Sales and Delivery Terms The terms and conditions below shall apply to all deliveries and orders unless otherwise agreed in writing and confirmed by KE Fibertec AS, hereinafter referred to as ”KE”.
1 The Customer’s orders shall not be considered binding for KE until the Customer has received a written order confirmation. The specified prices are net prices, ex works, excluding packaging and charges. Security for the full amount can be demanded at any time, e.g. in the form of a bank guarantee.
2 KE’s services cover only the parts specified in the order confirmation. Any drawings, illustrations and technical data in catalogues etc. are for reference only and KE cannot be held liable for any errors or misinterpretations in this material. The ownership of all drawings, descriptions, proposals, specifications, and the like, which come with bids or deliveries, shall remain KE’s property just like any knowhow, technical and production processes related to the design and manufacturing of KE’s items shall belong to KE. These may not be used, copied, reproduced, surrendered or otherwise brought to the attention of third parties without KE’s consent.
3 Prices All orders are registered at the prices applicable on the date of the order unless the order is subject to a binding offer. Prices are calculated ex works and apply in the currency and for the products and services stated in the order confirmation. The prices are exclusive of VAT and packaging and are based on the exchange rates and prices of materials, staff costs, transport costs and charges in force at the date of order confirmation. If the prices of the offered or agreed delivery increase as a result of changes in cost prices, commodity prices, currency exchange rates, freight, customs duties, taxes, charges and the like, KE shall have the right to adjust the prices offered to and/or agreed with the Customer by the same percentage, including the entire amount of the increase. The foregoing shall apply regardless of whether the delivery is included in a price list used by KE. As regards deliveries included in one of the price lists used by KE, the price is determined based on the price list in force at the time of delivery. KE reserves the right to apply dispatch or readjustment fees for smaller deliveries. If the Customer would like to make changes to the order/ specifications, the Customer shall cover the thereto associated costs according to a statement from KE.
4 Payment Unless otherwise stated in the order confirmation, payment shall be net and made in cash on delivery. If the payment deadline is exceeded, KE will charge interest on overdue payment amounting to 2% for each commenced month. The purchase price is due for payment when the shipment is reported ready for delivery. If the Customer fails to authorise the shipping, KE shall have the right to store and insure the service at the Customer’s expense. Where the Customer, despite a written request to collect the item, fails to do so within 30 days of the sending of such, KE shall have the right to sell the item on behalf of the Customer in the best possible way, or alternatively, if that is not possible, destroy the product, while the entire
purchase sum plus costs incurred shall automatically fall due for payment immediately. If it has been agreed that the purchase price will be paid in instalments, KE may consider the entire purchase price due if an instalment is not paid on time. In case of partial deliveries, each delivery shall be paid. Overdue payment shall be regarded as material breach entitling KE to terminate all further deliveries as well as to claim all receivables for immediate payment, whether due or not. The Customer may not set off any counter claims unless authorised by KE.
5 Delivery Delivery is made ex works in accordance with Incoterms 2020. Shipments are arranged by KE at the Customer’s expense and risk. Insurance of the Customer’s transport risk shall be arranged by KE if so agreed upon in writing. The specified time of delivery is provided by KE to the best of KE’s judgement in accordance with the conditions that existed at the time of contract formation. If the parties have agreed on a delivery date, delivery up to 1 week before or after the specified delivery date shall in all respects be regarded as a timely delivery. KE may request postponement of the delivery if the Customer has requested changes to the order, in the event of force majeure, cf. item 9, as well as when the work on the delivery has to be suspended or is delayed because of official acts. If the delivery is considerably delayed, the Customer can terminate the agreement by a written notice. If the delay concerns equipment manufactured according to the Customer’s instructions, or if due to the nature of the equipment it is not normally kept in stock by KE, the agreement may only be terminated if the delay is more than 4 weeks and if it causes the Customer to basically fail to reach his objective in purchasing the equipment. Provided that the Customer can prove that the delay is due to errors or neglect on the part of KE, and that the Customer has suffered losses, the Customer shall be entitled to damages for the losses he has incurred. However, the damages cannot exceed 1% of the agreed payment per full week of delay and may amount to up to 10% of the agreed payment in total. The Customer may not claim compensation for delay for coverage of the Customer’s operating losses, loss of profits, day fines or other indirect loss. If the Customer requests packaging, or if KE considers packaging to be necessary in order to ensure safe delivery, the Customer shall cover all related costs. The packaging cannot be returned. KE’s storage provisions sent together with the order confirmation shall apply.
6 Defects Upon delivery the Customer must immediately and not later than 3 days from the date of receiving the product inspect the goods as required for proper commercial use. If the Customer wishes to invoke a defect, the Customer must notify KE thereof as soon as the defect is or should have been discovered, specifying what the defect is. If the Customer has or should have discovered the defect and the Customer has not filed a complaint, the Customer may not invoke the defect at a later time. Return of goods is accepted only after signing a prior written agreement. Design warranty on technical operation KE provides a 1-year design warranty on the technical operation of the system (pulsations, pressure loss and air velocity in the occupied zone) provided that this has been specifically stated in the order confirmation. The design warranty covers the first full year of operation with heating and, if relevant, cooling requirements. There has to be a complete adjustment and balancing report describing the
current operating conditions and demonstrating the defect in KE’s design. The adjustment and balancing report shall be prepared by an authorized adjusting and balancing company or by a consulting engineer. In all cases, KE reserves the right to perform measurements on the ventilation system on its own before accepting a design warranty claim. Liability for defective performance If defects are found in KE’s delivery in relation to what has been stated in the order confirmation, KE’s liability for defective performance will apply for a period of 12 months from the start-up date, but no longer than 18 months from date of invoice. The scope of KE’s liability for defective performance is as follows: • Within the above period KE undertakes to rectify all defects in the delivered goods by repair or replacement as KE deems fit. • KE’s obligation to remedy defects is subject to the customer being able to prove that the delivered goods are defective and is able to document that the goods have been stored, installed and put into operation properly and in compliance with the mounting instruction and “Nice to know” leaflet found in the carton. • KE’s obligation becomes void if components that have not been manufactured or approved by KE are used in connection with KE’s delivered goods. This obligation does not apply in case of unsuitable and/or improper use of the delivered goods, including deviations relating to the agreed specifications. • KE’s obligations include only salaries and materials that are directly associated with the remedying of defects. All other costs relating to a defect, including transport, standoff pay, subsistence allowances, accommodation and costs for disposal of or destruction of defective parts shall be of no concern to KE. The Customer shall bear all the expenses for dismantling, return and shipping, refitting and start-up etc. • All work is performed in accordance with the Customer’s design material, description and drawings. The Customer shall ensure that the delivery is sufficient and/or adequate for solving the Customer’s problem in relation to capacity as well as in every other respect. The Customer warrants that all information and claims made by the Customer are accurate and complete, and that the drawings etc. delivered by KE are approved by the Customer and used in accordance with the information given. • The order is executed in accordance with the information in the Customer’s order and any other information received from the Customer regarding the service ordered. KE assumes no liability for errors or omissions in the service, due to the content of information received from the Customer. • KE assumes no project, design, capacity, planning or structural liability for errors and/or defects related to the use or non-use of the produced items. • KE’s liability shall only extend to defects occurring under the working conditions outlined in the agreement, provided that the delivery has been used correctly. KE’s liability does not cover defects caused by material supplied by the Customer, structures prescribed/specified by the Customer, improperly conducted preparatory work on the Customer’s part and circumstances occurring after the takeover, including defects resulting from inadequate maintenance or incorrect treatment on the Customer’s part, changes in the delivery made by the Customer without KE’s written consent, incorrect repairs by the Customer and normal wear and deterioration. KE has no responsibility for defects other than the above. This shall apply to each and every operating loss the defects might cause, including loss of profit and other financial