General sales and delivery terms

Sales and delivery terms

1. SCOPE

These sales and delivery conditions apply to all deliveries received from the companies STRYVO AS, STRYVO Bismo AS og STRYVO Oslo AS (hereinafter named as STRYVO)) unless otherwise agreed in writhing. Exceptions and derogations are binding only to the extent that there is a written agreement. The BUYER accepts the Terms through written order, upon receipt of goods or otherwise by entering into a delivery agreement with STRYVO AS.

2. ORDER – ORDER CONFIRMATION – AMENDMENT OF AGREEMENT

When orders are placed by the byer, the agreement is not regarded as signed before the BUYER receives an order confirmation from the STRYVO. The agreement is valid for items included in the order confirmation. If the BUYER claims that the order confirmation is not in accordance with the order the BUYER must immediately, and no later than 2 working days after receiving the order confirmation, inform the STRYVO that the order confirmation is not accepted. If BUYER want to change the terms or scope of the agreement after confirmation of order is received, the agreement may only be modified if the STRYVO agrees. Any change will require that the parties enter into a new written agreement that ensures that STRYVO will get all incurred cost covered, including expected profits.

3. OFFERS

Only written offers from STRYVO AS are binding and the delivery includes only what is priced and specified in the offer. The offers are valid for 30 days unless otherwise agreed. All prices are excluding VAT. Agreement after the offer is given, is deemed to be concluded when the BUYER informs STRYVO that the offer is accepted, see the deadline in this paragraph, 1st paragraph. The offers are only valid in 30-days or described deadline expires. Stryvo makes reservations if included goods are sold / no longer available in the offer period When the BUYER request several different products with the specified quantities, STRYVO can offer a combined package offer for the complete order. In such case, the BUYER may not withdraw or reduce the quantity one or more products from the offer. If so, the package offer is no longer valid.

4. DELIVERY

Unless otherwise agreed in writing, EXW (Ex Works), according to Incoterms 2020, applies as a standard for all deliveries from STRYVO’s locations. The item is to be considered as delivered when STRYVO when finished and ready for pickup at the agreed location / factory. In STRYVO’s order confirmation, the delivery time can be stated. This delivery time may be based on information from STRYVO’s suppliers. In the case of intermediate sales of inbound goods which cause STRYVO to not meet the delivery time or other terms granted to BUYER, STRYVO has no liability for this delay. STRYVO is not responsible for any delays that is covered by section 11. FORCE MAJEURE or by any other circumstances that’s is beyond STRYVO’s control including public restrictions. Such delays do not entitle to any price reduction or any automatically right to cancel the order.

Delays in relation to confirmed delivery date as a result of circumstances in which STRYVO is responsible does not warrant compensation if not agreed in writing in advance. If it is agreed that compensation may be granted, the following applies:

• Compensation cannot be given if other compensations are given any kind for the same.
• The compensation cannot exceed 5% of the part of the purchase price for which the delay applies.
• The compensation is given only for documented financial loss.

The BUYER cannot demand any cancellation, compensation or other remedies beyond the foregoing. Consequential damage resulting from the delay will not be covered by STRYVO. If delivery cannot take place at the agreed time as a result of circumstances from the BUYER, STRYVO is entitled to demand warehouse cost and other occurred costs covered unless otherwise agreed.

5. DRAWINGS AND OTHER DOCUMENTS

The BUYER is responsible for ensuring that all possible BUYER-supplied descriptions are in accordance with current regulations and laws. In these cases, BUYER is also responsible for his own technical specifications, drawings, calculations, substrates, etc., and that ordered goods fit the BUYER’s needs. Unless otherwise agreed in writing, STRYVO will store drawings and documentation in its own archive after the delivery has taken place. In cases where STRYVO prepares drawings, these drawings remain as STRYVO’s property unless otherwise are agreed in writing. It must be stated clearly in the order which standards the product should be in accordance with and the extent of documentation that for the goods must be specified.

6. PRICE

The price for each item is what is stated on the order confirmation from STRYVO. Value added tax is not included if this is not specified in the offer. Unless other agreed in writing STRYVO will add costs for shipping and packing in addition to the stated price. For orders with a total value of less than NOK 1.000, STRYVO can also add a “small-order fee” of NOK 200, -. Unless other vice agreed in writing STRYVO can add an invoice-fee on all invoices. If the changes in exchange rates exceeds 2% or unexpected price increase on raw material caused by section 10 FORCE MAJEURE, STRYVO can, unless otherwise agreed, adjust the prices accordingly. If an increase in applicable public taxes are decided by the government or international customs duties, these will be forwarded to the BUYER. For deliveries made more than 6 months after ordering, STRYVO AS can index regulate prices according to changes in Statistics Norway’s indexes that is relevant for the the industry. In case of changes in scope that are decided by the BUYER or details that was not known by Stryvo by the time of the order, STRYVO will notify the BUYER that the change will make an additional cost and / or deliverytime for the BUYER. The BUYER must confirm acceptance in writing before the additional work is commenced. Any additional fees can be agreed upon according to the amount out extra work hours and / or materials or at fixed amount based on an offer.

If the unstable international situation affects our deliveries, our prices and/or delivery capacity may change. This will apply for both given quotations and signed purchase orders.

7. PAYMENT TERMS

STRYVO’s standard terms of payment are 30 calendar days from the invoice date. In case of late payment, interest rate is calculated according to provisions of the delay interest rate rules. Any delay in payment entitles STRYVO AS to refrain from further delivery and to terminate the agreement.

Any counter-claims, such as complaint on delivered goods, do not entitle the BUYER to settle / withhold any of the payment unless the counterclaim is legally determined or other are upfront agreed in writing. Unless otherwise agreed in writing, STRYVO can send invoices for performed work hours and applied cost during the project.

8. SALES MORTGAGES

STRYVO has a lien on goods delivered until the full purchase price, including occurred additional interest cost and fees, are paid. The BUYER is not entitled to sell or pawn the goods before they are fully paid.

9. BUYER AND STRYVO’S DUTY TO INVESTIGATE THE ITEM FOR COMPLAINT – GUARANTEE

BUYER is obliged to check the goods immediately when goods are received. The BUYER should check whether the goods received match the order confirmation or offer acceptance. If any deviations or damages are identified the BUYER commits to preserve evidence and immediately notify the STRYVO so that the STRYVO can inspect the goods. The BUYER is obliged to take necessary steps to as far as possible to limit the damage. BUYER must report deviations and damages within 2 days for defects which the BUYER obviously had to discover upon reception. If the complaint does not take place within 2 days, the BUYER cannot claim compensation for defects that were obvious upon receipt of the goods.

STRYVO’s general terms of warranty are 12 months from the date of delivery/completion of the item. Unless otherwise agreed in writing, the warranty covers only provable defects due to wrong workmanship and/or improper use of materials.

STRYVO is not responsible for any defects that is out of STRYVO’s control.

STRYVO is not responsible for consequential loss as the BUYER may be inflicted as a result of defects in the delivered item. In case of quality deficiencies,

STRYVO’s responsibility is limited to repair or replace the faulty component so that the BUYER receives goods in accordance with the available information / specification at the time of contract and accepted changes during the project.

STRYVO is not responsible for freight cost, replacement cost or other expenses except the repair / redelivery of the faulty part(s).

10. FORCE MAJEURE

In the event of unforeseen events, which prevent or make delivery more difficult, such as for example strike or lockout, in case of delay outside the seller’s control of the delivery, due to lack of qualified labor, and in case of war, blockade, epidemics and pandemic or the like, quarantine, fire, accident, unforeseen breakdowns in the production plant or consequences of occurred force majeure situation, the delivery is postponed without liability for STRYVO. STRYVO is obliged to give notice of the incident Force Majeure situation according to Norwegian law. The BUYER cannot claim compensation for force majeure and delivery barriers.

11. DISPUTE ISSUES

Disputes arising in connection with the supply of goods, according to these sales and delivery terms shall be govern by and construed in accordance with laws of Norway by the Sogn og Fjordane Court (Sogn og Fjordane Tingrett) as the legal venue.

General terms of Purchase

STRYVO GROUP AS and its subsidiaries  

1. INTRODUCTION  

These general terms of purchase shall apply unless otherwise agreed in writing between the parties.

STRYVO: Stryvo Group AS or its subsidiaries. Hereafter named as STRYVO. 

Seller: Company or person that in accordance with the order is the STRYVO’s contracting party. 

These terms shall prevail over potential terms of sale/delivery that the Seller might have, unless otherwise agreed in the STRYVO’s order.  STRYVO reserves the right to amend these terms; updated terms will at all times be available on our website www.stryvo.no.  

2. OFFERS AND ORDERS 

Offers are drafted free of cost for the STRYVO. Potential deviations from the request must be expressly specified in the offer.  Only written orders, including electronic, are binding for the STRYVO. 

3. ORDER CONFIRMATION 

If the product is not delivered immediately the Seller shall issue an order confirmation immediately following an order, which shall include agreed prices, delivery time, STRYVO’s order number and reference. If an order confirmation has not been received within three days, the STRYVO reserves the right to cancel the order. 

4. PRICES AND INVOICING  

The quoted prices are fixed, unless otherwise agreed in writing. All necessary packaging, fees, duties and other charges shall be included in the offer unless otherwise agreed in writing. The STRYVO does not accept invoice fees, handling fees or the like.  The invoice shall contain the STRYVO’s order number and reference. Incomplete invoices will be returned to the Seller. The invoice shall be specified in accordance with the STRYVO’s order. 

5. PAYMENT TERMS 

Unless otherwise agreed, the STRYVO shall pay the invoice within 30 days counted from the receipt of the correct invoice, provided that all the Seller’s obligations in accordance with the order are fulfilled and a complete delivery, including documentation, has taken place. The STRYVO is entitled to withhold disputed sums. 

6. CERTIFICATES AND DOCUMENTS

The certificates are considered a part of the shipment, and the agreed credit term begins at the time when the entire shipment, including certificates, has been received by the STRYVO. The certificates mentioned in the STRYVO’s order/ inquiry hall be sent on email by the Seller to: 

• Stryvo Bismo AS and Stryvo Oslo AS: relevant purchaser on the purchase order 

• Stryvo Stryn AS: certificate.stryn@stryvo.no 

The order number shall be written in the subject line.  All products shall be labelled in accordance with the packing slip and instructions in the order.  

7. INSPECTION  

The STRYVO and the STRYVO’s customer shall be entitled to inspect and control the ordered products on the Seller’s production site/premises both during and after the completion of manufacturing. The Seller is obligated to assist in such an inspection and facilitate. The Seller shall, without delay, repair potential orders demanded by the STRYVO as a result of the control. The completed inspection and potential repaired faults do not exempt the Seller from liability and for defects.  Upon request, the STRYVO is entitled to receive all desired information from the Seller, including status reports, the sub-contractor’s conditions etc. 

8. DELIVERY AND DELAYS 

The delivery shall take place at the agreed time. The Seller is not considered to have fulfilled its obligations until all order lines are completely delivered in accordance with the order, which also applies to documentation, certificates and packaging. Partial delivery is not considered as a partial fulfilment of the performance obligations unless this is agreed in writing in advance. 

If the Seller, upon agreement, shall perform installations, or if functional tests or similar procedures shall be performed in connection with the delivery, the delivery shall not be considered to have taken place until such installations and testing are completed, and the STRYVO has confirmed in writing that the delivery is accepted.

Unless otherwise agreed, the delivery shall be delivered DDP (Incoterms 2018) to the place specified in the order. 

The Seller commits to immediately inform STRYVO in writing if there is reason to believe that the agreed delivery time cannot be observed. The announcement shall be substantiated and shall contain a new delivery time. If the Seller omits informing STRYVO about delays, the Seller is directly and indirectly liable for losses for STRYVO incurred by the delay. 

If the delivery is delayed, STRYVO can demand a daily fine of 0.5% of the total order sum per calendar day limited up to 15% thereof, or demand that the direct loss is compensated. STRYVO is entitled to cancel the purchase free of charge if there is a substantial delay. 

9. RIGHT OF OWNERSHIP  

The product, or parts of the product along with potential necessary technical documentation to complete the product, becomes the property of STRYVO as the product is paid for. The Seller shall clearly label such products and if possible, keep these separate from other products. All drawings, specifications and other technical documentation that is sent from STRYVO to the Seller remain the property of the STRYVO and must not be copied, be used, or handed over to third parties without the STRYVO’s written consent. 

10. LIABILITY FOR DEFECTS

The Seller is responsible for ensuring that the product is first class workmanship and in accordance with the order’s specifications and government regulations. The Seller commits to redeliver or repair all defects caused by faulty construction, materials or manufacturing free of charge for a period of 12 months counted from the time the product is put to use for its purpose. If the product has been out of service as a result of the defect, the guarantee period shall be extended correspondingly. If the Seller omits performing necessary repairs within reasonable time, the STRYVO can, upon notifying the Seller, repair the defect at the Seller’s expense either on its own or with the help of other providers. If the delivery is revealed to have significant defects that are of such a nature that they cannot be repaired within reasonable time, the STRYVO can cancel the purchase and demand to have its direct losses compensated.

11. COMPLAINTS

STRYVO shall complain in writing within reasonable time after the discovery of a defect. The Seller cannot be held responsible for faults discovered later than 24 months after the product is put to use.

12. FORCE MAJEURE

The parties are exempt from their obligations if it can be proven that they have been prevented by force majeure. The affected party shall immediately notify the other party about the situation. If the party omits informing the other party it cannot demand to be exempt from its obligations.

13. FACTORING

Potential claims by the Seller against the STRYVO cannot be transferred or handed over to a third party without the written consent of the STRYVO.

14. CHOICE OF LAW AND LEGAL VENUE

The contractual relationship is regulated by Norwegian law. The parties adopt Fjordane District Court as the agreed legal venue for potential disputes concerning the contractual relationship