TERMS AND CONDITIONS OF SALE AND DELIVERY FOR COVENT AS
(Revised December 2020)
These terms of sale and delivery take precedence over other terms to the extent that they do not expressly deviated from by a written agreement between the parties.
These terms of sale and delivery (“Terms”) apply to sales and deliveries from Covent AS (“Seller” to Buyer (“Buyer”). In the event of a conflict between Terms and the provisions of other agreement terms, Terms shall prevail to the extent that they are not expressly deviated from in a written agreement signed by both parties. When ordering and / or agreeing on the delivery of products or services from Seller, Buyer gives his acceptance for this. If Buyer has its own purchasing conditions, Terms shall take precedence over these, unless otherwise expressly agreed in writing in a separate signed agreement between Seller and Buyer.
2. OFFERS AND PRICES
Offers are only binding on Seller within the stated time period in the offer. Unless otherwise stated, the offer is only valid in 30 days from the offer’s date. Offers are linked to one specific request, and Seller reserves the right to revise quotation if original request appears to change or to be deficient. Buyer has a duty to, and is himself responsible for, checking that Seller’s offer and order confirmation are in accordance with Buyer’s purpose.
All prices are stated excluding value added tax and others public fees, unless otherwise stated in the offer.
If changes are made from the date of the offer given more than 3% in exchange rates, shipping costs, customs duties, insurances, import expenses, taxes or prices from subcontractors, Seller has the right to revise the offer equivalent.
Unless otherwise clearly stated in the offer, the price is to be considered DAP Incoterms 2020. Delivered At Place, unloaded, at a specified location by Buyer. Buyer is entitled to delivery EXW Intercoms 2020, which is the takeover of the product at Seller’s factory.
3. PAYMENT AND SALES PLEDGE
The standard payment deadline is 20 days from the day of taking over the item at the Seller’s warehouse or place of production unless otherwise agreed in agreements or offers.
In case of exceeding payment deadline obliges Buyer to pay default interest after due date, default interest of 1% per. started months.
Buyer’s complaint due to defects and errors does not release Buyer to make a timely payment.
Seller has a sales lien on the delivered goods until the purchase price with the addition of interest and costs is paid in full, cf. Panteloven § 3-14, §3-22.
Reservations are made with regard to the assessment of credit limit. The credit limit is assessed by Seller. Advances and / or payment security may be required as cover by Buyer for all or part of the delivery.
4. SHIPPING / TRANSPORT / DELIVERY
Seller chooses transport and mode of transport according to best judgement. Whether Buyer has made a claim for a specific transport route and / or mode of transport this comes as addition in price.
All delivery of transported goods takes place against receipt carrier. Unless otherwise agreed, the goods are sent for Seller’s invoice and risk to agreed place of delivery before unloading. Delivery normally takes place with a covered car, which requires unloading equipment on the ground floor at the place of delivery.
Upon receipt, Buyer must check that the item is in according to the agreement and can then be fully used by Buyer’s purpose. The item must be checked by Buyer against packing / shipping note. Transport damage must always be notified carrier in writing, then noted as a discrepancy pack / shipping note upon receipt for the item. Without undue delay, this deviation must be notified to Seller. For orders, which contains assembly and / or commissioning, a take-over protocol must be kept.
Delivery date is when the item is finished and ready for delivery from the factory, this is specified in the order confirmation. Any delays from subcontractors are / shall not be Seller’s responsibility. Without undue delay, Seller shall notify Buyer of delivery delays due to subcontracting.
Seller is not responsible for delays due to that Buyer has not paid adequate security or has unpaid settlement, so that Seller has the right to withhold the item. The same applies when Buyer has not given Seller requested technical information, or where Buyer requires changes before delivery time. Seller has the right to get incurred costs covered due to delays caused by Buyer.
Delivery includes only the materials, equipment and labour that is stated in the order confirmation and Seller is responsible for its delivery only.
Seller is not responsible for any part of the design, for the use of the product or for the product’s compatibility with other products,
Seller is not responsible for losses Buyer has as a direct or indirect consequence of the delivery. Liability is therefore only attached to the delivered item, and can never exceed 10% of the item’s value.
In case of delays in delivery, that cannot be blamed Seller directly, the risk passes to Buyer at the agreed delivery time.
If Buyer cannot receive goods at the agreed time, Buyer must reimburse Seller’s expenses in connection with this as well as make settlement as if the delivery had taken place as agreed.
The risk for the item transfers from Seller to Buyer when it is handed over or is considered delivered.
All complaints must be notified Seller in writing and without undue delay. Complaint in connection with delivery time, must be sent to Seller without undue delay, but within 7 days after agreed delivery should have taken place. Complaints about delivery after this considers invalid.
Seller is responsible only for lacks due to defects in construction or material, for 2 years after delivery of the goods.
Seller, or the seller on his behalf chooses, has the right to correct errors or omissions at his own expense and risk. If Buyer himself wishes to corrects errors or defects, this must be agreed in writing with Seller. Method and cost must then be agreed in writing, before action takes place. Normal wear and tear, or incorrect use is not covered by the right to make a complaint. Consequential errors due to external influences on the product, that were not stated when ordering / purchasing are therefore not covered.
Complaints do not cover daily fines, loss of rental income, working hours, oils, refrigerants or costs in connection with travel or other accompanying costs.
Complaints do not apply if the parameter is changed or not followed. Complaints do not apply to assembly, installation, user- and / or maintenance -instructions or instructions for the item, are not followed. Maintenance should documented by Buyer.
Defects or defects in packaged goods must be notified without unjustified stay to Seller and no later than within 7 days after delivery of the item to Buyer.
7. CANCELLATION, CHANGE AND RETURN
Buyer is not entitled to cancel and / or terminate an agreement unless Seller agrees to this.
Complaints do not give any right to terminate the agreement or delivery.
Returns of goods are only accepted by further agreement, which Seller can refuse on a free basis. If a return is accepted, a minimum of 20% of the value of the item must be included in the return fee. Buyer must provide shipping on returned goods.
In the event of a change after Buyer has received an order confirmation, Seller is entitled to a change fee in addition to having the amount costs covered.
8. DUTY OF CONFIDENTIALITY
Buyer has a duty of confidentiality regarding information that emerges about Seller’s business circumstances when there is a legitimate interest in the information not being disseminated and which Buyer knew or should have known.
9. FORCE MAJEURE
Seller shall, or may not be held liable for defects or delays due to circumstances beyond Seller’s control, including, but not limited to, local or nationwide labour dispute, fire, war, pandemic, virus or other serious computer attack, military uprising, seizure, currency restrictions, riots, lack of means of transport (closed roads / train connections etc.), general shortage of goods (strike), disposal of large workpieces, lack of labour or restrictions on power supply.
Within a reasonable time, Seller shall notify Buyer of such conditions and their consequences.
These terms of sale and delivery and any dispute as may arise between Buyer and Seller is subject to Norwegian jurisdiction.
Disputes between Buyer and Seller shall be resolved negotiations. Whether negotiations do not lead to a solution within a reasonable time, both parties may seek resolution of the dispute ordinary Norwegian courts.
In the event of a lawsuit, Dalane District Court has been decided as general venue.
Unless otherwise decided, the following provisions are applied:
For orders that do not include assembly or commissioning, General provisions apply to the delivery of machinery and other mechanical, electrical and electronic equipment in and between Denmark, Finland, Norway and Sweden (NL 17)
For orders that include assembly or commissioning, General provisions apply to the delivery and assembly of machines as well as other mechanical, electrical and electronic equipment in and between Denmark, Finland, Norway and Sweden (NLM19).