1          Force majeure is defined as an occurrence beyond the control of the party affected, provided that such party could not reasonably have foreseen such occurrence at the time of entering into a binding agreement pursuant to clause 2 and could not reasonably have avoided it or overcome its consequences.

9.2          Neither Seller or Buyer shall be considered in breach if its obligations to the extent it is proven that he was unable to fulfil his obligations due to force majeure. Each party shall cover its own costs resulting from force majeure.

 10    Safety, quality assurance etc.

10.1    All references to safety, quality assurance, confidential information etc. in any other agreement between Buyer and Seller shall apply for sale of Products and performance of Works, including any and all rights and obligations imposed.

10.2    Seller´s quality system complies with Quality Systems Standard NS-EN ISO 9001: 2015 for the following activities: sale and storage of products and services within preservation and corrosion protection, and also sales and storage of products for surface preparation and surface treatment.

11    Confidentiality

11.1    All disclosed information from Seller to Buyer in relation to the sale of Products and performance of Works and/or any co-operation with Seller, or which is developed by Buyer mainly on the basis of information from Seller, shall be treated as trade secrets and be deemed as Seller’s property. All information which is not in the public domain shall be treated confidentially and shall not be used for any other purpose than the fulfilment of the purchase.

11.2    Buyer may not disclose information to any third parties or use Works (surveys, reports or similar) as basis for any tenders or as scope for any third parties.

12    Retention of title

12.1    Seller shall have a lien in and title to the Products until the total purchase price and any potential interest is paid in full by Buyer.

13    Governing law and disputes

13.1    These general conditions for sale of Products and performance of Works shall be governed by and construed in accordance with Norwegian law.

13.2    Disputes arising in connection with these general conditions of sale of Products and performance of Works and/or any transaction governed by these general conditions, and which are not resolved by mutual agreement, shall be settled by court proceedings unless the parties agree otherwise. Any court proceedings shall be brought before the Stavanger District Court (Stavanger tingrett).

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