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 associated company to all commercial customers (“ Customers ”).
The services are not offered to consumers. (Municipalities, co-owners, and others who may choose to provide access to end-users, but they are not the Customer under these terms).
2. DEFINITIONS
“ Force Majeure Event “: means an event beyond the control of the Customer or the Supplier (including the Suppliers) suppliers or its subcontractors) which prevent the performance of its obligations under the contract, provided that such event could not reasonably be foreseen at the time of the conclusion of the contract and that the party affected is not within reasonable limits to whereas they could have avoided or overcome the consequence or its consequences.
" GDPR ": EU privacy regulation (2016/679) or the privacy legislation in force at any time under Norwegian law.
" Purchase Order ": a written request from a Customer to the Supplier for the delivery of Services stated in the Offer.
“ Contract “: means a written agreement between Supplier and Customer (“ Parties “) regarding the provision of Services, which consists of a Purchase Order, Order Confirmation, and the Terms.
" Customer ": the legal company whose name appears on the Order Confirmation
" Order Confirmation ": a written document issued by the Supplier that accepts the delivery of Services requested in the Purchase Order, confirming the Service, the price, and delivery time.
" Written ": includes electronic communication.
" Offer ": a written declaration from the Contractor specifying the price, delivery time, and any guaranteed delivery date.
" Services ": the services offered by the Supplier at any time.
3. CONCLUSION OF THE 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 a Purchase Order.
Offers are not, and shall not be considered to constitute, a binding obligation to provide Services.
By submitting a Purchase Order, the Customer is deemed to have accepted these Terms, including accepting that these Terms shall take precedence over any other form of terms (expressed or implied by law or otherwise), including the Customers general terms and conditions included in the Purchase Order or other communication from the Customer to the Supplier. In case of conflict between the contract documents, they shall be interpreted in the following order: 1) The Terms, 2) The order confirmation, and 3) Purchase order.
A binding Contract for the sale of Products is considered active when the Customer accepts, without reservation in writing, the order confirmation within 90 days after it has been sent from the Supplier.
The Customer may not transfer an Order Confirmation or Contract to a third party, and any attempt at transfer will not be bound to the Supplier.
Contracts may not be changed or canceled without the written consent of the Contractor, and consent may be withheld if the Customer does not keep the Supplier indemnified for any costs or losses incurred as a result of the relevant change or cancellation.
4. SERVICES
A list of our Services is available upon request by e-mail to info@divako.no.
The services are only available to enterprises and not to consumers. The contracts are not subject to consumer legislation, and customers are thus not protected by such legislation.
Any description of the Services is indicative and shall only be binding if, and to the extent, 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 that the service suits the Customer's purpose. No statements, recommendations, or assistance given by the Supplier to the Customer in affiliation with the Service shall constitute or be interpreted as a representation or guarantee of any kind. Any implied terms and any warranty under the law should be excluded to the extent possible under applicable law.
The Supplier reserves the right to remove or change the list of Services without notice to the Customer.
Specific terms of service from the Customer are only binding if the Order Confirmation includes an express obligation from the Supplier to offer Services with specific terms.
5TH PLACE
The services will be delivered at the place/places mentioned in the Order Confirmation.
6. PRICE
The price for Services will appear on the Order Confirmation.
All amounts the Customer must pay in accordance with the Contract are without value-added tax (VAT). If a delivery that is considered taxable for VAT purposes in accordance with the Contract of the Supplier to the Customer, The Customer shall, upon 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 considered necessary to reflect changes in currency, increases in material costs or subcontractor prices, changes in customs duties or other taxes, government intervention, increased wages, or others situations that directly affect the price and where the Supplier has limited or no control.
7. PAYMENT
Payments shall be made against an invoice, which can be sent electronically in accordance with payment terms such as
specified in the Order Confirmation.
The Customer must pay an invoice from the Supplier:
(a) within 30 days of the billing date; duck
(b) in full with trusted funds in a bank account specified by the Supplier.
Interest on arrears runs from the due date at the highest permitted rate per current legislation. The Supplier reserves the right to transfer the claim to a debt collection agency at the Customer's expense.
The Customer is not entitled to set off any unpaid amounts against payment of the Service. The Supplier may charge offsets for Services that have been provided 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 provide the Services by the agreed date, the Customer has the right to set a written deadline for a
minimum of 90 days. Suppose the Services have not been delivered within such a deadline set by the Customer. In that case, the Customer has the right to terminate all or part of the contract by giving notice in writing, in which case the Contractor has no responsibility to The Customer.
If Delivery of Services is delayed due to Force Majeure, the Supplier's obligations will be suspended for that time the situation lasts, provided that the Contractor notifies the Customer of the situation without undue delay after having become aware of the delay.
If the Contractor'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 Contractor shall, without limiting his other rights, have the right to postpone the provision of Services until The Customer rectifies the breach, and the Supplier shall be exempt from any obligation as far as the Customer's breach prevents the Supplier from fulfilling its commitments; duck
(b) The Supplier shall not be liable for costs or losses incurred by the Customer directly or indirectly due to the Contractor failing or being delayed in fulfilling its obligations; duck
(c) Upon written request from the Contractor, the Customer shall reimburse costs or losses incurred by the Contractor as a direct or indirect consequence of the Customer's default.
9. APPROVAL
If the Customer considers the Services incomplete or insufficient, the Customer must immediately send a complaint to The Supplier. Failure to do so will be deemed acceptance by the Services.
10. INTELLECTUAL PROPERTY RIGHTS
All intellectual property rights that exist in or in relation to the Services are and shall remain the Supplier's or (possibly) third party ownership. The Customer shall not use the rights unauthorized nor authorize anyone else to do it.
Nothing in the Contract shall be construed as a transfer of any intellectual property rights to Services or documentation delivered to the Customer.
The Supplier shall indemnify the Customer and defend the Customer against any claim that any part of Services infringes the intellectual property rights of third parties.
11. LIMITATION OF LIABILITY
The Contractor is only liable under a Contract for documented direct losses, and consequently, the Contractor is not liable for any consequential damages or indirect losses due to delay or defects related to Services.
Furthermore, the Contractor is not responsible for any of the following types of losses or defects that may occur from or in connection with a Contract:
(i) unloads due to,,, or expected savings,
The Supplier's total liability to 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 in an amount not exceeding the accumulated value of the Agreement.
These restrictions do not apply if the loss is solely a result of the Contractor having exercised gross negligence or willful acts or omissions, and/or other claims from the Supplier against the Customer for breach of intellectual property rights, confidentiality, or other obligations imposed on the Customer.
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 of its creditors, or has demonstrably acknowledged insolvency, and/or
- The Customer unjustifiably or systematically fails to pay overdue undisputed amounts and/or
- The Customer is guilty of a material breach of other obligations under the contract and/or
- The Customer acts in such a way that the Supplier has a legitimate reason to expect default due to a non-financial relationship
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 responsible for damage or loss incurred by the other party due to a Force Majeure event.
Each participant must notify the other participant immediately when it becomes aware of a Force Majeure event. The parties must make every reasonable effort to minimize the effect of the incident on obligations under the contract.
The Supplier may postpone the provision of Services if it is prevented from or delayed in conducting its business following a Force Majeure event.
If a Force Majeure event prevents one of the parties from performing its performance under the contract in a continuous period of 90 days, each party may terminate all or part of the affected contract.
14. OUTSIDE CONTRACT INFORMATION
The Customer acknowledges that they do not trust any obligation, promise, insurance, statement, representation, warranty or
understanding (written or oral) relating to matters under a Contract other than that expressly stated in the Contract.
15. USE OF SUBCONTRACTORS
The Supplier may use subcontractors to design, develop or deliver Services or parts thereof.
16. TRANSFER
The Contractor may at any time assign or transfer a Contract, rights, or obligations under any Contract to another company which at the time of 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 its rights to some or all invoices (accounts receivable) 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 does not have the right to either sell all or part of the Services or transfer any rights or obligations under a Contract without the written consent of the Contractor.
17. PROCESSING OF PERSONAL INFORMATION
The Supplier may collect, store and process personal information, including (but not limited to) names and contact information. The Supplier's purpose with such processing of such information is to be able to fulfill their obligations to the Customer in accordance with the contract, including the conclusion and execution of the contract, customer relationship management, warranty management, and payment transactions.
The Supplier shall take sufficient measures to ensure the protection of personal data and only store personal information for as long as is necessary for the business relationship. Personal information that the Supplier collects is subject to applicable privacy rules (“GDPR”). To ensure compliance with the regulation, we have prepared a privacy statement which is available at https://app.divako.no/privacy_policy
18. PARTIAL DISABILITY
If one or more of the conditions of a contract is deemed invalid, illegal, or unenforceable, it shall not affect or weaken the validity, legality, or enforceability of the other provisions of the contract.
19. INTERNATIONAL SANCTIONS
The Customer guarantees that their business is not in conflict with, or investigated by, or expected to be investigated for violations of any sanctions issued by Norway, the United States, the United Kingdom, the EU or the UN, or other national or local sanctions laws.
The Customer shall reimburse and hold the Supplier indemnified for all costs, claims, losses, actions, penalties, fines, and fees incurred with breaches of obligations related to sanctions.
20. LAW OF LAW AND LAW JURISDICTION
Any dispute arising out of a Contractor in connection with its subject matter or formation (including non-contractual disputes or claims) must be resolved in accordance with Norwegian law.
The parties agree that the courts in Norway shall have jurisdiction over any dispute or claim that arises as a result by or in connection with all Contracts or their subject matter or formation (including non-contractual claims).