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Terms & Conditions

Published 01.11.2024

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These terms of sale (the "Terms and Conditions") apply to all sales and deliveries of all products, materials and services which ENZYFERM AS (the "Supplier") offers for sale (the "Products").

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The provisions of the Terms and Conditions and the Contract(s) take precedence over all other terms and conditions (expressed or implied by law or otherwise), including the Customer's general terms and conditions and/or conditions stated in communications from the Customer to the Supplier.

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The Supplier may amend the Terms and Conditions from time to time at its own discretion in which case the following applies:

  • changes to the Terms and Conditions take effect immediately on publication;

  • changes to the date on the Terms and Conditions indicate that they have been updated; and

  • the Supplier will only send a separate written notification to the Customer if the Supplier considers the change to be significant enough to bring it to the Customer’s notice.
     

1 Creation of contracts for sale and purchase of products
1.1 A potential or existing Customer who is interested in purchasing Products should send a written order to order@enzyferm.com or register a order with our online purchasing system (a "Purchase Order").


1.2 The legal entity sending the Purchase Order (the "Customer") is deemed to have accepted that these Terms and Conditions apply to the purchase of the Products.


1.3 If the Supplier accepts the Purchase Order, the Supplier will issue a written confirmation to the Customer (an "Order Confirmation") specifying:

  • a description of the Products covered by the Order Confirmation;

  • the price for the Products (the "Price");

  • expected delivery date;

  • payment terms; and

  • terms for delivery (incoterms).


1.4 In the event of a conflict between the Contract documents, they shall be interpreted in the following order: 1) the Supply agreement, 2) the Terms and Conditions, 3) the Order Confirmation, and 4) the Purchase Order.


1.5 The Customer is not entitled to transfer an Order Confirmation or Contract to a third party and any attempted transfer will not be binding on the Supplier.


1.6 Unless there are grounds to terminate for material breach or in accordance with express provisions of a Supply agreement, a Order Confirmation cannot be changed or cancelled without the written consent of both Parties. The Supplier may withhold consent if the Customer does not agree to pay any costs or losses incurred as a result of the proposed change or cancellation.


2 The Products
2.1 All information about the Products, including but not limited to, dimension, weight, quality, technical and other information regardless of how the information is provided, is for guidance only.


2.2 The Supplier assumes no responsibility in respect of whether the Products are suitable for the Customer's intended use. The Customer is solely responsible for ensuring that the Products are suitable for the purpose.


2.3 Any installation, commissioning and/or integration is the Customer's responsibility and is carried out at the Customer's expense and risk.


2.4 Specific requirements for a Product from the Customer are not accepted by the Supplier unless and to the extent that the Order Confirmation contains an express obligation from the Supplier to deliver the Product with such specific requirements.


3 Price and payment

3.1 The Price will be stated in the Order Confirmation including currencies, sales and/or use taxes if applicable, and unless otherwise agreed prices include standard packaging.


3.2 The Supplier reserves the right to adjust the prices of the Products pending delivery in the event of increased costs. These costs may include, but are not limited to, expenses related to raw materials, energy, wages, governmental charges, freight, or insurance.


3.3 Full payment by the due date is a prerequisite for the Supplier's obligation to deliver the Products to the Customer. Failure to pay does not mean that the Customer is released from its purchase obligations.


3.4 If the Customer does not pay by the due date, the Supplier has the right to cancel the Contract. This right is in addition to the Supplier's right to collect outstanding invoices in accordance with current law, the right to interest on late payment in accordance with the Interest on Late Payment Act (forsikelsesrenteloven) and any claim for breach of contract.


3.5 Unless otherwise stated, the invoices are due and payable 15 days from the date of the invoices.


3.6 Any complaint in regards to the invoice shall be notified to the Supplier in writing within 7 days of the invoice date.


4 Delivery date

4.1 The estimated delivery date will be stated in the Order Confirmation ("Delivery Date").


4.2 Delivery can be delayed, with no liability on the Supplier, if:

  • the Customer has not paid in accordance with the Contract, or has failed to provide the required security;

  • the Customer has not provided the necessary information; or

  • the Supplier is affected by Force Majeure as described below.


4.3 The Supplier is not in breach or responsible for any losses incurred by the Customer as a result of late delivery, unless it is explicitly stated in the Order

Confirmation that the Delivery Date is guaranteed by, and is binding on, the Supplier.


4.4 If the Supplier has guaranteed the Delivery Date, the following applies:

  • delivery within 7 days (the "Grace Period") is deemed to be timely delivery; and

  • if the Supplier does not deliver the Products by the end of the Grace Period, the Customer has the right to set a reasonable deadline for delivery by sending the Supplier a written notice to this effect. If the delivery has still not taken place within the Customer's deadline, the Customer has the right to cancel the delivery by giving written notice to the Supplier. In this case, the Supplier has no responsibility for delivering the Products to the Customer or any responsibility for compensating the Customer for non-delivery or any other form of breach of contract. The Supplier’s liability is limited to a refund of the payment made by the Customer.


5 Delivery

5.1 The Customer is responsible for all costs incurred by the Supplier as a result of the Customer failing to collect the Products, including storage, and the Supplier can invoice the Customer for such costs. Furthermore the Supplier is also not obliged to refund the Price (or part of it) and may choose to apply the Price to cover any costs related to the Customer's breach, and/or claim compensation for material breach.


5.2 Risk of damage to or loss of the Products passes to the Customer when the Supplier makes the Products available for collection or, if it has been agreed that the Products are to be sent to the Customer, when the Products are handed over to the carrier. This constitutes delivery.


5.3 The Products become the Customer's property from the date on which the Products are delivered and the Customer has fulfilled all payment obligations.


6 Inspection and acceptance

6.1 The Customer must inspect the Products immediately upon collection. Any complaints regarding alleged shortfall, defects or faults must be made before the Products leave the Supplier's premises, otherwise the Customer is deemed to have accepted the Products and that the delivery is complete and free from defects.


6.2 If it has been agreed that the Products are to be sent to the Customer, the following applies:

  • complaints regarding shortfall, defects or faults must be made within 7 days of receipt. Otherwise, the Customer is deemed to have accepted the Products and that the delivery is complete and free from defects;

  • if a Product is visibly damaged and/or there is an error in the delivery, this must be noted in the delivery document or consignment note from the carrier, upon receipt of the Product; and

  • the damaged Product with packaging must be kept until the Supplier has assessed the claim and given further instructions.


6.3 The Supplier's liability for defects or shortfall is limited to redelivery or repair of the Product. The Supplier may, but is not obliged to, give a discount on the Product.


7 Warranty

7.1 The Supplier provides a limited warranty as described in this clause:

"The Supplier’s warranty covers defects in the Products with the exception of defects caused by or contributed to by any of the following:

damage to or deterioration of the Products during shipment or storage; modification or change of or on the Products by anyone other than the Supplier; misuse, neglect or accident; insufficient treatment/storage contrary to the user manual/instructions or other inappropriate treatment" (the "Warranty").


7.2 The Supplier is not liable under the Warranty if the alleged breach is not notified in writing immediately after the Customer discovered or should have discovered the defect, and under in any event notice must be given within 3 months from the delivery (the "Warranty Period").


7.3 If the Customer makes a valid claim within the Warranty Period and the Supplier accepts at its own discretion, acting reasonably, that there is a defect that is covered by the Warranty, the Supplier can choose either to:

  • replace the Products; or

  • give full or partial price refund for the Products.


7.4 The Supplier will inform the Customer as soon as possible whether the Customer will receive a replacement Product or a price reduction and will give details regarding the process that will be followed. All work under the Warranty will be carried out by the Supplier or in accordance with the Supplier’s instructions, failing which the Warranty is void.


7.5 Prior to returning the Products for replacement, the Customer must receive a return confirmation from the Supplier. On receipt of a return confirmation, the Customer must return the Products to the address given by the Supplier in the original packaging and adequately packed for transport.


7.6 The Supplier will cover all transport costs incurred by the Customer when returning the Products, unless the Supplier decides that the claim is not covered by the Warranty, in which case the Supplier will invoice the Customer for the costs of transport.


7.7 Replaced Products will be covered by the Warranty for the remaining period of the original Warranty Period.


7.8 Under no circumstances can the Warranty be transferred or assigned (in whole or in part) by the Customer.


7.9 The Warranty is the sole remedy of the Customer in respect of claims for faults or defects.


7.10 Any implied terms and any warranties under sales law or other law are excluded to the extent possible under applicable law.


8 Intellectual property right

8.1 All intellectual property rights that exist in or are related to the Products are and shall remain the property of the Supplier or (if applicable) third parties.


8.2 Nothing in the Terms and Conditions or a contract shall be construed as a transfer of any intellectual property rights in or related to the Products, user manuals or other documentation provided to the Customer.


9 Limitation of Liability

9.1 The Supplier shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of profits, loss of revenue, loss of business opportunities, or any other financial loss arising out of or in connection with the use or inability to use the Product, even if the Supplier has been advised of the possibility of such damages.


9.2 The Customer acknowledges and agrees that they assume all risks associated with the use, handling, or resale of the Product, and that the Supplier’s liability is strictly limited as outlined in this clause.


9.3 The Customer is obliged to indemnify the Supplier for all costs, claims, losses, actions, punishments, fines, fees or similar costs incurred in connection with a breach of the Terms and Conditions with regard to the resale or use of the Products.


9.4 The Supplier excludes all liability for any financial loss that may result from defective or delayed delivery.


9.5 Any liability of the Supplier is limited to documented direct losses, and the Supplier is not responsible for any consequential damages or indirect losses.


9.6 The Supplier’s total liability for any and all claims, damages, or losses arising out of or related to the Product shall not exceed the amount paid by the Customer for the Product giving rise to the claim.


9.7 These limitations do not apply if the loss is solely the result of the Supplier's gross negligence.


9.8 If we provide technical or other advice to you, whether upon your request, regarding the processing, further manufacture, use, or resale of the Product, we shall bear no liability for such advice, and you assume all risks associated with it and any outcomes resulting from it.


9.9 With the exception of liability imposed by mandatory law (and only to the extent that the law imposes it):

  • the Supplier is not responsible for damage caused by a Product after delivery to the Customer; and

  • the Supplier is not responsible to the Customer with regard to any claims made against the Customer, and should a third party raise a claim against the Supplier, the Supplier reserves the right to demand compensation from the Customer.


10 Miscellaneous

10.1 If a Party is in breach of any of its obligations under a Contract, the other Party is entitled to send written notice to the other Party requiring that the breach be rectified as soon as possible and in any event within a deadline stated in the notice. This right is in addition to a Party's right to claim damages for its loss as a result of the breach.


10.2 In addition to its claim for damages, a Party may terminate a Contract with immediate effect if the other Party does not fulfil its obligations under that Contract and is in material breach of contract. In respect of payment obligations, if payment under a Contract is more than 30 days late, there is a material breach of that Contract.


10.3 A Party with a right to terminate a Contract must give notice in writing, exercising its right, within a reasonable time after becoming aware, or when it ought to have become aware, of circumstances giving it the right to terminate the Contract.


11 Force Majeure

The Supplier may postpone the delivery or reduce the quantity of Products to be delivered if it is prevented from, or delayed in, conducting its business as a result of an event:

  • outside the Supplier's control (including the Supplier's suppliers or its subcontractors);

  • which prevents the performance of its obligations under the Contract; and

  • provided that such an event could not reasonably have been foreseen at the time of entering into the Contract and that the Supplier could not have reasonably avoided the event.


12 Subcontractors

The Supplier may use subcontractors to design, develop or manufacture the Products or part thereof.


13 Assignment and transfer

13.1 The Supplier may, at any time, assign or transfer its rights and obligations under a Contract to another company which at the time of the assignment or transfer is an associated company and/or as part of the transfer of all or parts of the company's business.


13.2 The Supplier has the right to transfer or assign its rights to some or all invoices (accounts receivable) for financing purposes, to any recognized (at the Supplier's discretion) bank or other financial institution, subject only to giving notice to the Customer.


13.3 The Customer is not entitled to assign or transfer any of its rights or obligations under a Contract to a third party, and any attempted assignment or transfer will not be binding on the Supplier.


14 Processing of personal data

14.1 The Supplier may collect, store and process personal data, including (but not limited to) name and contact information.


14.2 The Supplier's purpose for processing such information is to be able to fulfil the Supplier's obligations towards the Customer in accordance with each Contract, including entering into and carrying out its obligations under a Contract, customer relations, warranty management and payment transactions.


15 Choice of law and dispute resolution

15.1 Norwegian law applies to the Terms and Conditions and every Contract.


15.2 The Parties agree to attempt to resolve any dispute relating to the Terms and Conditions, a Contract or any Product through negotiations.


15.3 If no agreement is reached within a reasonable time (not more than 60 days), the Parties agree that the matter shall be resolved by the Norwegian courts, with Østre Innlandet Tingrett as venue.

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