General Sales Terms, Radiocrafts AS, valid from March 22, 2022
1. GENERAL
These terms apply to all devices sold from Radiocrafts to Customer, and any services associated therewith. Unless and to the extent explicitly agreed to in writing in the form of signed documentation, Radiocrafts does not recognize or accept any terms of procurement or other conditions imposed by Customer pertaining to the order of products or services from Radiocrafts. Together with the order confirmation, these terms form the entire and exclusive contract governing the deliveries hereunder.
2. TERMS OF DELIVERY
All prices are ex works (FCA – Incoterms 2000) Oslo, Norway, with duty unpaid, packing included. Unless otherwise explicitly stated in the order confirmation issued by Radiocrafts, the prices therein do not include customs duties or any sales, use, excise, or other similar taxes or levies, which shall all be borne by Customer. Radiocrafts reserves the right to effect part shipments, and to ship a total quantity which is within +/- 5% of the total quantity ordered. Customer shall pay for the actual quantity delivered. Until complete payment of all invoices have been received, ownership of and title to the products shall remain with Radiocrafts, and Customer agrees and is obligated not to sell or otherwise dispose of products until all invoices have been settled in full.
The delivery times indicated in the order confirmation are preliminary and estimations of final delivery times only. Customer may cancel an acknowledged order if (i) the delay is substantial in relation to the estimated time of delivery, and (ii) Radiocrafts by written notice has been given a reasonable time extension to fulfill and deliver the order pursuant to the relevant order confirmation. Any claims for compensation caused by delayed delivery, short delivery, or nondelivery are excluded. In any case, Customer shall be obliged to purchase all products on which production has already commenced as a consequence of Customer’s order. Radiocrafts may also enforce subsequent charges or claims for compensation caused by cancellation of acknowledged purchase orders.
3. TERMS OF PAYMENT
Invoices shall be paid in full within the due date of the invoice, which will not be less than 14 calendar days from the date of issue of such invoice. Interest of 1.5% per month shall accrue on due payments and be added to the priciple amount in such intervals. To the extent permitted by law, Radiocrafts reserves the right to cancel any order with immediate effect should any circumstances reduce Customer’s creditworthiness after the issue of any order confirmation or otherwise.
4. PRICES AND PRICE ADJUSTMENT
Where applicable, Radiocrafts communicates pricing to Customers in various ways (e.g., price list and quotes) and confirms transaction prices with its order confirmations. Prior to shipment, Radiocrafts’ price may reasonably change due to adjustments in specifications, quantities, shipment arrangements, requested delivery dates, or other changes to conditions which Radiocrafts is not responsible for and which were not foreseeable with reasonable certainty (including, without limitation, not merely insignificant cost changes due to wage agreements, changes of the tax burden, price changes of raw materials and other production materials, price changes by sub-suppliers or currency fluctuations). The final price in effect on the date of shipment as stated in Radiocrafts’ invoice applies. Unless otherwise agreed, prices are in U.S. Dollars and Payment must be in U.S. Dollars.
5. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights in the products (including but not limited to any intellectual property right(s) derived by services rendered to Customer by Radiocrafts or its distributors or sub-contractors) shall exclusively remain the ownership of Radiocrafts or its licensors (as the case may be). Subject to full payment to Radiocrafts, Customer is given a non-exclusive right to use the product in accordance with its intended use and otherwise in accordance with the terms and conditions set out herein.[ Customer shall hold Radiocrafts harmless against any expense, cost or loss resulting from the infringement of patent rights, copyrights or other intellectual property rights caused by Customer, e.g. by use, posession or sale of products delivered by Radiocrafts pursuant to Customer’s designs, specifications or instructions, regardless of whether or not Radiocrafts should have discovered the possibility of such infringement. This also applies to claims founded on infringement of patent rights, copyrights or other intellectual property rights arising from Customer’s use of the product contrary to the terms set out herein.
6. ACCEPTANCE
The acceptance test shall be carried out by Customer immediately following delivery, and at the latest within 30 days of delivery. In default of any written communication to the contrary, the products shall be deemed accepted upon Customer’s notification to Radiocrafts of acceptance, or upon the lapse of the acceptance test period, whichever comes first. The products delivered shall be taken over by Customer even if they have insignificant defects. Radiocrafts will give Customer a proportionate price reduction if such insignificant defects have any bearing on the useability of the products. The criteria for acceptance of refusal shall be the specifications of test conditions jointly agreed upon in case of products specially developed for Customer, or the data sheets issued by Radiocrafts effective at the time of Customer placing the order in case of standard products. Such specifications and data sheets will be made availbale to Customer upon request to Radiocrafts.
7. WARRANTY
Radiocrafts warrants that the products will be free from defects in material and workmanship under normal use in conformity with the terms set out herein. The warranty does not apply if the products are handled in an improper manner or in conflict with the recommendations of Radiocrafts. Unless explicitly agreed in writing with Radiocrafts, no warranty is given as to the fitness and functionality of products for any particular purpose nor for the use of products together with any specific product or technologies. The warranty period is 12 months, as from the date of delivery of products (see clause Terms of Delivery). Customer must give Radiocrafts written notice of defects, stating sufficient reasons, immediately and at the latest within 14 days after Customer either has become or ought to have become aware of the defects. In default of such written notice, any warranty claim will be void. Radiocrafts’ obligations under this warranty, shall be discharged, at its option, by repairing, replacing, or giving credit for defective products. In case of returns Radiocrafts will cover fair transportation cost subject to prior agreement with Radiocrafts. A case of warranty shall not prolong the warranty period from original delivery. In case of unjustified complaints, Customer shall reimburse Radiocrafts for all reasonable expenses arising from the invalid warranty claim. Any claims of Customer beyond Radiocrafts obligations under this warranty, however founded, are excluded.
8. LIFE SUPPORT APPLICATIONS
The products must not be used within any Life Support System without the specific written consent of Radiocrafts. A “Life Support System” is any product or system intended to support or sustain life and/or health, which, if it fails, can be reasonably expected to result in significant personal injury or death.
9. FORCE MAJEURE
Radiocrafts shall not be liable for any failure to deliver, or delay in the delivery of, any goods due to any event beyond Radiocrafts’ or its subcontracor’s reasonable control, and which Radiocrafts could not have anticipated when entering into the contract or which cannot be avoided by reasonable means. In the event of such force majeure events, the dates of delivery or performance hereunder shall be extended accordingly.
10. LIMITATION OF LIABILITY
Radiocrafts disclaims all liability for any amounts representing indirect, consequential, penal or punitive damages. The aggregate liability of Radiocrafts for all defaults by Radiocrafts under any single order shall in no event exceed the order value.
11. GOVERNING LAW AND DISPUTE RESOLUTION
This Contract shall be governed by and construed in accordance with the laws of Norway, without regard to any conflict of laws rules thereof. The application of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded. Disputes that may arise in connection with the contract or is a result thereof shall be settled by private negotiations between the parties. If such agreement cannot be obtained within a reasonable time period, then Oslo City Court shall be the legal venue for the dispute in question.
12. OTHER MATTERS
Radiocrafts and/or Radiocrafts’ subcontractors and/or suppliers are subject to Norwegian, EU and US Export Control Regulations whereby the delivery of certain products to certain countries is banned. The Customer must not export any products from Radiocrafts or documentation relating thereto, neither directly nor indirectly, without first having obtained all necessary approvals from the applicable authorities. Customer can only assign its rights and/or obligations under this contract upon Radiocrafts’ prior written consent. Should any clauses of these terms be held invalid, other clauses shall not be affected thereby, and the parties shall seek a valid solution as close to the intention of the original clause as possible. Any changes in or amendments to these terms shall only become effective after having been officially agreed to in writing by Radiocrafts.