Terms & Conditions Ahlsell Oil & Gas

1. INTRODUCTION.
These general terms and conditions for sales shall apply unless otherwise is agreed in writing between the parties. Buyer’s forwarding of or referral to his own or other purchasing terms and conditions has no effect on the quotation and its contents, and will apply only in cases where this is confirmed in writing by Seller on the date of entry into the agreement.

2. QUOTATIONS AND PRICES
Quotations and prices are valid 15 days after the offer was sent from Seller, unless other validity period is specified and agreed in the quotation.

All materials offered ex stock are subject to being unsold on receipt of order. The Prices are based on undivided orders and Seller reserves the right to revise the offer given in case of changes in quantities, type of material and specifications. All prices offered are based on prices, freight & insurance rates, import & customs duties applicable, exchange rates and raw material prices on the date of the quotation. In the event of changes in any of these Seller reserve the right to adjust its prices accordingly. Whenever a quotation is based on a specific foreign currency rate of exchange, Seller reserves its right to adjust its prices accordingly. Pipes are offered in Single or Double Random lengths.

3. PAYMENT TERMS AND CONDITIONS.
Standard terms of payment are net 30 days. Payment is deemed to have been made on receipt of the amount on Seller’s account. In the event of late payment, Buyer shall pay interest in accordance with the Norwegian Act on Overdue Payments (Lov av 17. desember 1976 nr. 100 om renter ved forsinket betaling m.m) calculated from the due date for payment of the invoice.

Any claims made by Buyer resulting from minor deficiencies or claims do not exempt him from settling by the payment due date. Buyer shall have no right of set-off or other right of deduction against any payment due to Seller.

4. DATE OF DELIVERY - DELAY
The date of delivery is specified in the order confirmation sent to Buyer.

If Buyer is delayed in meeting his obligation, the date of delivery can be extended by a period equivalent to the duration of the delay. This applies in cases where, among others

0. Buyer has neither paid nor provided adequate security within an agreed time limit.
0. Buyer has not provided Seller with the necessary technical information within an agreed time limit.
0. Buyer refuses or is unable to take delivery of the consignment at the agreed time, or has not made adequate provisions to ensure that the goods can be received by an agreed time.
0. Buyer requires an alteration to the consignment that may influence on the delivery date.

If Buyer is unable to receive the goods at the agreed time, Seller will arrange storage of the goods at Buyer’s risk and expense. Seller may on the agreed date of delivery claim settlement in accordance with the agreement as if delivery had in fact been made.

Seller may also by written notice require Buyer to accept delivery within a reasonable period. If, for any reason for which Seller is not responsible, Buyer fails to accept delivery within such period, Seller may, by written notice to Buyer, terminate the contract in respect of the part of the goods which is ready for delivery but has not been delivered due to Buyer’s default. Seller shall then be entitled to compensation for the loss he has suffered by reason of Buyer’s default.

If Seller fails to deliver the goods in time, Buyer is entitled to liquidated damages from the date the delivery should have taken place.

The liquidated damages shall be payable at a rate of 0,5 per cent of the agreed item price for each complete week of delay. If the delay concerns only a part of the goods, the liquidated damages shall be calculated on the part of the item price which is properly attributable to the part of the goods which cannot be taken into use due to delay.

The liquidated damages shall not exceed 5 per cent of that part of the item price on which it is calculated.

The liquidated damages become due at Buyer’s written demand but not before all of the goods have been delivered or the contract is terminated under this clause.

Buyer loses his right to liquidated damages if he has not lodged a written claim for such damages within 1 month after the delivery of delayed goods.

If Buyer is entitled to maximum liquidated damages under this clause, and the goods are still not delivered, Buyer may in writing demand delivery within a final reasonable period which shall not be less than one week. If Seller fails to deliver within such final period and this is not due to any circumstance for which Buyer is responsible, Buyer may, by written notice to Seller, terminate the Contract in respect of that part of the goods which cannot be taken into use due to delay.

In case of such termination Buyer shall also be entitled to compensation for the loss he suffers because of Seller’s delay to the extent that the loss exceeds the maximum of liquidated damages which Buyer may claim under this clause. This compensation shall not exceed 5 per cent of that part of the item price which is properly attributable to the part of the goods in respect of which the contract is terminated.

Except for liquidated damages and termination of the contract with limited compensation under this clause, all other claims in respect of Seller’s delay are excluded. This limitation shall no apply, however, where Seller has been guilty of willful misconduct or gross negligence and Buyer can show an adequate causal link between the deficiency claimed and the delay incurred.

5. SHIPMENT.
If a trade term has been agreed, it shall be interpreted in accordance with the INCOTERMS in force at the formation of the contract.

In the case of delivery under terms such as EXW, FCA, FAS or FOB (Incoterms 2000) where Buyer has not specified the means of transportation, Seller will select the carrier and route at his own discretion. In the case of deliveries under terms such as CIP, CPT, DAF, DES, DEQ, DDU or DDP (Incoterms 2000), Seller is free to select the means of transport.

In the case of delivery directly from the manufacturer, delivery of the goods shall be deemed effective once the goods have been made available to Buyer at the place named by the manufacturer, and Seller shall have no liability for any delay in such delivery.
Packaging is non returnable unless otherwise is agreed.

6. INSURANCE.
In the case of CIF and CIP deliveries (Incoterms 2000) Seller will insure the goods to the delivery point named in the sales conditions ”All risks named in A-conditions” according to Norwegian terms for transport insurance of goods.

7. DRAWINGS AND DOCUMENTATION.
Drawings and other forms of documentation which is licensed or by other regulations protected and copyrighted the documentation will remain the intellectual property of Seller and must not be copied, distributed or used for other purposes without written permission from Seller or owner if other than Seller.

8. QUALITY AND INSPECTION OF THE GOODS.

To the extent that the nature of the goods and the delivery permits, Buyer shall on receipt check and carefully inspect the goods against the shipping documents and further satisfy himself that the goods delivered are in accordance with the contract. Any claims based on the inspection must be submitted in writing pursuant to clause 10 a) and b).

Buyer is liable for ensuring that all technical data and the goods in their entirety conform to his requirements and demands.

9. DEFECTS
A defect is deemed to exist if the goods are not in accordance with the contract and, unless otherwise agreed, generally accepted industry standards and pursuant to prevailing Norwegian legislation and regulations. Seller is not responsible for defects arising out of material provided by Buyer or a design stipulated by him.

Seller is liable for a defect only if Buyer has given written notice of the defect pursuant to clause 10 c). The notice to Seller shall contain a specific description of the defect. If there is reason to believe that the defect may cause damage, notice shall be given forthwith.

After receipt of a written notice from Buyer, Seller shall remedy the defect. Seller may, at its sole discretion, either chose to repair the defective part or provide to Buyer replacement parts free of charge.

Remedial work shall be carried out at Buyer’s premises unless Seller finds it appropriate to have the defective part or the goods sent to him for repair or replacement at his own premises.

All work and costs in connection with the replacement are carried out at Buyer’s own risk and expense. This include, but are not limited to, all work and costs connected to dismantling and reassembly of the defective part and/or other items in order to get access to the defective part, all transport, freight and forwarding costs, board and lodging costs, lift operations and any other costs in connection with the replacement, regardless of whether the replacement finds place onshore or offshore.  

Seller’s liability does not cover defects caused by circumstances which arise after the risk has passed to Buyer. This include but are not limited to defects that are the result of the goods not having been assembled or installed in compliance with prevailing standards and instructions, normal wear and tear or deterioration, incorrect use or operation and insufficient maintenance, installation, repair or modifications not carried out by Seller.

If Buyer gives notice as referred to in this clause, and no defect is found for which Seller is liable, Seller shall be entitled to compensation for any work or costs which he has incurred as a result of the notice.

Seller’s liability for defects under the contract is limited to defects which appear within a period of twelve months from the date of delivery of the goods. For goods which have been replaced, Seller shall have the same liability for defects as for the original goods for a period of three months. Seller shall, however, have no liability for defects in any part of the goods for more than six months from the start of the liability period.

If Seller fails to fulfill his obligations under this clause within a reasonable time, Buyer may by written notice require him to do so within a final time limit. If Seller fails to fulfill his obligations within that time limit, Buyer may at his option:

a) have the necessary remedial work carried out and/or have new parts manufactured at Seller’s risk and expense, provided that Buyer proceeds in a reasonable manner, or
b) demand a reduction of the agreed contract price for the goods in question, not exceeding 15 per cent thereof.

If a defect is substantial, Buyer may terminate the contract by written notice to Seller. In case of termination, Buyer shall be entitled to compensation for the loss he has suffered. The compensation shall not, however, exceed 10 per cent of the agreed contract item price for the goods in question.

Seller shall have no liability for defects save as stipulated in this clause.

10. CLAIMS.
All claims must be submitted in writing.

Claims regarding:

a) Damage incurred in transit or an insufficient number of packages delivered shall be submitted immediately upon receipt of goods. The damage, deficiency or missing number of packages must be specified on the consignment document and be signed by the driver. Buyer must submit documentation of such damages or insufficiencies to the appropriate haulage contractor.

b) Deviations to Purchase Order requirements and insufficient contents of packaged goods shall be made in writing to the Seller immediately on receipt of the goods and no later than 7 days after arrival, specifying the discrepancies.

c) Defective goods must be reported without undue delay after the defect has or ought to have been discovered and under no circumstances later than 1 year after receipt of goods.

d) Delays in delivery must be notified in writing to Seller immediately and not later than 7 days after delivery should have been completed.

If Buyer fails to submit claims within the time limits set forth in this clause 10, he loses his right to submit a claim.

11. RETURNS.
Seller will not accept the return of goods unless this has been agreed with Buyer. Specially ordered goods not stocked by Seller will not be accepted in return, unless a prior agreement for such return exists. The returned goods must be unused and in the same condition as it was upon delivery and in its original packaging where this is used. Goods of the same type are to be sorted in the same way as when delivered from stock.

Returns are carried out at Buyer’s own risk and expense, unless the returns are the result of circumstances that are the responsibility of Seller. A return charge will be considered in each case individually. However, if the return is not due to defects or the delivery, a minimum return fee can be negotiated for standard stock material.

Freight cost linked to the return of goods will be charged to Buyer. The return of cut lengths of pipe sections will in principle not be accepted.

12. FORCE MAJEURE.
Neither of the parties shall be considered in breach of an obligation under the contract to the extent the party can establish that fulfillment of the obligation has been prevented by a force majeure situation. In the event of a force majeure situation, both parties are entitled to request that the delivery date is postponed. Seller and Buyer can wholly or in part terminate the transaction if the force majeure situation lasts for more than 360 days.

If one of the parties intends to invoke force majeure, the party in question must notify the other party of this without undue delay.

The term force majeure is taken to mean incidents outside the control of the party in question, which he can not have foreseen at the time of entering into the agreement, or whose consequence he could not reasonably have avoided or overcome.

13. LIMITATION AND EXCLUSION OF LIABILITY
Seller is not liable for any indirect or consequential losses. Indirect or consequential losses according to this clause include, but are not limited to, working expenses,  loss of rent, loss of earnings, loss of profit, loss of production, damage to person or property caused by the goods and claims by third parties. This limitation in Seller’s liability shall not apply, however, if he has been guilty of willful misconduct or gross negligence.

Seller’s maximum liability for breach of contract, including liability in accordance with clause 4 and 9, and regardless of whether the contract is terminated or not, shall be limited to 50 % of the item price of the goods in question.

14. SELLER’S LIEN - OWNERSHIP.
In accordance with Section 3-14 and 3-22 of the Norwegian Act on Mortgages (Lov Om Pant) Seller retains a lien on (ownership of) the goods delivered until the purchase price, including interest and other charges, are paid in full.

Seller is also entitled to demand other forms of security for the invoiced amount. A claim of this kind can be made once the order is accepted by Seller, and until delivery of the goods have been completed.

15. CHOICE OF LEGISLATION AND LEGAL VENUE.
This agreement is governed by Norwegian law, and legal disputes arising out of this agreement shall be resolved pursuant to Norwegian legislative procedure. In the first instance, an attempt will be made to resolve the dispute between the parties through negotiations. If an agreement is not reached, the dispute will be forwarded to the ordinary courts. The legal venue is Seller’s court of domicile.

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