Terms of Service

Terms and Conditions

These general terms and conditions governs all orders placed with, and any agreements entered into with, Telenor Digital AS (“Supplier”) concerning Purchasor’s purchase of the Component, as further defined in the Order Form, if not otherwise explicitly agreed in writing. The Purchasor is strongly urged to review these terms and conditions prior to submitting an order for the Components.

1. AGREEMENT ORDER
These terms and conditions, including the relevant Order Form, constitute the agreement (“Agreement”) between Supplier and the purchaser of Components (“Purchasor”) in connection with the delivery of the Components (“Components”) as listed in an Order Form accepted by the Supplier (“Order Form”). The Order Form shall include information such as the price, quantity of Components and any relevant specifications (“Specifications”). No order that has been accepted by Supplier may be cancelled or rescheduled except with the express written consent of Supplier. Unless explicitly stated otherwise in an Order Form, the parties agree that in case of contradiction between the terms of this Agreement and any terms on Purchasor’s Order Form, this Agreement shall prevail.

2. PRICES AND TAXES
Supplier’s published and quoted prices are subject to the following, unless otherwise agreed in written:
All published prices are subject to change without notice. Such changes shall not have effect on Order Forms already accepted by Supplier.
Shipments will be billed at the prices in effect on the date of the Order Form.
Published or quoted prices do not include taxes, duties, insurance or transportation.

Purchasor shall be responsible for payment of all export and import taxes and licenses, custom fees and duties, value added taxes, turnover taxes and other taxes and costs in respect to the Components purchased by the Purchasor, other than taxes on the income of Supplier. If Supplier agrees to bear any such taxes or costs and if such taxes or costs should increase between the date of the order/contract and the date of delivery, Supplier shall have the right to increase the price of the goods for the same amount as the increase.

3. DELIVERY AND RISK
Unless otherwise specifically agreed to in writing, all deliveries are made Ex Works, Tyholt, Trondheim, Norway (INCOTERMS 2010).
The Purchasor has the risk for loss or damage to the Components during transportation. Any dates of dispatch stated in the order acknowledgement are only estimates by Supplier, and Supplier shall not be liable for failure to dispatch by any such date. However, Supplier shall make all reasonable efforts to meet its estimated dispatch date.
Supplier shall inform Purchasor about the estimated delivery time. If Supplier anticipates or has reason to believe that there may be a delay in delivery, Supplier shall notify Purchasor in writing stating the estimated new delivery date.
In the event that the Component delivery is delayed by eight (8) weeks or more, the Purchasor may cancel the part of the Order Form being subject to the delay, by immediate written notice. Subject to Section 9 below, the Supplier shall then reimburse Purchasor for any prepaid amounts pertaining to the part of the Order Form that was delayed. Supplier shall not be responsible for any delay caused by events covered by Section 8 below, or any delay caused by third parties.

4. CANCELLATION OF ORDER FORM
Subject to Supplier’s prior written concent, Purchasor may cancel all or any portion of an Order Form for convenience subject to Purchasor making payment of cancellation charges equal to Supplier’s incurred direct and indirect costs and expected profit from the canceled Order Form.

5. OWNERSHIP AND INTELLECTUAL PROPERTY
a) Ownership of the Components shall not pass to Purchasor until the Components have been fully paid for in accordance with Section 2 above. Until such payment has been made, Supplier shall have the right to enter Purchasor’s premises and repossess such Components; recover payment for the Components and at any time require Purchasor to immediately return the Components to Supplier.

b) Purchasor does not acquire any intellectual property rights relating to the Components through purchasing the Components. All intellectual property rights relating to the Components are retained by Supplier

c) There is no warranty that any particular use, for any particular purpose of the Components in any particular jurisdiction is compatible with any intellectual property rights held by any third party. Supplier undertakes, subject to the limitations as set forth herein, to hold Purchasor harmless in respect of any claim that selling, offering for sale or maintaining Components furnished hereunder, constitutes infringement of any patent where such claim is a direct result of the inherent features or operation of the Components.

d) Supplier’s aggregate liability for any and all claims under this Section 5 shall not exceed the purchase price received by Supplier, net of taxes, duties, insurance or transportation for the Components subject to such claims.

e) The undertaking given above will not apply in respect of any claim unless: i. Supplier is notified in writing by Purchasor within thirty (30) days of Purchasor becoming aware of such claim; ii. Purchasor gives Supplier full authority to determine, in its sole discretion, how the claim should be defended; and iii. Purchasor provides Supplier with any information or assistance which it reasonably requests.

f) The undertaking set out above will not apply in respect of any claims which result from: i. compliance with Purchasor’s designs, specification or instruction; ii. modification of the Components by a party other than Supplier; or iii. use of the Components where such use is not inherent in normal operation of the Component or where Supplier is able to specify a use that is not subject to the claim.

g) Purchasor will hold Supplier harmless in respect of any claims in accordance with section 5f) above.

h) Supplier may, in its sole discretion, choose to settle any claim for a sum equal to or less than its liability under Section 5d) above.

i) If as a result of any suit or settlement Purchasor is prohibited from selling, offering for sale, importing or keeping Components furnished hereunder, Supplier will, in its sole discretion and at its expense, either replace them with Components to which such prohibition does not apply, or return an equitable portion of the selling price thereof.

6. PAYMENT
If not otherwise agreed to in writing, payment for Components sold to Purchasor shall be made in NOK and within thirty (30) days or such other written agreed period from date of invoice. In case of default of payment Purchasor shall pay a demand interest according to a rate of 1.5 % of the unpaid amount per starting month. If the default is due to causes other than those to which Section 8 applies, Supplier shall be entitled to cancel the order by written notice.
7. WARRANTY
Supplier warrants to Purchasor that the Components shall function, in all material respects, as specified in the Specification for a period of twelve (12) months from the date of delivery.
Component defects detectable at the time of inspection are to be notified to Supplier in writing immediately or, at the latest, 30 days following delivery of the Components. If no such notice has been given, then the Components is deemed accepted by Purchasor.
Defects detected during the warranty period, but at a later stage than the receipt of the Components shall be notified immediately, and within seven (7) days from the defect was found by the Purchasor. Purchasor’s claim under this clause is null and void in the event of late notification.
Supplier sole liability and Purchaser’s sole remedy under this Section 7 shall be for Supplier, at its own discretion, either to repair or replace the defective Components or, if such repair is not considered feasible, refund the purchase price upon the return of the defective Component.
Supplier shall only be liable under this Section 7 if Purchasor has notified Supplier in writing of the scope and nature of the defect.
Furthermore, before the goods or a sample thereof, are returned to Supplier, Purchasor must obtain from Supplier, a valid Return Material Authorisation Number by contacting Supplier. Only one Return Material Authorisation Number may be used per invoice number.
Materials returned unaccompanied by a valid Return Material Authorisation Number and a fully completed Customer Failure Report Form, will not be subject to any re-delivery or refund according to this Section 7.
Returned material must comply with the packing and shipping conditions of the original material i.e. antistatic precaution etc.
Under no circumstances will Supplier accept an invoice or issue a credit note for the returned material prior to the Supplier’s own investigation.
Supplier shall use reasonable efforts to have such returned material replaced within thirty (30) days from receipt of returned Components accompanied by a valid Return Material Authorisation Number.

8. FORCE MAJEURE AND OTHER CONTINGENCIES
In the event of force majeure the party being delayed or damaged thereby shall inform the other party as soon as possible but in any event, at the latest within seven (7) days after the start of such force majeure event, specifying the nature of the force majeure as well as the estimated duration thereof. In the event the force majeure event continues for more than sixty (60) days or is expected to last longer than sixty (60) days then either party is entitled to terminate this Agreement by written notice and without either party being entitled to any claim for damages. Otherwise both parties’ rights and obligations will be suspended and new supply dates shall be agreed upon between the parties hereto.
Force majeure shall mean an occurrence beyond the control of the party affected, provided that such party could not reasonably have foreseen such occurrence at the time of entering into the agreement or the order being placed and could not reasonably have avoided or overcome it or its consequences.
In the event of unforeseen circumstances affecting Supplier or Purchasor or both, the parties will jointly review the situation and attempt to find a solution, which is commercially reasonable and acceptable to the parties concerned, and vary this Agreement and/or any Order Form entered into by the parties accordingly.
9. LIMITATION OF LIABILITY
Under no circumstances will Supplier be liable for incidental, consequential or other indirect damage resulting from loss or damage, of any kind, howsoever caused. In no event will Supplier be liable for any sum greater than the purchase price received by Supplier for the relevant Component(s). Supplier shall not be liable for any third party’ claims to Purchasor and/or third party’s claims made to Supplier, even if connected with the Components delivered hereunder. Purchaser’s liability under this Agreement shall be limited to the amounts of all Order Forms in effect between the Parties. The foregoing limitations of liability shall not apply to acts of gross negligence or willful misconduct.

10. GOVERNING LAW
This Agreement shall be governed by and subject to the
laws of Norway and subject to the jurisdiction of the courts of Bærum, Norway.