General Terms and Conditions

1. Scope and Application

All offers, sales and deliveries from Würth Industri Norge AS (henceforth WI-NO) are governed by these terms and conditions unless otherwise stated in writing. The purchaser's general or special terms or conditions for purchases shall not apply unless WI-NO expressly accepts such terms in writing.

2. Offers and Sales

An offer expires if it is not accepted by the deadline stated on the offer. Offers or agreements that are communicated by WI-NO’s representatives are only binding after WI-NO has confirmed them in writing by means of a quotation letter or order confirmation.

Offers are made with reservation to significant changes in the price of raw materials, semi-manufactured products, exchange rates, freight rates etc. during the time leading up to placing an order or until delivery occurs. If such changes do occur prior to delivery, WI-NO has the right to alter its terms or conditions to reflect those changes. All the conditions of an offer are based on calculations of the total volume of the offer, which is why we take reservation on changes to these if a partial order might be made.

An order confirmation is deemed approved by the purchaser if he or she has not communicated his or her objection in writing within 2 business days of receiving the confirmation.

3. Product Information

Tasks related to product information and price lists are only binding to the extent the contract expressly indicates that information, that price or the price list.

4. Delivery

If a delivery clause is included in the contract, it must be interpreted according to INCOTERM in effect at the time the contract is signed. If no specific delivery terms are stated in the contract, the delivery shall come from the seller's warehouse (EXW WI-NO).

4.1 Delivery Times. Delays

Delivery times on products that WI-NO is able to deliver from our own warehouse without delay are normally continual, yet with an addition of the time WI-NO can reasonable expect to use on special transport obligations/agreements etc. WI-NO reserves the right to extended a delivery time to a reasonable extent if the scope of the delivery, other deliveries or similar conditions make continual delivery difficult. The delivery time stated in an offer, order confirmation or agreement for a product not found in our warehouse is only instructive, with the understanding that WI-NO is able to deliver within a period of 1 week before or after the stated delivery time.

If the agreed delivery time cannot be met, and the delay was not caused by the purchaser or any of the conditions listed in Item 11, the purchaser can claim a penalty (liquidated damages) amounting to 0.5% for each entire week of delay, yet not more than 7.5% of the total purchase amount (excluding VAT) for the delayed part of the delivery.

If the purchaser claims the maximum penalty, the purchaser and WI-NO can agree to a final deadline of at least 1 week to completed the delivery. If this deadline is not met by WI-NO, the purchaser may notify WI-NO in writing of his desire to cancel the delayed part of the delivery.

Except for the penalty and the cancellation, with the limited compensation stated in the previous paragraph, any claim from the purchaser relative to WI-NO's delay(s) will be rejected.

5. Payment Terms

Payments shall be made within 30 days of the date stated on the invoice if not otherwise agreed. If payment is not made by this deadline, WI-NO has the right to claim interest on overdue payments as dictated by law on the outstanding amount. The purchaser is obligated to provide a surety for correct payment before any goods are delivered, if WI-NO demands this.

If the purchaser does not pay by the agreed date, WI-NO also has the right to terminate any contractual obligations until payment is made after notifying the purchaser in writing.

If the purchaser has not paid within said 30 days, WI-NO has the right to cancel the contract after notifying the purchaser in writing and claim any interest on overdue payments. WI-NO also has the right to compensation on any economic loss it may suffer due to non-compliance and cancellation. Such compensation may not exceed the purchase amount on the agreement (including VAT).

6. Vendor's Lien

WI-NO requires the purchaser to provide a surety on unpaid purchases for the entire purchase amount, with the addition of any interest and expenses; ref. sections 3-14 to 3-22 of the Norwegian Mortgages and Pledges Act.

7. Fees and Charges

State fees and charges have been calculated into WI-NO's sales prices unless this a specific or special fee or charge applies to any product.

8. Warehouse Rental

If the purchaser cannot receive the ordered goods by the agreed delivery time, WI-NO reserves the right to invoice the purchaser for storage dues on the goods until they leave the warehouse.

9. Complaints and claims

The purchaser shall notify WI-NO in writing (submit a claim) if any defects or deficiencies are discovered on the delivered goods. The claim must be sent without unnecessary delay and no later than 3 business days after the defect or deficiency was discovered or should have been discovered (this also applies to damage during transport). If the purchaser fails to submit a claim on a defect or deficiency by the agreed deadline, the purchaser loses all right to compensation on that defect/deficiency. The same applies if the purchaser fails to provide a written notification of the defect/deficiency within a maximum of 2 business days after delivery.

Only claims with a value higher than 500 NOK will be considered.

10. Guarantees

WI-NO guarantees its products against material or manufacturing defects for a period of two years from the date of purchase.

The guarantee does not cover consumables for products and/or product parts or mechanical parts that wear out naturally and can there be considered consumables.

The guarantee is not valid if a defect or damage is caused by incorrect use and/or poor maintenance or if the product is altered or repaired in any way by persons not authorised by WI-NO to do such work.

To ensure correct use of our products, the user must read the instructions in the user manual carefully and comply with all the instruction, and avoid the actions or usage that are listed in the manual that could lead to damage.

11. WI-NO's Responsibilities for Defects and Deficiencies

WI-NO is obligated to remedy any defects or deficiencies that exist at the time of delivery for which the purchaser submits a claim within the allotted deadline stated in Item 10 and/or 11. WI-NO shall decide whether this remedy comes in the form of a repair or redelivery.

Any request for repair or redelivery is validated by proof of purchase to verify deadlines and to ensure compliance with our guarantees.

If the purchaser submits a claim on a defect / deficiency for which WI-NO was NOT responsible, WI-NO has the right to compensation from the purchaser for any work and expenses that result from the claim.

WI-NO is not responsible for any defects or deficiencies beyond its obligation to remedy pursuant to paragraph one above. Under no circumstance is WI-NO responsible for losses caused by a defect / deficiency, including disruption of operations, loss on earnings or other economic consequential loss.

12. Hindrances to delivery / Force Majeure

WI-NO cannot be held responsible for the consequences of delays that are out of WI-NO's control, or conditions which could hinder or to an unreasonable extent impede WI-NO from satisfying its contractual obligations. This also applies to incidents such as war, mustering for war, expropriation, confiscation, changes in the currency market, export or import bans, labour conflicts, insufficient supply of raw materials, deficiency in means of transport, fire and factory accidents as well as defects / deficiencies on deliveries from subcontractors or delays to such deliveries that may result from the circumstances discussed in this item.

If a delivery hindrance is lasting, either party may cancel the contract on the effected part of the delivery(ies). The delivery time can be postponed if the hindrance is temporary.

If either party wishes to submit a claim on any part of the circumstances stated in this item, that party must notify the counterparty in writing without unnecessary delay.

13. Disputes. Choice of law

The purchaser and WI-NO shall attempt to resolve disputes amicably by negotiation regarding the content of these Terms and Conditions for Sales and Delivery, including agreements that are related to these terms and conditions. To that extent, the parties shall agree within reason to carry out negotiations according to the Norwegian Bar Association's rules for attorney arbitration.

The mediator shall be appointed by both parties together. If the parties are unable to agree on a mediator one will be appointed by the Norwegian Bar Association. If negotiations do not produce satisfactory results, the dispute shall be resolved according to Norwegian law, with the Gjøvik District Court as the legal venue.

Dokka, July 2018