Standard Sales & Delivery Terms
1. PARTIES
In these standard sales and delivery conditions ("Standard sales conditions"), Adapti AS and its wholly and partially owned companies, referred to as "Adapti", and Adapti's contract partner are "Buyers". Furthermore, the Buyer and Adapti are jointly referred to as the "Parties", and individually as "Party".
2. OFFERS AND AGREEMENTS
Any offer from Adapti is based on these Standard Terms of Sale. Any offer applies to a combined delivery so that individual items cannot be taken out of this. When delivering standard goods from Adapti's own warehouse, the Buyer's order is considered acceptance of Adapti's offer. Adapti becomes bound by written confirmation or by the start of delivery. All agreements (the "Agreements") between Adapti and the Buyer shall be deemed to contain these Standard Terms of Sale, and no changes to these Standard Terms of Sale shall be binding on Adapti. Any term or condition in the Buyer's order or elsewhere that is inconsistent with these Standard Terms and Conditions of Sale shall be without effect. The standard sales conditions can only be changed in writing and the change must be signed by an authorized employee(s) of Adapti in order to bind Adapti. All employees and representatives of the Buyer who make purchases of goods on behalf of the Buyer, as well as other users to whom the Buyer has given access to Adapti's online store or other Adapti portal, shall be deemed to be authorized on behalf of the Buyer to accept the agreements, terms and changes that are made available in the solution/portal, as well as conditions for the purchase of goods stipulated in the offer, order confirmation or otherwise.
3. ORDERING ROUTINES
When ordering, the following procedures must be followed by the Parties:
· When ordering, the buyer must state the project number, delivery address, orderer's name, orderer's e-mail and invoice number.
· After ordering, Adapti will send an Order Confirmation. Immediately after receipt, the Buyer must check the Order Confirmation for any errors/deviations, which the Buyer must immediately notify Adapti's order office.
· In cases where the goods must be obtained from the manufacturer, Adapti reserves the right to re-confirm according to the manufacturer's sales and delivery conditions. In these cases, the Buyer must approve the Order Confirmation within the set deadline, so that Adapti can confirm the final order with the manufacturer/supplier.
4. PRICES
For all sales, the prices on the day of delivery apply, exclusive of VAT, unless otherwise expressly agreed. Reservations are made for typographical errors in price lists and other written material. Adapti is free to change offers, discounts, constructions, measurements and other things that appear in the price list without prior notice. The current gross price and price changes can be found at www.adapti.no.
If a fixed price has been agreed, reservations are made regarding price changes for imported goods if the exchange rates on the day of delivery deviate from the rate on the day of the offer by more than 2%.
5. ORDERING GOODS
Buyers without an agreement on credit can order goods that are not part of Adapti's range against a deposit. The deposit must correspond to 50% of the agreed final sum for the order, however a minimum of NOK. NOK 10,000.
6. DRAWINGS
All drawings and samples sent to the buyer remain Adapti's property and can be returned if necessary by agreement.
Drawings, calculations and other documents prepared by Adapti must not be transferred to others without Adapti's permission. The buyer is responsible for reviewing the documents, light calculations, etc. which is supplied by Adapti, and Adapti is in no way responsible for design or any errors that may occur in this sub-base. It is the Buyer's responsibility to ensure that standards are followed.
7. GENERAL DELIVERY TERMS
The buyer must ensure an access road from the public road to the place of delivery and for internal transport routes, as well as that the conditions of the buyer's reception allow delivery to the designated area. If dispatch of the goods is made impossible for a shorter or longer time due to the Buyer's circumstances, the sales price is still due for payment. The goods are then, at the Buyer's expense and risk, stored in the supplier's warehouse, with a freight forwarder, etc.
Adapti has the right at any time to carry out a credit assessment of the Buyer. If, in Adapti's opinion, the Buyer's creditworthiness is not satisfactory or the Buyer has defaulted on one or more overdue invoices, Adapti can withhold goods and demand satisfactory security for timely payment or advance payment of the remaining consideration and for future deliveries before delivery takes place.
This applies even if the remaining remuneration is not due. Adapti can also stop goods that have been sent.
8. DELIVERY FROM ADAPTIS WAREHOUSE
For all warehouse deliveries, shipping costs will be added. For goods that are in the price list, but which are not kept in stock at the warehouse in question, reservations are made for additional costs for packaging and freight, as well as price changes. Express delivery is added to the applicable express freight.
For cash purchases, the following also applies: Buyers without a valid credit agreement must make full payment before delivery or delivery of goods can take place.
9. ENVIRONMENT
Adapti does not market or sell products that come from rainforests. Adapti will, as far as possible, offer products to the Buyer that do not:
· contains substances on the authorities' candidate list (Reach)/priority list
· has inherent properties (Risk phrases) which indicate that the product can cause life-threatening and/or irreversible health damage: R26, R27, R28, R32, R39, R40, R42, R43, R45, R46, R48, R49, R60, R61, R63, R64, R68
· has inherent properties (Risk phrases) which indicate that the product can cause serious and/or irreversible environmental damage: R50, R53, R58, R59, R50/53, R51/53
Adapti is not responsible for the project for which the goods are to be used achieving the desired environmental classification, for example in BREEAM or similar.
10. DOCUMENTATION
Adapti supplies product documentation through www.adapti.no.
11. TRANSFER OF RISK AND INSURANCE
Adapti's standard delivery condition is EXW, unless otherwise agreed. If Adapti undertakes to store the goods, this takes place at the Buyer's expense and risk. In this case, the risk passes to the Buyer from the time the goods have been manufactured or made available to the Buyer.
12. PROPERTY RIGHTS AND LIEN OF SALE
Ownership of the goods is transferred to the Buyer when full payment for the same has been received by Adapti. Adapti has a lien on delivered goods until the purchase price, including any transport costs, interest and costs, has been paid in full.
13. PAYMENT TERMS
Payment terms are net per 30 days. Cash discount is not accepted. The buyer must pay all taxes and fees, as well as all environmental fees (if relevant) imposed on delivered goods. Payment must be made unsolicited in accordance with Adapti's invoice/note. In the event of late payment, late payment interest is charged in accordance with Act of 17 December 1976 No. 100 or an Act that replaces it. Adapti has the right to charge a fee for reminders. Payment must take place by the due date, otherwise Adapti can stop the goods. Payment is deemed to have taken place when the amount has been received in Adapti's account.
When partial deliveries have been agreed, Adapti can send an invoice after each delivery.
The payments must not be withheld, offset or reduced on the basis of complaints, reclamations or counterclaims on the part of the Buyer without prior written approval from Adapti.
If, before delivery, there is reason to assume that the Buyer will not pay on time, Adapti can demand that the Buyer provide satisfactory security for early payment or pay in cash. Adapti reserves the right to cancel delivery contracts for future deliveries if the Buyer defaults or must be presumed to default on its payment obligations. Such payment default/anticipated default means that all invoices become due for payment immediately, even if a different due date is indicated on the invoices.
Adapti can terminate the purchase agreement if goods have been delivered but not paid for and it turns out that the Buyer is insolvent, the Buyer's creditworthiness in Adapti's assessment is not satisfactory and/or the Buyer has defaulted on one or more overdue payment obligations. In the event of cancellation, the Buyer must return unpaid goods or help Adapti collect such goods from the Buyer.
Buyers without a valid credit agreement must make a full cash settlement before delivery or delivery of goods can take place. If the Buyer is granted credit, the invoicing and payment terms are net per 30 days from invoice date.
Accounting reports must be submitted upon request. The credit limit is continuously assessed in relation to the need for goods and when reviewing the Buyer's performance. Adapti has the right to reduce the credit limit. A higher credit limit can be offered against additional security that Adapti considers satisfactory.
14. DELIVERY
Adapti must deliver the goods at the agreed time. The same applies to partial deliveries. Unless otherwise agreed, the written order confirmation sent by Adapti applies.
The delivery time can be extended if the delay is due to the Buyer or to the Buyer's dispositions, or if the delivery is delayed by circumstances over which Adapti has no control, including late delivery from the manufacturer.
If Adapti is unable to maintain the agreed delivery time or when a delay on Adapti's part is considered likely, the Buyer must be notified within a reasonable time. As far as possible, Adapti must notify when the delivery can be expected to take place. Adapti does not cover any additional costs the buyer may have had due to delayed delivery.
15. FORCE MAJEURE
None of the Parties shall be responsible for deficiencies or delays caused by incidents or events beyond the said Party's control, and which prevent or make exceptionally difficult the Party's obligation to punctually fulfill its obligations, including, but not limited to, strikes, lockouts, accidents, machine damage, power failure, fire, explosion, water shortage, ice obstruction, flood, transportation difficulty, insufficient supply of raw materials, casualty, mobilization, ongoing or impending war (including terrorist and war-like acts, regardless of whether there is a formal declaration of war or not), blockade, import and export ban, license refusal, natural disaster, pandemic or any other similar or different cause, beyond the latter's control. No Party shall be required to terminate a strike or lock-out on terms unacceptable to that Party, in its sole discretion. However, when the force majeure situation ceases, the Parties shall resume their obligations according to the terms of the agreement within 7 working days or, if this cannot be done within the said period, as soon as reasonably and commercially possible.
Force majeure shall not release a Party from punctual fulfillment of financial obligations due before the force majeure situation arose.
The agreement must be amended accordingly in the event of unforeseen circumstances, if these significantly change the economic significance or content of the delivery or have a significant impact on Adapti's business, or if it becomes clear after the conclusion of the agreement that implementation of the agreement is impossible. If the change is not economically justifiable, Adapti has the right to withdraw from the Agreement in whole or in part.
In such cases, in the event of a permanent impediment to delivery, the parties may fully or partially terminate the Agreement. If the conditions are of a temporary nature, they may require the delivery time to be postponed. If one of the Parties wishes to invoke any of the circumstances mentioned in this clause 12, the Party must notify the other Party within a reasonable time.
16. CANCELLATION
If Adapti's supplier makes a cancellation of any kind that affects Adapti, Adapti has the corresponding right to cancel against the Buyer
17. CANCELLATION
Ordered goods must be canceled within 48 hours of confirmed order. Beyond this, the goods cannot be canceled and will be charged in full.
18. RETURN OF GOODS
Sold goods cannot be returned without agreement between the Parties. If a return has been agreed, the return must be made no later than 30 days after receipt of the item. If the return is accepted, 30% is charged, minimum NOK. NOK 300 of the net invoice amount. Furthermore, deductions must be made for shipping costs and costs for handling packaging. All returned items must be packed in original packaging and in such a way that it is a salable item even after it has been received by Adapti.
Returns of undamaged, current and stored goods can be accepted according to the following criteria:
1. All returns must be agreed with Adapti in advance. The order number or invoice number must always be stated in advance.
2. The packaging must be unbroken and in the condition in which the item was packaged from the supplier on the last delivery. Goods that have been sold out by the supplier are not accepted for return.
3. For returns collected by Adapti, transport costs will be deducted according to the current transport rates.
4. Return costs will be deducted from the credit note at 30% of the item's value. Damaged goods will not be credited, and handling costs will be charged to the Buyer.
5. Goods that are not part of Adapti's range are not accepted for return.
19. RECEIPT CHECK. COMPLAINT DEADLINES
18.1 Buyer's receipt control. Complaints Upon receipt of the goods, the Buyer must immediately examine them, including checking that there is agreement between the arrived goods and the delivery note and, to a reasonable extent, carry out quality control. Unpacking control must be carried out in accordance with good practice. Errors in shipment must be reported in writing on the same day, and no later than 3 days after receipt of the goods to the carrier and Adapti. The buyer must document/prove such damage and defects. The Buyer loses its right to assert a defect if the Buyer does not notify Adapti within the aforementioned 3 days of a defect that the Buyer has discovered or should have discovered during the inspection.
18.2 Later complaints. For later complaints, the Buyer must make a complaint no later than 14 calendar days after the Buyer discovers or should have discovered the defect and under any circumstances before the goods are put into use. If the Buyer does not make a complaint within the deadline, the Buyer loses its right to assert a defect.
For all products supplied by Adapti, the applicable complaint deadline is in accordance with each individual manufacturer's terms and conditions.
For batteries in emergency light fixtures, regardless of manufacturer, a one-year complaint period is granted.
Within the complaint period, defective parts will be replaced or repaired free of charge when returned to Adapti. On-site repair due to a complaint is only approved when it is carried out at Adapti's special request after prior written agreement. Adapti does not cover troubleshooting in the lighting system. After prior written agreement, any faults with the fixture can be rectified on site by the installer, but Adapti's coverage for the work is limited to NOK 100 per repaired fixture. Adapti's responsibility ceases when the product is assembled under conditions other than those stipulated or described in the assembly or other material.
Requirements for complaints:
1. The plant must not have been connected to building electricity or other types of temporary electricity.
2. Assembly instructions must be followed.
3. Light sources must be IEC approved.
18.3 Complaints on invoices. Any complaints about the invoiced price, discount or other conditions must be notified to Adapti quickly and no later than 1 week after receipt of the invoice. All invoices must be paid on time even if they have been advertised, unless otherwise agreed in writing with Adapti.
20. LIMITATION OF LIABILITY
Adapti's liability is limited to defects or deficiencies that are a direct consequence of manufacturing errors, and shall be limited to the amount the Buyer has paid for the item. Adapti is not responsible for operating losses, lost profits or other financial consequences for damage caused by delivered material.
Regardless of any other provision, Adapti shall not be responsible for indirect losses as mentioned in the Norwegian Purchase Act § 67, subsection 2, loss items as mentioned in the Norwegian Purchase Act § 67, subsection 3, nor other consequential losses, summer work expenses, daily fines, compensation for damages, loss of rent or any loss of income, profits, savings, goodwill, assignments or opportunities suffered by the Buyer, for whatever reason and however incurred. The limitations of liability in the 1st and 2nd subsections of this section apply both to defects and to delays. The buyer must defend, replace and indemnify Adapti in the event that Adapti's liability should exceed the above-mentioned amount. If the goods are defective for which Adaptis supplies, Adapti has the choice between giving a proportionate reduction in the price, terminating the contract with a credit of the invoice value, or making the necessary rectification, after delivery or redelivery. If the Buyer does not wish to use requisitions/powers of attorney when ordering/collecting goods, the Buyer himself bears the responsibility for fraudulent/unlawful withdrawals. As long as the goods are in the Buyer's possession and at his risk, Adapti shall not be liable for loss or damage caused by the goods. The buyer shall indemnify Adapti for any claim brought forward in this regard to the extent that Adapti has made payments to cover such claims. Adapti does not have product liability, unless such liability follows from non-derogable provisions in the Product Liability Act of 23 December 1988 no. 104 or the law that replaces it. The limitations of liability in point 18 do not apply if the defect is due to Adapti acting intentionally or grossly negligently.
21. ASSIGNMENT
Adapti has the right to use a suitable third party for full or partial implementation of its obligations. The buyer cannot sell, transfer, assign or in any other way encumber his rights and obligations towards Adapti without express prior written approval from Adapti.
22. CONFIDENTIAL INFORMATION
The Parties shall not disclose to others business secrets and technical secrets belonging to the other Party to which the Parties and their respective employees gain access during the agreement period, unless the other Party consents in writing. The obligation to keep the information confidential shall also apply after the Agreement has terminated. However, Adapti has the right to copy, announce and give such information to third parties if this is necessary to achieve the purpose of the Agreement or to have work carried out by subcontractors and/or assistants. The duty of confidentiality does not apply when an obligation to provide information follows from law, regulations or decisions made on the basis of law.
23. TERMINATION OF AGREEMENT DUE TO DEFAULT
If the Parties have entered into a cooperation agreement or other ongoing agreement and one of the Parties materially defaults on its obligations under such an agreement, the Parties have the right to terminate the agreement with immediate effect. The following points are always considered material breaches:
1. The buyer ceases to pay, goes bankrupt, fails to pay debts to Adapti, opens public or private negotiations on composition, moratorium or debt restructuring, lacks funds to cover overdue debts, goes into liquidation or that the buyer is otherwise found unsuitable by Adapti to perform its obligations according to its agreement with Adapti.
2. The buyer manipulates numerical material, including accounting reports.
3. Substantial changes in company structure, including the transfer of majority interests in the Buyer, disposal of the smaller number of shares or shares which in themselves constitute a decisive influence (general majority) in the company, Buyer's change of company form, as well as company-related changes, for example demergers, which may impair the Buyer's financial position vis-à-vis Adapti.
4. The buyer otherwise materially defaults on his obligations as Adapti's partner.
The points are not exhaustive in relation to what is considered a significant breach.
In addition, Adapti can terminate the agreement in the event of repeated breaches of the agreement, despite the fact that each individual breach in isolation does not qualify as a material breach. Cancellation on this basis requires that Adapti has pointed out the breach in writing to the Buyer at least two (2) times within a six (6) month period before cancellation.
24. DISPUTES
Any disputes must first be resolved through negotiations. If the parties cannot find an amicable solution, the dispute can be brought before the ordinary courts. This is unless the parties agree on arbitration. In that case, the applicable legislation on arbitration applies at all times.
Disputes must be resolved in accordance with Norwegian law. Verne is the district court where Adapti has its head office.