Norsk Wax
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General Sales Conditions Norsk Wax AS

Contract formation

1. All of Norsk Wax AS (hereinafter called NW) offers, selling prices, terms and conditions mentioned therein shall be without engagement. Orders from the buyer shall only be binding upon NW after they have been confirmed by NW written or by e-mail. Agreements shall also be deemed to have been concluded when NW deliver goods in accordance with the accompanying forwarding documents/invoice.

2. These general conditions shall for part of any and all agreements of NW. The conditions shall apply to any and all (other) acts and legal acts of NW, even if such acts should not lead to or relate to any agreement.

3. The applicability of any general conditions of the buyer is explicitly rejected.

4. If any stipulation of these general conditions or of the agreement with the buyer proves to be invalid for whatever reason, parties shall negotiate the contents of a new stipulation which shall approach the original stipulation as closely as possible.

 

Delivery and prices

5. Terms of delivery are established in our offer and are to be interpreted per Incoterms 2010.

6. Unless stated otherwise in the offer, all prices shall be Ex Works (EXW) our factory warehouse, including packaging and exclusive of V.A.T.

7. Dates of delivery states by NW are targeted dates. In the event of late delivery, the buyer is required to serve NW with notice of default in writing, allowing NW a reasonable period of time to fulfill its delivery commitments, during which the buyer shall be obliged as yet to accept delivery of the goods.

8. No damage compensation shall be due to the buyer for delay except in case of NW` gross negligence.

9. The goods are packed, marked and delivered according to NW standard practices. Any changes required by the buyer is at the buyers cost and is only valid if the buyer receives a confirmation from NW in writing or by e-mail.

10. It is the buyers responsibility to inform NW of any local mandatory rules concerning marking of the goods.

 

Payment and retention of title

11. Surrender of goods shall take place against cash payment, unless agreed otherwise. NW reserves the right to demand payment of goods prior to delivery. If cash payment or payment within the period agreed upon has not or not completely been effected, NW shall be entitled to cancel any current orders in full or in part without any notice of default being required.


12. Any payment done by the buyer will be deducted in the first place from the oldest receivable, irrespective of indications given by the buyer.


13. If the buyer does not pay the receivable balance within the given period, NW is entitled to compensation of the loss suffered without further notice. This includes the current monthly statutory interest in Norway and all extrajudicial and judicial costs, including the costs of legal assistance in or outside legal proceedings. The minimum of extrajudicial costs will be estimated to 10% of the amount due.

14. The buyer has no right to suspension or setoff.


15. All goods NW deliver to the buyer shall remain NW property until the buyer has settled all NW receivables plus interests and costs. If the buyer does not pay within the given period NW are entitled to collect the goods from the buyer at his expense. The goods shall be stored in such a way that there will be no doubt concerning the retention of title. The buyer has the obligation to grant access to the places where the goods are stored.

 

Variation in delivered amounts

16. NW shall never be bound to subsequent delivery of any shortages less than 10% of the contractual weight. A shortage in weight of less than 10% shall never lead to liability of NW. If the amount of delivered varies from the amount agreed upon, the invoice value will be adjusted proportionally.

 

Warranty/Limitation of liability

17. NW guarantee that the products supplied shall answer – at the moment of delivery – the specifications on the certificate of analysis subject to margins customary in trade. Due to (possibly varying) conditions of transport, storage, process or application (which are beyond NW knowledge and control), it is strongly recommended to carry out sufficient tests in order to ensure that the products are suitable for the intended processes and applications. Further, it is the users obligation to utilize the material with due care, in full compliance with health, safety and environmental regulations. NW recommends that the Material Safety Data Sheet is consulted prior to handling. We urge and recommend that the buyer before using any product make their own tests to determine, to their own satisfaction, its suitability for their particular purposes under their own growing conditions.

18. In no case are NW liable for defect or damages occurred after delivery, among other by reason of wrong handling, stocking, use, external climate conditions or defects in the biological material used.

19. Claims shall be lodged with NW in writing or by e-mail within two months after delivery of the goods. No rights can be derived from claims submitted in another way, at a later point of time and/or not directly.

20. If the product does not meet the specifications or a claim is rightly made on other grounds, NW obligations shall be limited to either replacement free of charge of unsound delivered goods or the granting of a proportional discount, at our own discretion. This means that the liability of NW on any ground whatsoever shall be limited per event to the relevant contract price (exclusive V.A.T.) whereby a sequence of events shall be deemed to be one event.

21. Except in case of malicious intent and/or gross negligence on the part of NW or its executive personnel, NW liability is restricted to the foregoing and are therefore not liable for any (further) damage such as consequential damages.

22. The buyer shall indemnify and hold NW harmless against any claims of third parties on any ground whatsoever with respect to damages, costs or interest related to the delivered products or arising out of use of NW products or oral advice.

 

Patent

23. No information given (verbally, in writing and by tests) by NW, its officers, employees or affiliates, is to be construed as permission, recommendation or inducement to use any product or process so as to infringe upon or conflict with any patent. NW does not attest or guarantee that the use of its products or processes will not infringe upon any patent; the buyer is responsible for verifying its freedom to operate in any jurisdiction.
Force Majeure

24. War, domestic riots, fire, explosion, storm, flooding, earthquake, government measures, lack of raw materials, traffic-jam, failure of power or internet connection, shortage of transport, shortage of material, shortage of delivery by sub-suppliers, similar circumstances or any of these circumstances at NW suppliers and, in general circumstances beyond NW control and/or without fault, which entail the inability to meet the commitments is qualified as force majeure and entitle NW to cancel all or part of the agreement by means of written notification. This is without liability to pay the buyer any compensation for damages. Force majeure shall be established when NW invoke the stated reasons, without prejudice to the right on the part of the buyer to furnish proof to the contrary.

 

Rescission

25. In case that:

a. The buyer files his bankruptcy petition, applies for suspension of payment or an adjudication order is being issued; or

b. The buyers company goes into liquidation or stops its activities, or if his company is alienated; or

c. The buyer is unable to fulfill certain contractual commitments; or

d. Executorial attachment of the buyers property takes place or in case that conservatory attachment will not be lifted within 30 days so that the buyer loses disposition of a considerable part of his property;
NW are entitled to cancel or rescind any current orders in full or in part by means of written notification to the buyer, and immediately claim any amount due, without liability to pay the buyer any compensation for damages and without prejudice to NW remaining rights, such as the rights in regard to damages, and without requiring default notice or judicial intervention.

 

Dispute resolution

26. These condition, and any related contract, shall be governed by the Vienna Convention on International Sale of Goods 1980 (CISG), supplemented, when insufficient, by the Norwegian law for legal fields outside the scope of the convention.

27. In the absence of an amicable settlement, all disputes in connection with these Conditions and any related sales contract shall be finally settled by arbitration, in English, in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in Oslo, Norway. This provision shall not limit the right of NW to apply for interlocutory measures or exclude its right to obtain payment trough debt recovery procedures.

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