STANDARD TERMS AND CONDITIONS OF SALE
These standard terms and conditions govern all orders placed with any agreements entered into with F&Z Solution AS unless otherwise explicitly agreed in writing. The Customer is strongly urged to review these terms and conditions.
General
These terms and conditions apply to all hardware products (“Products”) sold or rented from F&Z Solutions AS (“F&Z Solutions”) to the Customer, as further specified in the Order Confirmation. Unless to the extent explicitly agreed to in writing in the form of a signed agreement, F&Z Solutions does not recognize or accept any terms of procurement or other conditions imposed by the Customer pertaining to the purchase or rental of Products from F&Z Solutions. Together with the Order Confirmation, these terms and conditions form the entire and exclusive contract governing the deliveries hereunder ("The Agreement").
General Terms of Delivery
The prices for the delivery of the Products are based on EXW from F&Z Solutions' manufacturing warehouse in accordance with INCOTERMS 2020 and are exclusive of any taxes. The Customer shall be responsible for any shipping, handling, taxes, dues, duties and levies arising after F&Z Solutions' delivery of any Products.
The delivery times indicated in the Order Confirmation are preliminary and only estimations of final delivery times. An estimated time of delivery will be informed upon dispatch.
If the Products are not collected at the delivery time, F&Z Solutions reserves the right to terminate the Agreement with immediate effect upon notification to the Customer. When renting the Products, F&Z Solutions shall be entitled to the agreed rental amount for the duration that has elapsed up to the point of termination.
The Customer may terminate a confirmed order if (i) the delay is substantial in relation to the estimated time of delivery, and (ii) F&Z Solutions by written notice has been given reasonable time extension to fulfil and deliver the order pursuant to the relevant order confirmation. Any claims for compensation caused by delayed delivery, short delivery or non-delivery are excluded. When purchasing the Products, the Customer shall in any case be obliged to purchase all Products on which production has already started as a consequence of the Customer’s order. F&Z Solutions may also enforce subsequent charges or claims for compensation caused by the cancellation of an acknowledged Purchase or Rental order.
Delivery terms are EXW in accordance with INCOTERM 2020 at the F&Z Solutions' warehouse as specified in each Purchase or Rental Order.
Additional terms of delivery and return for product rental
The term of this Agreement shall commence on the delivery time of the Products and shall continue until the rental period described in the Order Confirmation has lapsed, unless terminated earlier in accordance with this Agreement. Any shortening of a pre-agreed rental period may only occur with the consent of F&Z Solutions.
If the Products are not collected at the delivery time, the rental period shall still commence from the delivery time.
The Customer shall return the Products to F&Z Solutions at a previously agreed return location before the expiration of the rental period. The Products shall be in the same condition as they were on the delivery time, except for ordinary wear and tear resulting from proper use. The Customer shall be responsible for all shipping costs, customs duties, import taxes, assessments, and any other fees or claims associated with transporting the Products to the agreed place of return. No refunds will be issued for equipment returned early, unless otherwise agreed upon by the parties. F&Z Solutions reserves the right to invoice the Customer for Products that are returned late or not returned.
The Customer assumes and shall bear the entire risk of direct loss and damage to the Products during the rental period, except for defects for which F&Z Solutions is liable under Clause 8 of these terms and conditions. The Customer shall indemnify F&Z Solutions for all costs related to lost or damaged Products.
Terms of Payment
Payments shall be made against F&Z Solutions' invoice. The currently applicable late payment interest rate shall accrue on due payments and be added to the principal amount in such intervals.
When renting the Products, the rent is to be paid in advance for the agreed rental period. The rent must be paid before the Products are delivered.
F&Z Solutions reserves the right to withhold delivery of Products or terminate the Agreement if the Customer is overdue on payments to F&Z Solutions.
Use of Products
The Customer shall use the Products solely in the conduct of its business and in a careful and proper manner and only under the care and control of competent personnel. The Customer shall, at its own expense, comply with all applicable laws and regulations relating to the possession and use of the Products. The Customer assumes all risks associated with the use of the Products in violation of this Agreement.
The Customer shall maintain all necessary insurance policies for the use of the Products.
Subleasing of the Products is not permitted without written consent from F&Z Solutions.
Intellectual Property Rights
All intellectual property rights in or related to the Products shall exclusively remain the property of F&Z Solutions or its licensors (as the case may be), including but not limited to trade secrets, patents, copyrights, registered and unregistered trademarks and designs. Subject to full payment to F&Z Solutions, the Customer is given a non-exclusive right to use the Products in accordance with its intended use and otherwise in accordance with the terms and conditions set out herein.
The Customer shall not modify, reverse engineer, disassemble or otherwise attempt to discover any underlying technology in whole or in part of the Product.
The Customer shall hold F&Z Solutions harmless against any expense, cost or loss resulting from the infringement of intellectual property rights caused by the Customer, for example arising from the Customer’s use of the Products, regardless of whether or not F&Z Solutions should have discovered the possibility of such infringement of intellectual property rights.
Software & Services
F&Z Solutions may provide additional software or services relating to the Product. Such software and services are subject to separate agreements and/or licenses as made available by F&Z Solutions. Certain Products may contain pre-programmed software that is subject to a separate license agreement. In such event; (i) this will be documented in the Specification of the Product; and (ii) such separate license agreement shall supersede anything to the contrary in this Agreement.
Warranties
F&Z Solutions warrants that from the date of delivery of the Products and twelve (12) months thereafter the Products are functional, free from defects in material and workmanship, and under normal use shall conform to the applicable specification as made available by F&Z Solutions. This warranty does not apply if the products are (i) handled in an improper manner, (i) used in conflict with the instructions and recommendations provided by F&Z Solutions or (iii) altered or modified in any way by any other than F&Z Solutions.
The Customer must provide written notification of any defects to F&Z Solutions, providing detailed explanations, within 14 days of becoming aware of them. Failing to provide such written notice will void any warranty claim.
F&Z Solutions' obligation under this warranty shall be discharged, at its option, by repairing or replacing defective Product(s). A case of warranty shall not prolong the Warranty Period from the original delivery.
The Customer must receive a return material authorization number from F&Z Solutions prior to returning defective Products. Products returned without such number — will immediately be returned to the Customer at the Customer’s cost of transportation and risk of loss. In case of returns, F&Z Solutions will cover fair transportation costs subject to a prior written agreement. In case of unjustified returns or complaints, the Customer shall reimburse F&Z Solutions for all reasonable expenses incurred from the invalid warranty claim.
F&Z Solutions does not warrant the Products' fitness for any particular purpose. It is the Customer’s sole responsibility to determine the suitability of the Products for each particular application. The Products are not suitable for, nor are they authorized or designed to be used in connection with life support systems or for maintenance of public services or functions involving factors of safety.
Limitation of Liability
In no event shall F&Z Solutions be liable for any indirect, punitive, incidental, special or consequential damages, of any kind, howsoever caused, even if F&Z Solutions has been advised of the possibility of such damages.
F&Z Solutions' total liability for any breach of this agreement, shall in no event exceed the order value.
Force Majeure
F&Z Solutions shall not be liable for any failure to perform due to causes beyond its control, including but not limited to fire, flood, earthquake, explosion, accident, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes or shortages, transportation embargoes, failures or delays, inability to secure raw materials or machinery, acts of God or government (including denials of or onerous restrictions on export licenses), any such event of force majeure affecting F&Z Solutions' third-party suppliers or judicial action. Similar causes shall excuse the Customer for failure to take F&Z Solutions' Products ordered by the Customer other than those already in transit or specially fabricated or not readily saleable to other buyers.
Assignment
This Agreement is not assignable, directly or indirectly, by either Party without prior written consent from the other Party.
Governing Law and Dispute Resolution
This Agreement and any conflicts arising out of or in relation to it shall be governed by the laws of Norway (conflict of law’s provisions excepted), and the parties hereby submit to the jurisdiction of the courts of Norway, which shall have exclusive jurisdiction over all conflicts in connection herewith. Any dispute, controversy or claim arising out of or in connection with this Agreement, or the breach, termination or invalidity thereof, shall first be referred to mediation in accordance with the Rules of the Arbitration and Dispute Resolution Institute of the Oslo Chamber of Commerce in force at any time.