SALES AND DELIVERY TERMS
Glassfiber Produkter AS
Bedriftsvegen 34, 4353 Klepp Stasjon
Org. no. NO 981 903 439 VAT
Document: B.01 – Sales and Delivery Terms
Applies to: Sales to business customers
1. General
These Sales and Delivery Terms apply to sales and deliveries from Glassfiber Produkter AS (hereinafter referred to as the Seller) to business customers, unless otherwise agreed in writing between the parties.
Any deviations from these terms shall apply only if a separate written agreement has been entered into.
2. Validity
A written quotation is valid for the number of days stated in the quotation.
After expiry of the quotation validity period, the Seller is free to change prices, delivery times and other terms.
3. Acceptance and Formation of Contract
The Seller’s order confirmation constitutes formation of the contract.
The Buyer is responsible for checking the order confirmation and must promptly notify the Seller of any discrepancies, errors or omissions.
These Sales and Delivery Terms form part of the agreement when they are referenced in the quotation and/or order confirmation.
4. Cancellation
The Buyer has no right to cancel or amend agreements entered into without the written consent of the Seller.
If the Seller approves a cancellation, the Buyer may be charged costs incurred in connection with the order, including materials, purchasing, engineering, production, freight and other documented costs.
5. Changes
Before Production Starts
Changes to documentation, including drawings, specifications and other contractual documentation, will be invoiced at the prevailing hourly rates.
Materials that have already been ordered and cannot be cancelled or returned will be invoiced in full, including freight and other costs.
After Production Has Started
Changes will be invoiced based on time spent and actual costs.
Materials that have been processed, or that cannot be cancelled or returned, will be invoiced in full.
Changes that result in a production stoppage may be invoiced based on documented additional costs and may result in a revised delivery date.
6. Prices
All prices are stated exclusive of VAT, unless expressly indicated otherwise.
The Seller may adjust prices proportionately in the event of material changes in exchange rates, raw material prices, supplier prices, transport costs, insurance, customs duties or other charges affecting the delivery.
7. Security Interest and Retention of Title
Until the purchase price, including any additions, interest and costs, has been paid in full, the goods shall remain the property of the Seller to the extent permitted by applicable law.
The Seller retains a security interest in the delivered goods in accordance with applicable rules.
The Buyer is obliged to return the goods upon demand if payment is not made, to the extent the Seller is entitled to require this.
The Buyer may not set off its own claims unless such claims have been accepted in writing by the Seller.
8. Payment Terms
Payment is due net 30 days from the invoice date, unless otherwise agreed in writing.
Other payment terms may be agreed separately and shall in that case be stated in the quotation or order confirmation.
In the event of late payment, default interest shall accrue in accordance with the Norwegian Act relating to Interest on Overdue Payments.
Payment shall be made irrespective of complaints, unless the Seller has acknowledged the Buyer’s counterclaim in writing.
In the event of payment default, the Seller may demand payment of outstanding claims.
If the Buyer’s creditworthiness deteriorates materially, the Seller may require advance payment or security before making further deliveries.
Failure to comply may entitle the Seller to terminate the agreement.
9. Delivery Terms
Delivery shall take place in accordance with the agreed Incoterms® 2020 rule, as stated in the quotation and/or order confirmation.
Unless otherwise agreed, the following applies:
EXW Glassfiber Produkter AS, Bedriftsvegen 34, 4353 Klepp Stasjon, Incoterms® 2020.
The allocation of costs and risk shall follow the agreed Incoterms® 2020 rule and the agreed place of delivery.
Any stated delivery time or delivery date is estimated and non-binding, unless the Seller’s order confirmation expressly states that the delivery time or delivery date is binding.
If the Buyer changes the requirements, or if necessary clarifications, drawings, approvals, documentation or other required basis are not available at the agreed time, the delivery time may be extended accordingly.
The Seller may extend the delivery time if a delay is caused by circumstances beyond the Seller’s reasonable control, including delays by subcontractors, shortages of raw materials, machinery breakdown, power failure, transport problems, labour disputes or public authority restrictions.
The Seller shall notify the Buyer as soon as reasonably practicable if such circumstances are expected to affect the delivery time.
In the event of force majeure, clause 13 applies.
10. Complaints and Liability for Defects
The Buyer shall inspect the goods as soon as reasonably practicable after receipt.
Any errors or defects shall be reported to the Seller in writing without undue delay, and no later than 14 days after the error or defect was or should have been discovered.
If the error or defect may entail a risk of damage, notice shall be given immediately.
The Seller’s liability covers only errors and defects that become apparent within one year after delivery, unless otherwise agreed in writing.
The Seller’s liability does not cover errors or defects caused by:
- improper use or inadequate installation
- missing or incorrect maintenance
- changes made without the Seller’s written consent
- normal wear and tear or use outside the assumptions for which the product was specified or delivered
In the event of an accepted complaint, the Seller may choose to:
- remedy the defect
- provide replacement goods
- grant a price reduction
Goods must not be returned without the Seller’s prior approval.
Goods will normally not be replaced until they have been returned to or inspected by the Seller.
11. Limitation of Liability
The Seller is not liable for:
- loss of business
- loss of profit
- interruption of production
- other indirect or consequential financial losses
The Seller’s aggregate liability is, unless otherwise required by mandatory law or a separate written agreement, limited to the invoiced value of the part of the delivery to which the claim relates.
For deliveries made in accordance with the Buyer’s specifications, drawings or other material, the Buyer is responsible for ensuring that the delivery does not infringe third-party rights, including patents, trademarks or other intellectual property rights.
The Buyer shall indemnify and hold the Seller harmless against claims arising from such material provided or specified by the Buyer.
12. Disputes and Venue
Any disputes shall first be sought resolved through negotiations between the parties.
If no agreement is reached, the matter shall be decided in accordance with Norwegian law, with Sør-Rogaland District Court as the agreed venue, unless otherwise required by mandatory rules.
13. Force Majeure
The parties shall be relieved from liability if performance of the agreement is prevented or materially impeded by circumstances beyond the party’s reasonable control that could not reasonably have been foreseen or avoided.
This may include, but is not limited to:
- natural disasters
- fire
- war or warlike conditions
- strikes or other labour disputes
- public authority restrictions
- import or export restrictions
- serious transport disruptions
- material supply problems
The affected party shall notify the other party as soon as reasonably practicable.
The delivery time shall be extended by the period during which the impediment continues.
Glassfiber Produkter AS – B.01 Sales and Delivery Terms