1.1 These General Terms and Conditions of Sale (“GTCS”) apply to all sales of goods (“Products”) by Norsk Pharma AS (“Seller”) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from buyer (“Buyer”). No such conflicting, contrary or additional terms and conditions shall be deemed accepted by Seller unless and until Seller expressly confirm acceptance in writing or otherwise follows from a written and signed agreement entered into between Buyer and Seller.
1.2 Seller reserves the right to change the GTCS at any time. Seller will give Buyer thirty calendar days’ notice of any changes by posting notice on Seller’s website. Any changes in these GTCS will not apply to orders already accepted by Seller.
2.1 All offers made by Seller are open for acceptance within 30 calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2 All purchase orders issued by Buyer shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on Seller unless and until confirmed by Seller in writing.
3.1 The prices for goods shall be those set forth in Seller’s order confirmation unless otherwise agreed. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority. Substantial (more than 5%) increase of Seller’scosts due to changes in currency and/or material costs occurred after theissuance of the order confirmation give the Seller a right to a similarincrease of the confirmed price.
3.2 Unless expressly stated otherwise in Seller’s order confirmation, payment for goods shall be 50% at order date and 50% prior to shipping in accordance with invoice issued by Seller. Payment is deemed to be made when the respective sum is at Seller’s disposal on our bank account. Payment shall be made without offset or deduction unless accepted in writing by Seller.
3.3 Buyer must submit such financial information from time to time as may be reasonably requested by Seller for the establishment or continuation of payment terms. Seller may in its sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.4 If Buyer fails to pay any invoice within seven calendar days of the due date of payment, Seller may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to Buyer within seven calendar days of the expiration of the grace period. Further, Seller may charge interest from the due date to the date of payment in accordance with the Norwegian late payment act (Nw: Forsinkelsesrenteloven). This shall be in addition to, and not in limitation of, any other rights or remedies to which Seller is or may be entitled at law or in equity.
3.5 Title to goods delivered shall remain vested in Seller and shall not pass to Buyer until the goods have been paid for in full insofar as valid under applicable legislation. If Buyer fails to pay any invoice within fourteen calendar days of the due date of payment, we may retake the goods covered by the invoice. Buyer must insure all goods delivered to their full replacement value until title to the goods has passed to Buyer.
4.1 Unless expressly stated otherwise in Seller’s order confirmation, all deliveries of goods shall be Ex Works in accordance with Incoterms 2020. The risk of loss of or damage to goods shall pass to Buyer in accordance with the agreed delivery term.
4.2 The estimated delivery dates/periods of goods shall be those set forth in Seller’s order confirmation. If Seller fails to deliver goods in accordance with the estimations provided for in the order confirmation, Seller shall notify Buyer of this and inform of the expected delivery time. If Seller fails to deliver within 30 days after the revised delivery time and this is not due to a reason outside Seller’s control, Buyer will receive a 5% discount on those goods that are delayed. Buyer will not be relieved from the obligation to pay for and collect the ordered products with the exception of products that are not set in production at this stage or if the delay based on the revised delivery date is material.
4.3 Seller reserves the right to make delivery in instalments, however without extra costs for the Buyer unless stipulated in the order confirmation.
5.1 Buyer must inspect goods delivered upon receipt. Buyer is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by Seller within five calendar days after delivery of the goods.
6.1 Seller warrants that upon delivery goods purchased hereunder will conform in all material respects to the specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse by anyone other than Seller. Buyer will have the burden of proof.
6.2 With respect to goods which do not conform to the warranty our liability is limited, at Seller’s election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, or (ii) replacement of such goods; provided, however, that such goods must be returned to Seller, along with acceptable evidence of purchase, within fifteen calendar days after Buyer discovered the lack of conformity or ought to have discovered it.
6.3 Seller makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes Seller’s sole obligation in respect of any lack of conformity of goods delivered hereunder (except title). In particular, Seller makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
6.4 Any complaints concerning the conditions of packing, quantity or outward features of the Products (apparent defects) must be notified in writing within 8 days from receipt of the Products; failing such notification, the right to claim the above defects will be forfeited. Any complaints relating to defects which cannot be discovered on the basis of a careful inspection upon receipt (hidden defects) must be notified to Seller in writing within 8 days from discovery of the defect or when the defect should have been discovered, and anyway within two months after delivery; failing such notification Buyer’s right to claim the above defects will be forfeited. The notice must indicate precisely the defect and the Products to which it refers.
6.5 Buyer agrees to indemnify and hold Seller harmless against any product liability claim made with respect to the Products to the extent allowed under applicable, mandatory legislation and undertakes to insure adequately against such risks through an insurance policy.
6.6 If Buyer becomes aware of an issue relating to quality, safety or other risk, Buyer must notify Seller immediately. In case of product recall whenever requested by Seller or by any competent authority, Buyer shall trace any batch of product and the relevant quantity and inform Seller within 48 hours. Buyer shall actively support and cooperate with Seller and, if requested, with the competent authorities, in order to limit damages.
7.1 If any goods delivered hereunder are held to infringe a third party’s patent, utility model, design, trademark or other intellectual property right and Buyer is enjoined from using same, Seller will, at our option and expense, (i) procure for Buyer the right to continue using the goods; (b) replace the goods with non-infringing substitutes provided that such substitutes do not entail a material diminution in performance or function; (c) modify the goods to make them non-infringing; or (d) refund the purchase price of the goods less a reasonable amount for usage. The foregoing states Seller’s sole liability for intellectual property rights infringement.
8.1 Neither party will be entitled to, and neither party shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. Buyer’s recovery from Seller for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
8.2 Seller shall not be liable for any claims based on Seller’s compliance with Buyer’s designs, specifications or instructions or repair, modification or alteration of any goods by parties other than Seller or use in combination with other goods.
8.3 With respect to possible consumer claims involving the application of domestic rules imple-menting the European directive 2019/771/UE of 20 May 2019 on certain aspects of the sale of consumer goods and associated guarantees, Buyer accepts to bear the exclusive responsibility for any obligation arising within such context. Consequently, the parties expressly agree to exclude any right of redress by Buyer to Seller based on the above Directive and similar national legislation, and Buyer undertakes to hold Seller harmless against any such action of redress made by subsequent sellers or end-user.
9.1 The Seller’s Code of Conduct shall form an integral part of these GTCS, and by issuing purchase orders, Buyer confirms that Buyer acts in conformity with Seller’s Code of Conduct.
9.2 The Code of Conduct may be amended by Seller at any time, and is available on Seller’s website.
10.1 The United Nations Convention for the International Sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between the parties.
10.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
10.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
10.4 These GTCS and all contracts of sale entered into between the parties shall be governed by and construed in accordance with the laws of Norway without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either party against the other shall be instituted exclusively before the competent courts of Norway, being Oslo tingrett, however, without prejudice to Seller’s right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.
March 2024
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