TERMS AND CONDITIONS
General Terms & Conditions for Sale
Version 1 - 20.03.2017
1 Applicability. Definitions
1.1 These terms and conditions apply as long as the Parties have not
agreed otherwise in Writing. These terms and conditions are based on
NL 09 E.
1.2 In these conditions, Seller means Extenso AS. Confirmation means
Seller's order Confirmation. Buyer means the company and / or the
person stated with name in the bill-to section on the Confirmation.
Purchase Order means Buyer's Purchase Order. Seller and Buyer
hereinafter individually referred to as Party and jointly referred to as
Parties. The Product means the Goods, Engineering and Documents to
be delivered according to the Confirmation.
1.3 When these conditions use the word Writing it means a document duly
signed by both Parties. For a written notification, notice or when one
Party in writing notify the other Party it may be considered not
necessary with signature from both Parties.
2 General reservation
Seller's quote is based on existing conditions on the date the quote was
Seller has the right to make reasonable adjustments as a result of any
changes not expected by Seller or outside Seller's control. Buyer will be
given a written notice of that adjustment along with an updated quote,
which will be deemed accepted if no objections have been received
from Buyer within 5 working days.
3 The Contract
These terms and conditions are referred to as the Contract. The
Contract contains all the terms and conditions agreed by either Party for
the Product as stated in the Confirmation.
The Confirmation is binding unless Buyer within a reasonable time
No amendment to the Contract shall be binding on Seller unless otherwise
agreed in Writing duly signed by both Parties.
4 Product information
All data in marketing materials, price lists and other product information
are only binding to the extent that it is expressly referred to in the
Contract or in an additional agreement between the Parties.
5 Technical Documentation and Information
5.1 All technical documentation regarding the Product or its manufacture
submitted by one Party to the other, prior or subsequent to the
formation of the Contract, shall remain the property of the submitting
Technical documentation received by one Party shall not without the
written consent from the submitting Party, be used for any other
purpose than that for which it was submitted. Except for documentation
referred to in Clause 5.2, documentation may not without the written
consent from the submitting Party be copied, reproduced, transmitted or
otherwise communicated to a third party.
5.2 The Product is intended for Buyer or any third party with sufficient
knowledge about the installation, commissioning, operation and
maintenance (including running repairs) of all parts of the Product.
Seller may at Buyer's request, provide technical documentation
sufficiently detailed to permit Buyer to carry out installation,
commissioning, operation and maintenance (including running repairs)
of all parts of the Product.
Any and all use of the Product is nevertheless subject to Buyer's sole
risk and responsibility.
6 Sealing Solution Proposal [SSP]
6.1 For applications where no known solution exists, or circumstances
indicating that a new solution must be obtained, Seller shall where
appropriate suggest solution based on information from Buyer and
proposal as described in Seller's SSP.
Depending on the scope of SSP, the price for each SSP is in itself to
be agreed between the Parties, from time to time. Depending on the
scope and / or assignment, Seller will require a separate non-disclosure
agreement before any assignment.
6.2 The SSP is based on Seller's experience, knowledge and Background.
Buyer undertakes to check the SSP for the specific application (s) and if
further investigation and / or testing should be performed.
6.3 When Buyer chooses to issue a Purchase Order based on the SSP and
its related quote, if any, Buyer undertakes all risk and responsibility. In
such a case, the SSP becomes Buyer's requirements related to the
Product. Seller does not undertake any liability in the individual case
due to the diversity of the possible variations in the practical application
in respect of the particularity of applications, further processing or the
otherwise use of the Product.
6.4 Buyer is obliged to check whether Seller's Product corresponds to the
supplied data, recommendations and test results and undertakes full
liability in respect of the application, use and further processing of the
Product as well as the use of information.
6.5 No liability whatsoever shall attach to the Product produced by Seller
for any infringement of the rights owned or controlled by a third
independent party which may be caused by the use or further
processing of the components by Buyer.
7 Intellectual Property Rights [IPR]
7.1 IPR includes but is not limited to, all commercial and technical
information, know-how, trade secrets including all kinds of technology,
ideas, concepts, drawings, inventions, formulas, processes,
procedures, specifications, computer programs, data, patents, patents
applications, trademark, trademark applications, designs and design
applications, copyrights, and documentation or information together
with copies of same irrespective of means of storage.
7.2 Background IPR means all IPR owned by, developed or licensed to a
Party prior to entering into the Contract.
7.3 Foreground IPR means all IPR, which are related to the result of an
assignment or a Purchase Order from Buyer, which are not limited or
restricted by definitions of Background IPR.
7.4 All Foreground developed by Seller or its subcontractors in connection
with the assignment or Purchase Order, or otherwise derived from
Seller shall be the property of Seller.
Either Party shall indemnify the other Party against any claims resulting
from infringement of patent or any other intellectual property rights in
existence at the date of the Contract, in connection with the assignment
or Purchase Order where such an infringement results from the use of
drawings or specifications provided by the indemnifying Party. Seller's
responsibility related to infringement are limited to the country as
corresponds to the delivery address as stated in the Purchase Order.
9 Terms of delivery
9.1 If not otherwise agreed in writing the terms of delivery is ex works
Seller's address according to the prevailing INCOTERMS.
9.2 Buyer is obliged to examine the Product upon receipt for possible errors
and / or omissions. Buyer must notify Seller in writing within 8 days from
receipt of Product for possible errors and / or omissions.
9.3 If Seller does not receive notification as stated in Clause 9.2, Buyer
shall pay for the Product in accordance with the Contract.
10 Time for delivery
Delivery date shall mean date of shipment from Seller.
11.1 If Seller finds that Seller will not be able to deliver the Product at the
agreed time or if delay on Seller's part seems likely, Seller shall without
undue delay notify Buyer thereof in writing, stating the reason for the
delay and if possible the time when delivery can be expected. If Seller
fails to give such notice, Seller shall, regardless of the provisions of
Clauses 12.1 and 12.2 reimburse Buyer for any additional expenses,
which the latter incurs and which Buyer have avoided, had Buyer
received notice in time.
11.2 If delay in delivery is caused by a circumstance, which under Clause
17.1 constitutes ground for relief or by an act or omission on the part of
Buyer, including suspension by Seller under Clause 13.4, the time for
delivery shall be extended by a period, which is reasonable having
regard to the circumstances in the case. The time for delivery shall be
extended even if the reason for delay occurs after the originally agreed
time for delivery.
12 Liquidated damages
12.1 If Seller fails to deliver the Product on time, Buyer is entitled to
liquidated damages from the date on which delivery should have taken
The liquidated damages shall be payable at a rate of one per cent of
the agreed price for each commenced week of delay. If the delay
concerns only a part of the Product, the liquidated damages shall be
calculated on the part of the price, which is properly attributable to the
part of the Product, which can not be taken in use due to the delay.
The liquidated damages shall not exceed ten per cent of that part of
the price on which it is calculated.
The liquidated damages become due at Buyer's written demand but
not before the complete Product has been delivered or the Contract is
terminated under Clause 12.2.
Buyer loses the right to liquidated damages if Buyer has not lodged a
written claim for such damages within one month after the time when
delivery should have taken place.
12.2 If the delay is such that Buyer has become entitled to maximum
liquidated damages under Clause 12.1, and the Product is still not
delivered, Buyer may in writing demand delivery within a final
reasonable period which shall not be less than two weeks.
If Seller fails to deliver within such final period and this is not due to any
circumstance for which Buyer is responsible, Buyer may, by written
notice to Seller, terminate the Contract in respect of that part of the
Product which cannot be taken in use due to the delay.
In case of such termination Buyer shall also be entitled to
compensation for the loss Buyer suffers due to Seller's delay to the
extent that the loss exceeds the maximum of liquidated damages which
Buyer may claim under Clause 12.1. This compensation shall not
exceed ten per cent of that part of the price, which is properly
attributable to the part of the Product in respect of which the Contract is
Buyer shall also have the right to terminate the Contract by written
notice to Seller if it is clear that there will be a delay, which under
Clause 12.1 would entitle Buyer to maximum liquidated damages. In
case of termination on this ground Buyer shall be entitled to both
maximum liquidated damages and compensation under the third
paragraph of this Clause.
Except for liquidated damages under Clause 12.1 and termination of
the Contract with limited compensation under this Clause 12.2, all
claims in respect of Seller's delay shall be excluded. This limitation of
Seller's liability shall not apply, however, where Seller has been guilty of
12.3 If Buyer finds that Buyer will be unable to accept delivery of the Product
on the agreed date, or if delay on Buyer's part seems likely, Buyer shall
without undue delay notify Seller thereof in writing stating the reason for
the delay and, if possible, the time when Buyer will be able to accept
If Buyer fails to accept delivery on the agreed date, Buyer shall
nevertheless make any payment which is dependent on delivery as if
the Product had been delivered. Seller shall arrange storage of the
product at Buyer's risk and expense. If Buyer so requires, Seller shall
insure the Product at Buyer's expense.
General Terms & Conditions for Sale
Version 1 - 20.03.2017 Page 2
12.4 Unless Buyer's failure to accept delivery as referred to in Clause 12.3 is
due to any such circumstances as described in Clause 17.1, Seller may
by written notice require Buyer to accept delivery within a reasonable
If, for any reason for which Seller is not responsible, Buyer fails to
accept delivery within such period, Seller may, by written notice to
Buyer, terminate the Contract in respect of that part of the Product
which is ready for delivery but has not been delivered due to Buyer's
default. The compensation shall not exceed that part of the price which
is properly attributable to the part of the Product in respect of which the
Contract is terminated.
13.1 Unless otherwise agreed, payment shall be made against invoice 30
days after the date of the invoice.
13.2 Any objections to any invoice must be notified in written by Buyer to
Seller within 8 days from receipt of invoice.
13.3 If Seller does not receive notification as stated in Clause 13.2, Buyer
shall pay for the Product in accordance with the Contract.
13.4 If Buyer fails to pay in time, Seller shall be entitled to interest from the
due date at the rate of interest determined by the law on late payments
in Seller's country.
If Buyer fails to pay by the due date, Seller may also, after having
notified Buyer in writing thereof, suspending performance of Seller's
Contractual obligations until payment is made.
13.5 If Buyer fails to pay on time, Buyer will receive from Seller one - 1
written demand for payment within 14 days. If Buyer fails to pay within
14 days Seller will, without further notice, initiate debt collection
procedures, and ultimately notify legal proceedings, pursuant to Clause
18. Buyer hereby acknowledges this.
14 Retention of title
The Product shall remain the property of Seller until paid for in full, to
the extent that such retention of title is valid.
This Clause does not regulate the ownership to IPR or the license to
IPR. IPR is regulated in Clauses 5 and 7.
15 Liability for defects
15.1 Seller shall, in accordance with the provisions of Clauses 15.2-15.13
below, remedy any defect in the Product resulting from faulty design,
materials or workmanship.
Where Seller is liable for a defective Seller shall also be liable for damage
to the Product that is caused by the defect.
Seller is not liable for defects arising out of material provided by Buyer
or a design stipulated or specified by Buyer.
15.2 Seller's liability does not cover defect caused by circumstances, which
arise after the risk has passed to Buyer. The liability does not, for
example, cover defects due to conditions of operation deviating from
those anticipated in the Contract or to improper use of the Product. Nor
does it cover defects due to faulty maintenance or incorrect installation
on the part of Buyer, alterations undertaken without Seller's written
consent or faulty repairs by Buyer. Finally, the liability does not cover
normal wear and tear or deterioration.
15.3 Seller's liability is limited to defects which appear within a period of one
year from the date of delivery of the Product. If the Product is used
more intensely than agreed, this period shall be reduced
15.4 For parts, which have been repaired or replaced under Clause 15.1,
Seller shall have the same liability for defects as for the original Product
for a period of one year. For other parts of the Product the liability
period defined in Clause 15.3 shall be extended only by the period
during which the Product could not be used due to a defect for which
Seller is liable.
15.5 Buyer shall notify Seller in writing of a defect without undue delay after
the defect has appeared and in no case later than two weeks after the
expiry of the liability period specified in Clauses 15.3 and 15.4. The
notice shall contain a description of how the defect manifests itself. If
Buyer fails to notify Seller in writing within the above time limits, Buyer
loses the right to make any claim in respect of the defect.
If there is reason to believe that the defect may cause damage, notice
shall be given forthwith. If notice is not given forthwith, Buyer loses the
right to make any claim based on damage which occurs and which
would have been avoided if such notice had been given.
15.6 After receipt of a written notice under Clause 15.5, Seller shall remedy
the defect without undue delay. Within this limit, the time for remedial
work shall be chosen in order not to interfere unnecessarily with Buyer's
activities. Seller shall bear the costs as specified in Clauses 15.1-15.13.
Remedial work shall be carried out where the Product is, unless Seller
with regard to the interest of both Parties finds it more suitable to have
the Product sent to Seller or to a place instructed by Seller.
If the defect can be remedied by replacing or repairing the defective
part, and if removal and re-installation of the part does not require
special knowledge, Seller may demand that Buyer sends the defective
part to Seller, or to a place instructed by Seller, for repair or
replacement. In such case, Seller has fulfilled his obligations in respect
of the defect when Seller delivers a duly repaired or replaced part to
15.7 If remedy of the defect requires intervention in other equipment than the
Product, Buyer shall be responsible for any work or costs caused
15.8 All transports in connection with remedial work shall be at Seller's risk
and expense. Buyer shall follow Seller's instructions regarding how the
transport shall be carried out.
15.9 Buyer shall bear the increase in costs for remedying a defect which
Seller incurs when the Product is located elsewhere than at the
destination for Seller's delivery to Buyer stated at the formation of the
Contract, or - if no destination has been stated - the place of delivery.
15.10 Defective parts, which are replaced under Clause 15.1, shall be placed
at Seller's disposal and shall become his property.
15.11 If Buyer gives such notice as referred to in Clause 15.5 and no defect is
found for which Seller is liable, Seller shall be entitled to compensation
for the work and costs which Seller has incurred as a result of the
15.12 If Seller fails to fulfill his obligations under Clause 15.6 within a
reasonable time, Buyer may by written notice require Seller to do so
within a final time. If Seller fails to fulfill his obligations within that time
limit, Buyer may at his option:
a) Carry out or have the necessary remedial work carried out at
Seller's risk and expense, provided that Buyer proceeds in a
reasonable manner, or
b) Demand a reduction of the agreed purchase price not exceeding
twenty per cent thereof.
If the defect is substantial, Buyer may instead terminate the Contract
by written notice to Seller. Buyer shall also be entitled to such
termination where the defect remains substantial after measures
referred to in a).
In case of termination, Buyer shall be entitled to compensation for the
loss Buyer has suffered. The compensation shall not, however, exceed
twenty per cent of the agreed purchase price.
15.13 Regardless of the provisions of Clauses 15.1-15.12, Seller shall have
no liability for defects in any part of the Product for more than two years
from the start of the liability period referred to in Clause 15.3.
15.14 Seller shall have no liability for defects save as stipulated in Clauses
15.1-15.13. This applies to any loss the defect may cause, such as loss
of production, loss of profit and other consequential economic loss. This
limitation of Seller's liability shall not apply, however, if Seller has been
guilty of gross negligence.
16 Exclusion of Liability. Indemnification
16.1 The Parties shall defend, indemnify and hold each other harmless from
any and all liability for death, disease or injury to any third party and
loss of or damage to any third party property and against all claims,
losses, damages, costs and expenses, including legal fees resulting
there from, arising out of the Purchase Order.
16.2 Seller shall defend, indemnify and hold Buyer harmless from Seller's
own indirect losses and damages, and Buyer shall defend, indemnify
and hold Seller harmless from Buyer's own indirect losses and
damages. This applies regardless of any liability, whether strict or by
negligence, in whatever form, on the part of either Party. Indirect losses
and damages according to this Clause include but are not limited to:
loss of earnings, loss of business opportunity, loss of profit, and loss of
16.3 Either Party shall indemnify the other Party from and against any claim
a) Personal injury to or loss of life of any employee of any Party,
b) Loss of or damage to any Property of any Party,
and which might arise in connection with the Contract or be caused by
the Product in their lifetime. This applies regardless of any form of
liability, whether strict or by negligence, in whatever form, on the part of
Either Party shall, as far as practicable, ensure that other companies
affiliated to each Party in connection with this Contract waive their rights
to make any claim against a Party when such claims are covered by the
Parties obligations under the provisions of this clause 16.3.
16.4 By whatever incident or consequence arising, Seller's liability is limited
to that covered by Seller's insurance policy that applies to corporate
liability, product liability, liability for mutual indemnification and liability
for consulting engineering services.
17 Grounds for Relief (Force Majeure)
17.1 The following circumstances shall constitute grounds for relief if they
impede the performance of the Contract or makes performance
unreasonable onerous: industrial disputes and any other circumstance
beyond the control of the Parties, such as fire, natural disasters and
extreme natural events, war, mobilization or military call up of a
comparable scope, requisition, seizure, trade and currency restrictions,
insurrection and civil commotion, shortage of transport, general
shortage of materials, restrictions in the supply of power and defects or
delays in deliveries by suppliers or sub-contractors caused by any such
circumstance as referred to in this Clause.
The above-described circumstances shall constitute grounds for relief
only if their effect on the performance of the Contract could not be
foreseen at the formation of the Contract.
17.2 The Party wishing to claim relief under Clause 17.1 shall without delay
notify the other Party in writing on the intervention and on the cessation
of such circumstance.
If grounds for relief prevent Buyer from fulfilling his obligations, Buyer
shall reimburse the costs incurred by Seller in securing and protecting
17.3 Notwithstanding other provisions of these General Conditions, either
Party shall be entitled to terminate the Contract by notice in writing to
the other Party, if performance of the Contract is delayed more than six
months by reason of any grounds for relief as described in Clause 17.1.
18 Disputes. Applicable Law
The laws of Norway shall govern all disputes arising out of or in
connection with the Contract. The Parties will attempt to resolve all
conflicts in a positive atmosphere. If such negotiations are
unsuccessful, the dispute may be brought before Oslo City Court.