GENERAL TERMS AND CONDITIONS

for Øwre-Johnsen as, regarding Divako (“ SUPPLIER ”)

DELIVERY OF SERVICES

1. SCOPE

These general terms and conditions ( "Terms" ) automatically apply to all Services offered by the Supplier or its affiliated company to all commercial customers ( "Customers" ).

The Services are not offered to consumers.

2. DEFINITIONS

"Force Majeure event": an event beyond the control of the Customer or the Supplier (including the Supplier's suppliers or its subcontractors) which prevents the performance of its obligations under the Contract, provided that such an event could not reasonably be foreseen at the time of entering into the Contract and that the Party which is influenced not within the limits of reasonableness could have avoided or overcome it or its consequences.

"GDPR": the EU's privacy regulation (2016/679) or the privacy legislation currently in force under Norwegian law.

"Purchase order": a written request from a Customer to the Supplier for the delivery of Services that appears in the Offer.

"Contract": a written agreement between the Supplier and the Customer (the "Parties" ) regarding the delivery of Services, which consists of the Purchase Order, Order Confirmation and the Terms.

"Customer" : the legal company whose name appears in the Order Confirmation

"Order confirmation" : a written document issued by the Supplier that accepts the delivery of Services as requested in the Purchase Order and that confirms the Service, the price and time of delivery.

“Written”: includes electronic communications.

"Offer" : a written statement from the Supplier specifying the price, time of delivery and any guaranteed delivery date.

"Services ": the services offered by the Supplier at any time.

3. CONCLUSION OF CONTRACT

A potential or existing Customer who is interested in ordering Services can either send the Supplier a Purchase Order or a written request for an Offer before sending the Purchase Order.

Offers are not, and shall not be considered to constitute, a binding obligation to deliver Services.

By submitting a Purchase Order, the Customer is deemed to have accepted these Terms and Conditions, including acceptance that these Terms and Conditions shall take precedence over any other form of terms (express or implied by law or otherwise), including the Customer's general terms and conditions included in the Purchase Order or other communication from The customer to the Supplier. In the event of a conflict between the contract documents, they must be interpreted in the following order: 1) The terms and conditions 2) The order confirmation, and 3) Purchase order.

A binding Contract for the sale of Products is considered concluded when the Customer accepts the Order Confirmation without reservation in writing within 90 days after it has been sent from the Supplier.

The customer cannot transfer an Order Confirmation or Contract to a third party and any attempted transfer will not be binding on the Supplier.

Contracts cannot be changed or canceled without written consent from the Supplier and consent can be withheld if the Customer does not indemnify the Supplier for any costs or losses incurred as a result of the change or cancellation in question.

4. SERVICES

Oversikt over våre Tjenester er tilgjengelig på Divako.no og ved forespørsel per e-post til info@divako.no.

The services are only available to traders and not to consumers. The contracts are not subject to consumer legislation and Customers are therefore not protected by such legislation.

Any description of the Services is indicative and shall only be binding if and to the extent that the Supplier explicitly refers to it in an Order Confirmation.

The supplier is not responsible for whether the Service is suitable for the customer's intended use. The customer is responsible for the Service being suitable for the customer's purposes. No statements, recommendations or assistance given by the supplier to the customer in connection with the Service shall constitute or be interpreted as a representation or warranty of any kind. Any implied terms and any statutory warranties shall be excluded to the extent possible under applicable law.

The supplier reserves the right to remove or change the list of Services without notifying the customer.

Specific terms of service from the Customer are only binding if the Order Confirmation includes an express commitment from the Supplier to offer Services with specific terms.

5TH PLACE

The services will be delivered at the location(s) mentioned in the Order Confirmation.

6. PRICE

The price for Services will be stated in the Order Confirmation.

All amounts the Customer must pay in accordance with the Contract are without value added tax (VAT). If a supply which is considered taxable for VAT purposes is made in accordance with the Contract by the Supplier to the Customer, the Customer shall, on receipt of a valid VAT invoice from the Supplier, pay the additional amount to the Supplier at the same time as the Customer pays the other costs for the delivery of Services.

The supplier reserves the right to adjust agreed prices for Services before an Order Confirmation is sent, if this is deemed necessary to reflect changes in currency, increases in material costs or the subcontractor's prices, changes in customs duties or other taxes, government interventions, increased wages or other situations that directly affects the price and where the Supplier has limited or no control.

7. PAYMENT

Payment must be made against an invoice, which can be sent electronically in accordance with the payment terms specified in the Order Confirmation.

The customer must pay the invoice from the supplier:

(a) within 30 days of the invoice date; and

(b) in full with cleared funds in a bank account specified by the Supplier.

Interest on arrears runs from the due date at the highest permitted rate according to current legislation. The supplier reserves the right to transfer the claim to a debt collection agency at the customer's expense.

The customer does not have the opportunity to offset any outstanding amounts against payment for the Service. The supplier can exercise offsetting for Services that have been delivered but not paid for.

8. TIME FOR DELIVERY OF SERVICES

Services must be delivered on the dates specified in the Order Confirmation.

If the Supplier does not deliver the Services by the agreed date, the Customer has the right to set a written deadline of a minimum of 90 days. If the Services are not delivered within such a deadline set by the Customer, the Customer has the right to terminate all or part of the Contract by giving notice in writing, in which case the Supplier has no liability towards the Customer.

If the delivery of Services is delayed due to Force Majeure, the Supplier's obligations are suspended for as long as the situation lasts, provided that the Supplier informs the Customer of the situation without undue delay after becoming aware of the delay.

If the Supplier's fulfillment of its obligations under the Contract is prevented or delayed by action or omission on the part of the Customer or failure to perform a relevant obligation on the part of the Customer, including payment of undisputed invoices:

(a) the Supplier shall, without otherwise limiting its rights, have the right to postpone the delivery of Services until the Customer rectifies the default, and the Supplier shall be exempt from any obligation insofar as the Customer's default prevents the Supplier from performing its obligations; and

(b) The Supplier shall not be liable for costs or losses incurred by the Customer directly or indirectly as a result of the Supplier failing or being delayed in fulfilling its obligations; and

(c) Upon written request from the Supplier, the Customer shall reimburse costs or losses incurred by the Supplier as a direct or indirect consequence of the Customer's default.

9. APPROVAL

If the customer considers the Services to be incomplete or defective, the customer must immediately send a complaint to the Supplier. Failure to do so will be deemed acceptance of the Services.

10. INTELLECTUAL RIGHTS

All intellectual property rights that exist in or in relation to the Services are and shall remain the property of the Supplier or (possibly) third parties. The customer must not use the rights without authorization nor authorize anyone else to do so.

Nothing in the Contract shall be construed as a transfer of any intellectual property rights to the Services or documentation provided to the Customer.

The Supplier shall indemnify the Customer and defend the Customer against any claim alleging that any part of the Services infringes third-party intellectual property rights.

11. LIMITATION OF LIABILITY

The Supplier is only liable in accordance with a Contract for documented direct losses and consequently the Supplier is not liable for any consequential damages or indirect losses as a result of delays or defects relating to Services.

The Supplier's overall liability towards the Customer, whether based on contract, tort (including negligence or breach of statutory duty), compensation, due to misrepresentation or other legal theory, shall be limited to monetary damages with an amount not exceeding the accumulated value of the Agreement.

These limitations do not apply if the loss is solely the result of the Supplier having exercised gross negligence or intentional acts or omissions, and/or other claims from the Supplier against the Customer for infringement of intellectual property rights, confidentiality or other obligations the Customer is required to undertake.

12. TERMINATION

The Supplier may suspend or withhold delivery to a Customer and/or terminate a Contract if

• The customer goes bankrupt, initiates debt negotiations or enters into some form of agreement with creditors or applies for protection from his creditors, or has demonstrably acknowledged insolvency, and/or
• The customer unreasonably or systematically fails to pay overdue undisputed amounts, and/or
• The customer is guilty of material breach of other obligations in accordance with the Contract, and/or
• The customer acts in such a way that the supplier has justified reason to expect default due to financial circumstances

unless it is sufficiently proven without undue delay that the Customer can perform its obligations in accordance with the Contract

13. FORCE MAJEURE

Neither party shall be liable for damage or loss that the other party has incurred as a result of a Force Majeure event.

Each party must notify the other party immediately when it becomes aware of a Force Majeure event. The parties must make every reasonable effort to minimize the effect the event has on obligations under the Contract.

The supplier can postpone the delivery of Services if it is prevented from or delayed in running its business as a result of a Force Majeure event.

If a Force Majeure event prevents one of the parties from performing its performance under the Contract for a continuous period of 90 days, each of the parties may terminate all or part of the affected Contract.

14. INFORMATION OUTSIDE THE CONTRACT

The customer acknowledges that it does not rely on any obligation, promise, assurance, statement, representation, guarantee or understanding (written or oral) relating to conditions under a Contract other than what is expressly stated in the Contract.

15. USE OF SUBCONTRACTORS

The supplier may use subcontractors to design, develop or deliver Services or parts thereof.

16. ASSIGNMENT AND TRANSFER

The supplier may at any time assign or transfer a Contract or rights or obligations pursuant to 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 part of the business in the company.

The Supplier has the right to transfer or assign its rights to some or all invoices (customs receivables) for financing purposes, to any recognized (based on the Supplier's decision) bank or other financial institution, only by notifying the Customer of this.

The customer has no right to either sell all or part of the Services, or assign or transfer any rights

or obligations under a Contract without the written consent of the Supplier.

17. PROCESSING OF PERSONAL INFORMATION

The supplier may collect, store and process personal data, including (but not limited to) name and contact information. The supplier's purpose for such processing of such information is to be able to fulfill its obligations towards the customer in accordance with the contract, including entering into and executing the contract, handling customer relations, guarantee management and payment transactions.

The supplier must take sufficient measures to ensure the protection of personal data and only store personal data for as long as is necessary for the business relationship. Personal data that the Supplier collects is subject to the applicable data protection regulations (“GDPR”). To ensure compliance with the regulation, we have drawn up a privacy policy which is available https://app.divako.no/privacy_policy

18. PARTIAL INVALIDITY

If one or more of the provisions in a Contract is considered invalid, illegal or unenforceable, this shall not affect or weaken the validity, legality or enforceability of the other provisions in the Contract.

19. INTERNATIONAL SANCTIONS

The customer warrants that it or its operations are not in violation of, or are being investigated by or are expected to be investigated for violations of any sanctions issued by Norway, the United States, the United Kingdom, the European Union or the United Nations or other national or local sanctions laws. 

The Customer shall reimburse and indemnify the Supplier for all costs, claims, losses, actions, penalties, fines, fees incurred in connection with a breach of the obligations relating to sanctions.

20. CHOICE OF LAW AND JURISDICTION

Any dispute arising as a result of a Contract or in connection with its subject matter or formation (including non-contractual disputes or claims) shall be resolved in accordance with Norwegian law.

The parties agree that the courts in Norway shall have jurisdiction over any dispute or claim arising out of or in connection with all Contracts or its subject matter or formation (including non-contractual claims).