General Terms and Conditions of Sale and Delivery. Valid from January 1st 2019


1. Introduction


1.   These general terms and conditions of sale and delivery (hereinafter Terms of Delivery)  apply

      to all deliveries of goods and services as specified in the order confirmation and the contract
      (hereinafter Delivery) from Pump Supply AS (hereinafter PS) to a buyer (hereinafter Buyer).
      Deviations from the Terms of Delivery shall not apply unless agreed in writing by the parties.   If
      the  Delivery includes  delivery  of  services,  the  Terms  of  Delivery shall  apply  to  the extent applicable.


2.   The Buyer is obliged to familiarize himself with the Terms of Delivery.


3.   The contract documents are listed in point 1-5 below. In case of conflict between these
       documents, the following order of precedence shall apply:

 

           1.    Order confirmation from PS
           2.    Written agreement between the parties
           3.    The Terms of Delivery
           4.    The Buyer’s written order
           5.    The offer from PS

 


4.   Other contract terms, including the Buyer’s own standard terms of purchase, will only apply if PS has

    expressly accepted these in writing.

 

5.   PS may use sub-contractor.

2. Offers


1.   Offers to the Buyer are provided subject to stock availability of the goods offered or subject to
     PS’ access to the specialists who will perform the service offered, at the time of the Buyer’s
     acceptance of the offer. If the goods are out of stock or PS does not have access to specialists,
     at this time, PS will have no further obligations or liabilities in respect of the offer provided.


2.   Specification of technical data of any kind stated in an offer, including, but not limited to,
      illustrations,  drawings,  specifications  of  weight  and  dimensions,  must  be  deemed  to be
      approximates until these are finally determined in the contract documents between the Buyer and
      PS. PS does not assume any liability for faults or defects due to technical data included in an offer.


3. Product Information etc.


1.   PS only assumes responsibility for information regarding products and services that are included
      in  the  contract  documents.  Information  contained  in  product  catalogs,  price  lists  or other
      promotional materials are binding only to the extent that they are by reference expressly included
      in the contract documents.


4. Technical Documentation and Information


1.   All  technical  documentation  regarding  the  Delivery  submitted  by  PS  to  the  Buyer, prior  or
     subsequent to the formation of the contract, shall remain the property of PS. The Buyer may  not
     use documentation or information received from PS for any other purpose than that for which it was
     submitted. This documentation may not be copied, stored, reproduced, distributed or disclosed to
     a third party without the prior written consent of PS.


2.  PS is not obliged to supply documentation for manufacturing of the Delivery.

 

5. Prices


1.   The Delivery shall be delivered at the price («Contract Price») that is quoted in the written
      agreement between the parties, the order confirmation or the offer. If no price has been agreed,
      PS’ standard price lists for goods and services applicable at the time of delivery shall apply.


2.   Unless otherwise agreed, all prices are in Norwegian kroner, exclusive of value-added tax and
      other public and industry taxes, as well as packaging, storage, loading, freight and insurance.


3.   The contract price is subject to change due to rises in prices of material and labor and in 
      case of exchange rate fluctuations. PS shall notify the Buyer in writing of any price adjustment at least

      2 weeks prior to the effective date of the price change.


4.   For Deliveries under NOK 500 excl. VAT, a handling fee of NOK 150 will be charged.


5.   PS is also entitled to adjust the Contact Price due to changes pursuant to  Article 6 below - Changes.


6.   If PS has provided prices and terms and conditions for delivery that apply to a specific delivery period,

      PS  is  entitled to change prices  and terms  and  conditions  for  delivery  following the expiration of the

      specified period of delivery.


6. Changes


1.    PS is entitled to make changes to the Delivery that do not affect the Buyer or the Buyer’s use of the Delivery.


2.    The Buyer may not, other than as agreed with PS, postpone the time of delivery or change or cancel the Delivery

       in full or in part. If the right to return is agreed in writing, PS will only accept standard products in unopened original

      packaging not older than 6 months. Return costs are 20% on products in stock and 30% on non-stock products.


3.    If the Buyer would like to make changes to the Delivery, the request must be submitted in writing within                           reasonable time prior to the agreed delivery. In case of change requests, the Buyer shall provide accurate                         information concerning the change(s) required. PS is entitled to charge an increased price in case of changes,                 including an increase in the unit prices, and to postpone the delivery time. PS shall within reasonable time decide           whether to accept the request, and in case of acceptance, inform the Buyer in writing of the effect of the change             order on the Contract Price and delivery times. If the Buyer would like to implement the change, PS and the Buyer         will confirm the change in writing.


4.    If the Delivery needs to be changed due to amendments in legislation, including technical standards, regulations or

       case law that have come into effect following the formation of the contract, PS reserves the right to make a                      proportional adjustment of the Contract Price and delivery times.


7. Delivery / Delivery Time


1.    Unless  otherwise  agreed,  delivery  shall  take  place  «Ex  Works»  (in  accordance  with  
      the Incoterms as applicable at the time of contract) from PS’ workshop in Solbergelva, Nedre Eiker, Norway.


2.     PS shall notify the  Buyer  that the  Delivery is  ready to dispatch.  If  it  is  agreed  that PS  shall arrange the

        transportation to the Buyer, the parties shall agree on a final date for delivery  that shall be no later than a week after the              delivery was ready to dispatch from PS.


3.    If time of delivery is agreed in number of days, weeks or months, the delivery time limit will 
       start to run two days following PS’ confirmation of the order in the form of a written order confirmation.


4.    The time of delivery is binding on PS provided that:


      a)  The parties agree on design, specifications etc. of the Delivery,
      b)  PS has received all required information, approvals, permits or documentation to be submitted by the Buyer,

      c)  The  Buyer,  or  a  sub-contractor  of  the  Buyer,  has  carried  out  required  work  to be completed before                          delivery, within the agreed time.
      d)  The Buyer has fulfilled his payment obligations.


      The delivery time shall be postponed in accordance with the delay until the above-mentioned premises are met.


5.   The delivery time may change due to:


    a)   An act or omission on the Buyer’s part as mentioned under clause 4 above,
    b)   If  PS  encounters  an  impediment  due  to  circumstances  beyond  PS’  control.  This includes,  without                           limitation, unforeseen  delays  from  sub-contractors, production breakdown, lack of labor, labor disputes, strike             or force major. Such circumstances entitle PS to postpone the delivery time proportionally until the impediment             to  delivery is removed,
     c)  The parties agree to changes, pursuant to Article 6 – Changes. Each party may terminate the contract with                     immediate effect by written notice to the other party, in case of an impediment of performance of the contract                  lasting more than 6 months as mentioned in this clause 6 b).

     d)   If no delivery time is agreed, PS shall deliver the Delivery as soon as possible.
     e)   The Buyer may not refuse part delivery and shall pay for part deliveries.


8. Delays


1.    If PS finds that it will not be able to deliver by the agreed time, PS shall, without undue delay, inform the Buyer               thereof. Furthermore, PS shall state a new delivery time, if possible.


2.    The Buyer will lose his right to make a claim following a delay unless he complains in writing within reasonable             time and no later than 8 workdays after notice of delay was provided.


3.     If the delay lasts for more than 60 days, the Buyer may – by written notice to PS – demand delivery and stipulate            a final delivery time, which may not be less than 8 workdays. If PS fails to deliver by this last final time, and this is          not owing to circumstances for which the Buyer is responsible, or circumstances as described in clause 6 b), the            Buyer is entitled to terminate the contract with immediate effect by notice to PS, if the delay substantially                        invalidates his purpose of  the purchase.  In  case  of  such  immediate  termination,  the  Buyer  is  entitled                      to claim compensation for any direct loss suffered due to PS’ delay. Such compensation may not exceed 10% of              that part of the Contract Price that is related to the part of the Delivery affected by the termination.


4.   If the Buyer finds that he will be unable to accept receipt of the Delivery at the agreed time of delivery, or that a              delay is considered to be likely, he shall notify PS thereof in writing without undue delay, and at the same time                specify the reason for the delay, and to the extent possible, indicate the expected time for receipt. If the Buyer fails          to receive the Delivery at the agreed delivery time, the Buyer is still obliged to pay any amounts related to the                  agreed delivery time as if the Delivery had been made. In such event, PS has a right, but no obligation, to store the          goods in a suitable location at the Buyer’s expense and risk. PS is entitled to charge a standard storage cost of ½          % of the Contract Price per day; however not exceeding 5% of the Contract Price, unless documentation of higher            storage costs can be presented. Storage costs also includes the transportation to and from the storage location              and all other related costs. PS has a right, but no obligation, to insure the Delivery at the Buyer’s expense. If the              agreed delivery time is exceed by more than 1 month and no delivery is made owing to circumstances for which            the Buyer is responsible, PS is entitled to terminate the contract with immediate effect, make a compulsory sale of        the delivery and claim compensation for their loss and outlays.


9. Payment (30-60-10)


1.   Unless otherwise agreed, the Delivery will be invoiced upon delivery and payable within 10 days of the date of                invoice.


2.   For larger projects, or if PS has justifiable basis, PS is entitled to claim the payment of 30% of the Contract Price            upon order confirmation, 60% when PS submits written notice that the Delivery or the essential part of the Delivery        is ready to dispatch, and 10%  within 10 days following delivery. If relevant, PS is entitled to demand security for            payment (guarantee etc.)


3.   In case of agreed part delivery, the Buyer is obliged to pay a proportional share of the total Contract Price.


4.   Payment is not considered to have been made until the payment is finally credited to PS’ bank account. In case of          late payments, interests will be charged on the amount overdue in accordance with the Norwegian act on interest          in case of late payments.


5.   Any complaints relating to an invoice must be submitted within 10 calendar days after the invoice date.


6.   In case of delayed payment, PS is, following written notice to the Buyer, entitled to suspend the performance of its

      contractual obligations until payment has been made. If the Buyer fails to pay the overdue amount in full within 3            months, PS is entitled to terminate the contract immediately by written notice to the Buyer and – in addition to                interest on late payment – claim compensation for the loss PS has suffered.


10. Non-Possessory Security Interest


1.    PS retains the title to the Delivery until the Contract Price, inclusive of interests and costs, and any  storage                     charge and insurance,  is  paid  in  full  pursuant  to  the  Norwegian  act  on non-possessory pledges. The Buyer is         not entitled to resell or incorporate the Delivery.


11. Defects. Guarantee. Limitation of Liability.


1.    The Buyer shall immediately upon receipt inspect the Delivery for any defects. The Buyer will lose his right to                 claim any defects unless he issues a written notice of defects to PS within reasonable time, and no later than 8               workdays after the defect was discovered or should have been discovered. The warranty-claim shall be written on         a designated scheme, and include a description of the defect.


2.   Pumps from Hammelmann have the following guarantee periods, calculated from the time when the risk passed to        the Buyer:


      a)   24 months for 1 shift operation (max 7.5 t per day), or
      b)   12 months for 2 shift operation (max 15 t per day), or
      c)   6 months for 3 shift operation  (max 22.5 t per day),
            However, never more than 2000 hours of operations.


      For electric and other engines, the warranty of the manufacturer applies. If used or installed  on sites without fuse        or circuit-brakers for protection of the engines, no warranty applies.


3.   Parts breaking due to  material and/or manufacturing defects are replaced free of charge against submission of            the used parts. For the replacement parts, the buyer normally pays all shipping costs and any duties and taxes.              Disassembly and assembly of advertised parts is not included in the warranty. It must be undisputed prove that the        damage/defect is due to manufacturing or material defects. No compensation other than the above is given. The            Buyer shall cover expenses and cost for survey or on-site labor. If PS is not given the opportunity to rectify or                  replace within a reasonable time, the Buyer's right to make the defect applicable to PS lapses.


4.   If remedy of the defect requires intervention in other equipment than the Delivery, the Buyer shall be responsible            for any  works and costs caused thereby. For parts that are replaced or   repaired, PS assumes the same                          obligations as it assumed for the original Delivery.


5.   If PS does not want to repair or replace, PS shall instead pay the Buyer a reduction in the   
      price, not exceeding 20% of the Contract Price.


6.   Defective products/parts that are replaced become the property of PS.


7.   If the Buyer has submitted a notice of defect, and it appears that no defect for which PS is responsible exists, PS is        entitled to compensation for the works and costs incurred due to this notice of defect. The Buyer will be invoiced in        accordance with PS price list, as applicable from time to time.


8.   In case of a substantial defect in the Delivery; If PS fails to fulfill its obligations with regard to remedy or price                  reduction, for which PS is responsible, within reasonable time, the Buyer may by  written notice require PS to do so        within a final time. If PS fails to fulfill its obligations within that time limit, the Buyer is entitled to terminate the              contract with immediate effect. In case of such termination, the Buyer will be entitled to claim compensation for              the direct loss he has suffered, however not exceeding 20% of the Contract Price.


9.   The Buyer may only claim defects in the Delivery if the Buyer documents that the operating and maintenance                   instructions are adhered to  and that the operation and maintenance have been carried out by qualified personnel.


10.   PS’ liability for defects does not include incorrect installation, incorrect adjustment, neglectful handling, incorrect          storage, excessive load or unsuitable method of operations. PS is not liable for faults or defects due to                              modifications and repairs made by the Buyer or a third party for who PS carries no responsibility.


11.   PS is not liable for personal injuries, material damages or environmental damages due to incorrect use of                        equipment, lack of training, failure to use protective equipment, lack of maintenance. PS has a right of recovery              against the Buyer for any direct claims from the sufferer.


12.   PS  carries  no  liability for  damage  caused  by the  Delivery to  real  estate  or  chattels and the consequences of          such damage, if the damage occurs when the Delivery is in the posession of the Buyer. The Buyer shall indemnify          PS to the extent that liability to a third party is imposed on PS for such loss or damage as mentioned herein.


13.   PS is not liable for defects resulting from incorrect information or incorrect measurements provided by the Buyer,          materials obtained by the Buyer or structures stipulated or specified by the Buyer. PS does not check                                measurements or information provided by the Buyer as the basis for an offer.
14.   To the extent that PS has submitted to the Buyer any guarantee regulations of sub-contractors, PS’ liability for                 defects and delays is limited to the liability that follows from these guarantees.


15.   The  Buyer  is  under  no  circumstances  entitled  to  compensation  for  lost  profit, disruption of production,                  reduced operations or any form of consequential loss or indirect loss. This limitation does not apply in case of                gross negligence or intent on the part of PS.
16.   The Buyer may not claim any defects or remedies for defective performance other than those specified above,                 unless PS has acted with gross negligence or  intent.


17.   PS’  total  liability  for   the   Delivery,   including   liability  for   delays,   defects, guarantees and compensation, is            in any case limited to 50% of the Contract Price inclusive of VAT.


12. Packaging and Used Materials


1.   Packaging will be charged to the Buyer at cost price and may not be returned to PS.
2.   While performing service and maintenance contracts, PS is not liable for costs associated  with the handling of              used materials or waste.


13. Notices


1.   All notices, notices of defaults etc. in accordance with these Terms of Delivery shall be in writing, and they shall be        submitted by post to the business address of the other party. Notices, notices of  default  etc. may also be                        submitted by e-mail, but need to be confirmed immediately by sending the original or a signed copy of the e-mail          to the other party’s business address by post.

 

14. Heath, Safety and Environment


1.   The Buyer is obliged to use the equipment in accordance with the specified area of use and ensure that all                      personnel who is using the equipment have been provided with protective equipment and training in its correct use.

15. Confidentiality


1.   All confidential information that is disclosed to the parties as a result of the performance of the Delivery, shall be            treated as confidential information and not disclosed to any third party without the prior written consent of the                other party. PS is entitled to state the Buyer and the relevant purchase as a reference.

16. Choice of Law and Dispute Resolution


1.   The Terms of Delivery shall be subject to Norwegian law.
2.   Any disputes between the parties shall be primarily settled through negotiations.
3.   If the dispute has not been solved within 60 days after receipt of the claim from the other party, the dispute shall            be referred to the ordinary courts of law, and the court venue shall be Drammen District Court.
 

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Pump Supply AS                Pump Supply AS

Teglverksveien 59               Tankbåtveien 2
3057 Solbergelva                4056 Tananger

Email: post@pumpsupply.no 

Phone: (+47) 32 27 36 00 

Account no.: 1503 57 79571

Org. no: NO 914964288 MVA

© 2012 Pump Supply AS. All rights reserved.