General Terms and Conditions of Sale
1. GENERAL SCOPE AND APPLICATION
The following General Terms and Conditions of Sale (« Terms and Conditions ») shall apply to and form an integral part of all agreements entered into between Airthings AS (« Airthings ») and the purchaser (« Buyer ») for any sale of goods and services (« Products ») by Airthings to the Buyer, unless and to the extent Airthings and the Buyer explicitly agree otherwise in writing.
The Buyer’s standard or general terms and conditions are explicitly rejected and shall be disregarded by Airthings, irrespective of whether such terms and conditions are presented or referred to by the Buyer before, in connection with or after the conclusion of the agreement for sale of Products from Airthings to Buyer.
The prices quoted in Airthings’ order confirmation shall apply to the Products purchased by Buyer.
Prices in any offer, confirmation or agreement are based on delivery Ex Works (EXW, INCOTERMS latest version) as designated by Airthings.
All prices are quoted as net prices and do not include value added tax or any other potential taxes or customs duties, which are to be paid additionally by the Buyer in the amount specified by applicable law.
Payment shall be made in full within thirty (30) days net from the date of the invoice.
Payment has been made on the day the payable sum is received by Airthings. All payments shall be made to the agreed upon Airthings bank account. Airthings reserves the right to require advance payment.
All late payments accrue interest at the rate of nine and a half per cent (9.5%) per annum or any higher statutory rate applicable, from the due date until payment has been made in full. This shall not preclude any other rights and remedies Airthings may have under applicable law in consideration to such late payments.
In case of previous payment default or reasonable doubt regarding the solvency or credit standing of the Buyer, Airthings reserves the right to demand security or prepayment for any outstanding delivery, or to declare immediate maturity of all outstanding claims.
Orders are placed by a purchase order, stating (i) the type and amount of units in the order, (ii) shipment address, (iii) the VAT-number of Buyer, if applicable, (iv) contact person with Airthings, (v) contact person with the Buyer and (vi) the Buyer’s shipping agent and account number. The Purchase Order shall be sent by e-mail to firstname.lastname@example.org, clearly marking the contact person with Airthings. All orders shall be confirmed by an order confirmation from Airthings. An agreement for sale and purchase of Products is concluded and binding where there is an unconditional acceptance of 1) Buyer’s purchase order by Airthings or 2) Airthings’ quotation/offer by the Buyer.
Products shall be delivered Ex Works (EXW, INCOTERMS latest version) as designated by Airthings, unless otherwise agreed in writing. The risk and title to the Products are transferred and passed to the Buyer at the time of delivery.
Delivery dates communicated or acknowledged by Airthings are approximate only, unless explicitly stated otherwise.
Airthings shall use commercially reasonable efforts to meet the delivery dates communicated or acknowledged, on the condition that Buyer provides all necessary order and delivery information sufficiently prior to such delivery date. However, Airthings shall neither be liable nor be in breach of its obligations for any delivery made within a reasonable time before or after the communicated delivery date.
Airthings reserves the right to perform partial deliveries if such action would not unreasonably affect the Buyer.
Airthings is under no circumstance responsible for any consequential or indirect costs or losses which are caused by delay in delivery or nondelivery of Products.
6. FORCE MAJEURE
Airthings shall not be liable for delayed or defective Products, or any other failure to meet its obligations under these Terms and Conditions and/or the agreement entered into with the Buyer , provided that the event in question is due to an unforeseen circumstance or cause beyond its control. This includes any strike, lock-out, labour dispute, act of God, inability to obtain labour, utilities or services, application of applicable laws, enemy or hostile actions, sabotage, war, blockades, insurrections, riots, epidemics, washouts, nuclear and radiation activity or fall-out, civil disturbances, explosions, fire or other casualty, or any other cause, whether similar to or dissimilar from the foregoing, provided that it is beyond the control of Airthings. Airthings shall promptly notify the Buyer of the occurrence of any such event.
In the event of any such delay, defect or failure to fulfil an obligation, performance of the affected obligation shall be suspended for a period of time equal to the time of such delay, unless the delay continues for more than two (2) months, in which case Airthings may terminate the agreement in question with immediate effect without incurring any liability.
7. OBLIGATION TO RETURN PRODUCTS
In the event that Buyer does not fulfil its payment obligations to Airthings, or gives reason to believe that it will not fulfil any or part of their payment obligations, Buyer shall be obliged to return the Products not yet paid for to Airthings, at Buyer’s cost. Buyer agrees to fully cooperate with Airthings in order to enable Airthings or any representative authorized by Airthings to collect the Products in question.
8. INTELECTUAL PROPERTY RIGHTS
The sale and purchase of Products shall not imply any transfer or licensing of any intellectual property rights from Airthings to Buyer, or vice versa.
9. LIMITED WARRANTY.
Airthings warrants that the Products shall substantially conform to Airthings’ specifications and be free from defects in design, materials and workmanship under the normal use and service for which the Products were designed for a period of twelve (12) months, calculated from the date of delivery.
The warranty does not extend to any implied warranty or fitness for a particular purpose or use, irrespective of whether such purpose or use has been communicated by Buyer to Airthings or not.
Airthings shall, at its option and within reasonable time, either 1) repair, 2) replace or 3) refund defective or non-conforming Products which, in Airthings’ opinion, are covered by the warranty. The said remedies are exclusive and Buyer shall not be entitled to put forth any other remedy or claim related to defective or non-conforming Products at its own initiative.
The warranty shall only apply to Products which have been paid for in full. The warranty shall only be for the benefit for Buyer only. The warranty does not extend to Buyer’s customers, agents or representatives, or to other third parties.
In order to exercise its warranty rights, Buyer must notify Airthings in accordance with the instructions described under section 10 below.
The limited warranty does not extend to Products damaged by reason of alteration, accident, abuse, neglect or misuse or improper or inadequate handling; improper or inadequate wiring utilized or installed in connection with the Products; installation, operation or use of the Products not made in strict accordance with the specifications and written instructions provided by Airthings; use of the Products for any purpose other than those for which it was designed; ordinary wear and tear; disasters or Acts of God; unauthorized attachments, alterations or modifications to the Products; the misuse or failure of any item or equipment connected to the Products not supplied by Airthings; improper maintenance or repair of the Products; or any other reason or event not caused by Airthings.
The warranty constitutes the entire liability of Airthings towards Buyer with regard to defective or non-conforming Products, Buyer shall not be entitled to pursue any other claim or remedy related to defective or non-conforming Products otherwise available under applicable law, including background legislation or statutes relating to sale of goods.
10. NOTIFICATION OF CLAIM. OBTAINING WARRANTY SERVICE
Buyer shall notify Airthings without undue delay after it has detected that the Products are non-conforming or defective.
Buyer shall contact Airthings’ customer service at email@example.com in order to obtain a returned material authorization (« RMA »).
Buyer shall prepay and cover the costs of shipping for Products returned to Airthings for warranty service, while Airthings will pay for return of Products to Buyer. However, Buyer shall pay all shipping charges, duties and taxes for Products returned to Airthings from outside Norway.
11. LIMITATION OF LIABILITY
Airthings’ maximum and accumulated liability towards Buyer related to Airthings’ performance, whether based on provisions in these Terms and Conditions, applicable law, statutes, tort law or otherwise, and irrespective of Airthings’ conduct, shall in any event be limited to an amount equal to the purchase price or value of the disputed Products, whichever is lower.
Airthings shall not be liable for any lost profits or savings, loss of reputation or goodwill, claims of third parties or any indirect, incidental, punitive, special or consequential damages, whatsoever, whether based upon breach of warranty, breach of contract, negligence, strict liability, other legal theory or any background legislation, or other losses or expenses incurred by Buyer or any third party.
Further, Airthings shall in no event, irrespective of its conduct, be liable towards Buyer or any third party for 1) losses or damages related to data or information stored in Products or in cloud services, or 2) losses or damages relating to the Products, other equipment, services, property or personnel, not even if such loss or damage is caused by defective Products, inaccurate or incorrect data or malfunctioning services offered by Airthings.
12. GOVERNING LAW AND DISPUTE RESOLUTION
The laws of the Kingdom of Norway shall govern the validity, interpretation and enforcement of these Terms and Conditions and of any contract of which these Terms and Conditions are a part, unless otherwise agreed to.
Any dispute arising from these Terms and Conditions shall be subject to the exclusive jurisdiction of the District Court of Oslo (in Norwegian « Oslo tingrett »).
Notwithstanding the foregoing, Airthings AS reserves the right to institute any legal proceedings against Buyer in the jurisdiction of Buyer’s place of business, or in any other jurisdiction where harm to Airthings is occurring.
Should any of the clauses above, in whole or in part, be legally invalid, the validity of the other clauses of these Terms and Conditions shall remain unaffected.
Any failure to exercise, or delay in exercising, any right or remedy arising from these Terms and Conditions shall not operate as a waiver thereof.
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