Standard terms of sale - Example
Hardware Business Model
1. General 2
2. Terms of Delivery 2
3. Terms of Payment 2
4. Intellectual Property Rights 3
5. Software & Services 3
6. Warranties 3
7. Limitation of Liability 4
8. Force Majeure 4
9. Governing Law and Dispute Resolution 4
These standard terms and conditions govern all orders placed with any agreements entered into with Entrepedia AS unless otherwise explicitly agreed in writing. The customer is strongly urged to review these terms and conditions.
General
These terms and conditions apply to all hardware products (“Products”) sold from Entrepedia AS (“SUPPLIER”) to the Customer (“CUSTOMER’”). Unless to the extent explicitly agreed to in writing in the form of a signed agreement, the SUPPLIER does not recognize or accept any terms of procurement or other conditions imposed by the CUSTOMER pertaining to the order of Products from the SUPPLIER. Together with the order confirmation, these terms and conditions form the entire and exclusive contract governing the deliveries hereunder.
Terms of Delivery
The prices for the Products are based on EXW from the SUPPLIER’s manufacturing warehouse in accordance with INCOTERMS 2020 and are exclusive of any taxes. The CUSTOMER shall be responsible for any shipping, handling, taxes, dues, duties and levies arising after the SUPPLIER’s delivery of any Products.
The delivery times indicated in the order confirmation are preliminary and only estimations of final delivery times. An estimated time of delivery will be informed upon dispatch. The CUSTOMER may cancel a confirmed order if (i) the delay is substantial in relation to the estimated time of delivery, and (ii) the SUPPLIER by written notice has been given reasonable time extension to fulfil and deliver the order pursuant to the relevant order confirmation. Any claims for compensation caused by delayed delivery, short delivery or non-delivery are excluded. In any case, the CUSTOMER shall be obliged to purchase all Products on which production has already started as a consequence of the CUSTOMER’s order. The SUPPLIER may also enforce subsequent charges or claims for compensation caused by the cancellation of an acknowledged purchase order.
Delivery terms are EXW in accordance with INCOTERM 2020 at the SUPPLIER’s warehouse as specified in each Purchase Order.
Terms of Payment
Payments shall be made against the SUPPLIER’s invoice. Payment is due in full within net thirty (30) calendar days from the date of such invoice. Interest of 1.5% per month, or the maximum allowed by law, shall accrue on due payments and be added to the principal amount in such intervals.
The SUPPLIER reserves the right to withhold delivery of Products if the CUSTOMER is overdue on payments to the SUPPLIER.
Intellectual Property Rights
All intellectual property rights in or related to the Product shall exclusively remain the property of the SUPPLIER or its licensors (as the case may be). Subject to full payment to the SUPPLIER, the CUSTOMER is given a non-exclusive right to use the Products in accordance with its intended use and otherwise in accordance with the terms and conditions set out herein.
The CUSTOMER shall not modify, reverse engineer, disassemble or otherwise attempt to discover any underlying technology in whole or in part of the Product.
The CUSTOMER shall hold the SUPPLIER harmless against any expense, cost or loss resulting from the infringement of patent rights, copyrights or other intellectual property rights caused by the CUSTOMER, for example arising from the CUSTOMER’s use of the Product, regardless of whether or not the SUPPLIER should have discovered the possibility of such infringement of patent property rights.
Software & Services
The SUPPLIER may provide additional software or services relating to the Product. Such software and services are subject to separate agreements and/or licenses as made available by the SUPPLIER. Certain Products may contain pre-programmed software that is subject to a separate license agreement. In such event; (i) this will be documented in the Specification of the Product; and (ii) such separate license agreement shall supersede anything to the contrary in this Agreement.
Warranties
The SUPPLIER warrants that from the date of delivery of the Product and twenty-four (24) months thereafter (the “Warranty Period”) the Product is functional, free from defects in material and workmanship, and under normal use shall conform to the applicable specification as made available by the SUPPLIER. This warranty does not apply if the products are (i) handled in an improper manner, (i) used in conflict with the instructions and recommendations provided by the SUPPLIER or (iii) altered or modified in any way by any other than the SUPPLIER.
The CUSTOMER must provide written notification of any defects to the SUPPLIER, providing detailed explanations, within 14 days of becoming aware of them. Failing to provide such written notice will void any warranty claim.
The CUSTOMER must receive a return material authorization number from the SUPPLIER prior to returning defective Products. Products returned without such number — will immediately be returned to the CUSTOMER at the CUSTOMER’s cost of transportation and risk of loss. In case of returns, the SUPPLIER will cover fair transportation costs subject to a prior written agreement. In case of unjustified returns or complaints, the CUSTOMER shall reimburse the SUPPLIER for all reasonable expenses incurred from the invalid warranty claim.
The SUPPLIER’s obligation under this warranty shall be discharged, at its option, by repairing, replacing or giving credit for defective Product(s). A case of warranty shall not prolong the Warranty Period from the original delivery.
The SUPPLIER does not warrant the Product’s fitness for any particular purpose. It is the CUSTOMER’s sole responsibility to determine the suitability of the Product for each particular application. The product is not suitable for, nor is it authorized or designed to be used in connection with life support systems or for maintenance of public services or functions involving factors of safety.
Limitation of Liability
In no event shall the SUPPLIER be liable for any indirect, punitive, incidental, special or consequential damages, of any kind, howsoever caused, even if the SUPPLIER has been advised of the possibility of such damages.
The SUPPLIER’s total liability, whether in torts or under this Agreement, shall in no event exceed the order value.
Force Majeure
The SUPPLIER shall not be liable for any failure to perform due to causes beyond its control, including but not limited to fire, flood, earthquake, explosion, accident, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes or shortages, transportation embargoes, failures or delays, inability to secure raw materials or machinery, acts of God or government (including denials of or onerous restrictions on export licenses), any such event of force majeure affecting the SUPPLIER’s third-party suppliers or judicial action. Similar causes shall excuse the CUSTOMER for failure to take the SUPPLIER’s Products ordered by the CUSTOMER other than those already in transit or specially fabricated or not readily saleable to other buyers.
Governing Law and Dispute Resolution
This Agreement and any conflicts arising out of or in relation to it shall be governed by the laws of Norway (conflict of law’s provisions excepted), and the parties hereby submit to the jurisdiction of the courts of Norway, which shall have exclusive jurisdiction over all conflicts in connection herewith. The CUSTOMER hereby waives any right to assert any rights or defences within any other jurisdiction or to require that litigation regarding this Agreement take place elsewhere. Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall first be referred to mediation in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at any time.
Standard terms of sale - example - Hardware Business Model, Rev 1.0 | Page of |
