1. GENERAL

These GSC apply to all deliveries of goods and services from Autronica Fire and Security AS (AFS), unless otherwise agreed to in advance in writing by AFS. The GSC supersede all other documents concerning goods and services, including Buyer’s purchasing conditions if any. These GSC are updated from time to time and the most current version prevails. The GSC can only be changed upon both parties’ mutual written acceptance.

The following terms have the following meanings:

    Contract means the specific written agreement for the sale of goods, services and subscriptions by AFS to Buyer or, if there are none, AFS’s quotation and, when applicable, the written confirmation of order (in either case including their appendixes).

    FAT means Factory Acceptance Tests.

    Party/Parties refers to AFS and/or Buyer.

    Buyer means the company, entity or individual described in the Contract.

    Specifications means the technical definition and/or description stipulated in the Contract or, in the absence of such stipulation and for all aspects not covered, AFS’s technical definition and/or description in force at the Contract date.

2. SCOPE OF WORK

The scope of supply and performance are specified in AFS’s order confirmation. Goods or services not covered in the order confirmation will be charged additionally. Additional terms in Annexes I-IV apply for software subscriptions such as, but not limited to, AutroMaster.

3. DRAWINGS AND TECHNICAL DOCUMENTATION

3.1 All drawings and technical documentation, relating to the goods or their manufacture, installation or commissioning submitted by AFS, prior or subsequent to the formation of the Contract remain AFS property and shall not, without AFS’s prior written consent, (a) be used for any other purpose than that for which they were provided, (b) otherwise be used or copied, reproduced, transmitted, or communicated to a third party (except to the end customer of the goods as disclosed by Buyer and agreed to in the Contract) or (c) be used for the manufacture, design or any other unauthorised purpose.

3.2 At any time before AFS delivers final drawings to Buyer, AFS reserves the right to make any necessary alterations to the drawings and technical documentation without prior notice.

3.3 All weight data shall be considered as approximate indications only, unless expressly confirmed in writing as binding by AFS.

3.4 AFS shall, within the delay specified in the Contract, provide information and drawings necessary to permit Buyer to operate and maintain the goods. Such information and drawings must be supplied in the number of copies agreed upon in the Contract or at least one copy of each. AFS is not obliged to provide manufacturing drawings for the goods or for spare parts. Unless agreed otherwise by the parties, the information and drawings are available in Norwegian or English.

4. PRICES

Unless otherwise stated in the Contract, all prices are EXW AFS premises, Trondheim, Norway Incoterms® 2020 (or if the transaction takes place in Denmark, EXW AFS premises, Hvidovre, Denmark Incoterms® 2020) listed in the valid currency, excluding value added tax, general tax and all other applicable tax and any special costs for specific packaging requested by Buyer. All prices are subject to import, tax and duty regulations. AFS may change prices due to increases in material costs related to tariffs, import duties, trade restrictions, epidemics, market conditions, or the currency exchange rates.

AFS may increase prices due to Buyer changes or corrections to the Specifications, information, or terms and conditions on which the Contract was based, or due to interruptions, delays, errors, or mistakes affecting the installation or commissioning for which AFS is not responsible. If the transaction takes place in Denmark, orders below DKK 1.000,00 excluding VAT are subject to a handling fee.

5. PAYMENT

A. Invoices are due for payment within 30 days from the invoice date. AFS may charge interest on overdue amounts at the applicable interest rate in accordance with the applicable legal rate (in Norway, the Norwegian Ministry of Finance’s regulation on late payment interest), with a one-time reminder fee of 40 euros or the equivalent currency in the applicable jurisdiction. Buyer is responsible for all costs associated with recovery of unpaid amounts, including attorney’s fees. AFS can postpone any future order confirmation or delivery until payment in full of all overdue amounts. Buyer is responsible for all costs associated with recovery of unpaid amounts, including attorney’s fees.

B. Unless otherwise agreed in writing, all payments must be made in Norwegian kroner if the transaction takes place in Norway, or DKK if the transaction takes place in Denmark.

C. Buyer will pay for partial deliveries upon delivery. If Buyer is not able to or will not collect the delivery, Buyer will be invoiced as if the delivery has taken place. If the delivery cannot be invoiced, interest will accrue.

6. OFFER VALIDITY

AFS’s offers are valid for 3 months from issue date, and are subject to AFS’s confirmation at Buyer’s acceptance.

7. DELIVERY TIME, TERMS, RISK TRANSFER

A. AFS indicates the delivery date in the order confirmation / delivery contract. AFS can set a new delivery date if Buyer has not provided the information needed from Buyer within the agreed timeline.

B. Unless otherwise specified, the goods are delivered EXW AFS premises, Trondheim, Norway Incoterms® 2020. Responsibility and risk related to the goods transfers to Buyer under the Incoterms. Buyer is responsible for having insurance in place, at Buyer’s cost. Other delivery terms must be agreed upon in advance in writing. Buyer is responsible for informing AFS if the delivery address differs from the invoice address.

C. The goods are delivered and marked in accordance with AFS’s standard practice unless specific packaging, labelling, marking or transportation is agreed upon advance in writing with a corresponding cost for extra or non-standard delivery services beyond what AFS usually provides.

8. SECURITY FOR UNPAID PURCHASE

Ownership of the goods pass to Buyer when payment is made in full. Buyer will store goods such that there is no doubt concerning ownership. Buyer cannot pledge such goods and the goods shall not be subject to other preferential rights.

9. RETURNS, ORDER CANCELLATION

A. Return of goods will only take place upon AFS’s advance written approval, at Buyer’s risk and cost. Return of goods will only be considered accepted by AFS if presented by Buyer within 3 months after finalization of the project or after delivery of single orders. In case of return of standard stock goods, unopened or in an unused state, up to 80% of the invoiced value will be credited Buyer.

B. If pressing circumstances make it necessary for Buyer to cancel the order and AFS approves this in writing, AFS may invoice a cancellation fee, calculated in relation to the extent the goods are finished, nevertheless subject to a minimum fee equal to 20% of the value of the total delivery, with a minimum charge of 3000 NOK or the applicable currency.

C. Goods that are specially adapted for a customer order cannot be returned.

D. Buyer is responsible for paying freight costs for any returns approved in writing by AFS. For goods under warranty returned or for repair, AFS will apply CPT Incoterms® 2020. Unless instructed otherwise by AFS, Buyer shall return any replaced goods to AFS for inspection.

10. FAT AND COMMISSIONING

A. FAT of goods before shipment when agreed upon the Contract, is carried out in AFS’s facilities, in accordance with AFS’s test procedure. Additional tests may be agreed upon by the parties in the Contract. The costs of these tests are borne by Buyer, unless specifically agreed otherwise. AFS shall notify Buyer of the date and location of the FAT within reasonable time to enable Buyer to be present, if Buyer wishes to be present or represented. If Buyer chooses not to be represented at the FAT, AFS shall send Buyer a copy of the test report, which is final and binding.

B. If, on carrying out the FAT, any of the goods fail to meet the Specifications, AFS shall take all steps reasonably required to remedy the defects. Unless the defect is insignificant, new tests of the defective goods shall be carried out if reasonably requested by Buyer. Buyer bears all travelling and accommodation expenses of its representatives in connection with the FAT and shall comply with all applicable confidentiality and health and safety rules when at the premises of AFS or its suppliers.

C. In the absence of a FAT as described above, Buyer shall examine the goods within a reasonable time and no later than 30 days after receipt, and inform AFS immediately in writing of all defects and deficiencies for which AFS is responsible. If Buyer omits to do so, the goods are deemed to have been accepted.

D. Final inspection and any commissioning of delivered equipment is to take place in accordance with AFS’s technical documentation relevant to the delivered goods, or according to special written agreement.

E. If Buyer requests special classification certificates not held by AFS, AFS will invoice Buyer for the full cost of obtaining such certificates.

11. WARRANTY/CLAIMS

A. AFS warrants the goods for the earlier of 12 months after the goods have been put into operation, or 18 months after the delivery from the factory provided that the goods were satisfactorily handled and stored. AFS’s responsibility under this Warranty does not cover error or default caused by fault and or misuse related to use and/or installation, lack of timely service of the goods and/or intervention/repair/inspection caused by non-authorized personnel. During the warranty period, AFS undertakes upon Buyer’s written request to, at AFS’s discretion, repair, replace or refund the price of any parts of the goods delivered which can be proved to be damaged due to bad material, faults in design, poor workmanship or which fail to meet the specifications. Defective parts which have been replaced shall be made available to AFS and are AFS’s property.

B. If the Contract involves AFS’s delivery of work or services, AFS warrants the work carried out for 12 months after the work is finalized, provided Buyer made a written claim to AFS with a complaint of the work carried out within this time. AFS will charge travel and expenses costs when carrying out a Warranty service at the customer’s premises. Labour for repairs or replacement of defective parts will be charged at AFS’s expense rates, while travel and waiting time will be invoiced according to AFS’s rates in force at the time.

C. Buyer shall inspect any goods immediately upon receipt. Any claim has to be made in writing immediately when the fault is, or ought to have been, noticed – and regardless of reason – at the latest 30 days following receipt of the goods.

D. AFS’s Warranty is void if the goods are not or incorrectly; stored, installed, used, or maintained in accordance with AFS’s instructions and common practice relevant for these goods. AFS is under no circumstances responsible for the functionality of the installation, unless AFS personnel were in charge of commissioning and finalization tests. Such responsibility is to be addressed to the party finalizing installation. AFS has no liability upon modification or alteration of the goods without AFS’s prior written authorization.

E. AFS reserves the right to make changes or improvements in its product portfolio without being obliged to undertake replacements of products sold.

F. With the exception of the warranties made under Section 11 A and B, AFS is not responsible of any loss or damages, occurring directly or indirectly, or fault or defects in the goods and/or services delivered by AFS.

12. COMPLIANCE

A. International Trade. Sales and distribution of goods, including hardware, software, services, and technology that Buyer receives from AFS may constitute an export, reexport, or transfer. Buyer will comply with applicable export control, trade, economic sanctions laws and regulations of governments with jurisdiction over such activities, including EU, Norway, USA, and UK (Trade Laws). Buyer will not knowingly sell, supply, export, reexport, or transfer goods directly or indirectly to an individual or entity prohibited by Trade Laws from receiving the goods, including, without limitation: (i) an individual or entity designated on the US Dept. of the Treasury’s Office of Foreign Assets Control’s (OFAC) Specially Designated Nationals (SDNs) and Blocked Persons List, the EU’s Consolidated List of Sanctions, or the UK Consolidated List; (ii) the Government of Venezuela or Afghanistan, (iii) an entity owned or controlled by a party in (i)-(ii), or (iv) a person acting on behalf of, or for the benefit of, a party in (i)-(iv) (collectively a Denied Party); or for an unauthorized end-use; or otherwise violating Trade Laws. B. AFS periodically defines “AFS Restricted Countries” for anti-corruption, anti-terrorism, trade compliance, or anti-money laundering reasons, which today are: Cuba, Iran, North Korea, Russia, Syria, and the Crimea Donetsk Kherson Luhansk or Zaporizhzhia regions of Ukraine. Buyer will not knowingly sell, supply, export, reexport, or transfer goods directly or indirectly to an individual or entity (i) ordinarily resident in, or incorporated under the laws of, an AFS Restricted Country; (ii) the Government of an AFS Restricted Country; (iii) a party owned or controlled by a party in (i) or (ii); or (iv) a party acting on behalf of the foregoing. Buyer warrants that neither it nor its respective directors, officers, employees, or affiliates is (i) a Denied Party or (ii) is located, organized, or resident in an AFS Restricted Country. Buyer shall conduct reasonable diligence to verify its customers’ or end-users’ identity and location, and the goods’ intended end-use (collectively, End-User Diligence) sufficient to identify and prevent unauthorized transactions, including those involving AFS Restricted Countries and Denied Parties. Buyer shall promptly notify AFS of any transactions involving AFS Restricted Countries and Denied Parties, or other Trade Laws violations regarding goods. Buyer shall promptly provide AFS with information about its Product exports, including, without limitation, the stamped export filing, volume, value, Buyer and/or end-user names, transaction dates, and service details. C. AFS may terminate the Contract if 1. Buyer becomes a Denied Party; 2. Buyer violates Trade Laws with respect to the Contract; or 3. AFS reasonably determines that its Trade Laws obligations prohibit performance. Such termination is for just cause, relieving AFS of obligations of further sales, deliveries or services (including warranty, repair, replacement, or guarantees). Notwithstanding any other provision of this contract, AFS will not provide warranty, repair, replacement, reimbursement, or guarantee services for Products in AFS Restricted Countries, to Denied Parties, or otherwise in violation of Trade Control Laws. D. Buyer shall indemnify and hold AFS harmless from and against any claim, proceeding, action, fine, loss, cost, and damages arising from or relating to any non-compliance with export control regulations by Buyer, and Buyer shall compensate AFS for all losses and expenses resulting thereof.

B. Data Privacy. In executing, performing and administering the GSC, the Parties, as independent data controllers, will collect and process either Party’s personal information for invoicing, contract execution and management purposes. The Parties will comply with applicable data privacy laws. When a Party provides the other Party with personal information for such purpose, it will ensure that it has the legal right to do so, including obtaining consent and providing any required notice to the individuals whose personal information it has provided. The Parties shall neither sell, nor exchange for anything of value, personal information processed in performance of this Contract and thereafter. Marioff may share personal information with Marioff’s service providers and may store personal information on servers located and accessible globally by Marioff affiliates and their service providers but only in accordance with applicable data privacy laws and with appropriate protections in place. For more information see Marioff’s online General Privacy Notice. The use of some Marioff products and services may require specific data processing for e.g. user authentication. Depending on the product and services at stake, a specific Privacy Policy and Terms of Use may apply. This data protection clause survives termination of this Contract.

C. Buyer confirms it has read and understood and agrees to comply with the principles of good corporate conduct set out AFS’s code of ethics available on our website, including and laws prohibiting collusion, conflicts of interests, corruption, and unfair competition.

13. TRAINING

Instruction in the use of AFS products beyond those existing in AFS’s standard documentation is not part of standard delivery. Any such training/course must be specially agreed upon.

14. LEGAL

A. Limitation Of Liability. AFS will indemnify Buyer against liability or loss incurred by Buyer for bodily injury, death of a person, or property damage to the extent caused directly by the goods or the negligence of, or breach of Contract by AFS during the performance of the work, but not to the extent that the loss or liability was caused by others. Notwithstanding anything to the contrary in these terms or in any quotation, purchase order or Contract and to the fullest extent permitted by law, the aggregate liability of AFS and its affiliates, officers, employees and representatives to Buyer, whether in contract, tort (including negligence) or otherwise, is limited to the price stipulated in the Contract and shall exclude any indirect, consequential, special or economic loss, loss of profit, loss of use, loss of contracts, cost liability, damages or expenses howsoever arising. AFS will not be liable to Buyer for any breach of its obligations unless written notice of the claim is given to AFS within 1 year of Buyer having notice of the event forming the basis for the claim. If a claim for damages is lodged by a third party against one of the parties, the latter Party shall forthwith inform the other Party in writing.

B. Force Majeure. No Party shall be in breach of any of its obligations or be liable to the other Party if it fails to perform or delays the performance of an obligation as a result of circumstances reasonably out of its control, including but not limited to, strikes, industrial disputes, fire, natural disasters, war, insurrection, vandalism, sabotage, invasions, riots, national emergencies, piracy, hijacking, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closures of roads, legislation, regulation, order or other act of any government or governmental agency. The Party claiming to be affected by force majeure must notify the other Party in writing without delay on the intervention and cessation of such circumstance. C If force majeure prevents Buyer from fulfilling its obligations, it shall compensate AFS for expenses incurred in manufacturing, delivering, securing and/or protecting the goods. If the force majeure lasts longer than 6 months, both parties are authorized to rescind the Contract by a written declaration.

C. Disputes, Applicable Law. These GSC and any related sales contracts are governed by Norwegian law. Attempts should be made to settle any disputes concerning these GSC by negotiation. If the negotiations fail, the case is to be settled by the ordinary courts, unless the parties agree to bring the case to arbitration. Civil suits will be settled according to Norwegian law, and the parties agree to submit to the jurisdiction of the Trondheim Magistrate’s Court.

15. DANISH TRANSACTIONS. If the transaction is in Denmark,

A. These GSC and any related sales contracts are governed by Danish law. All disputes and disagreements regarding understanding of current conditions should be settled and finally decided through binding arbitration in Copenhagen, Denmark. In case of a dispute, either Party can demand appointment of an arbitration court. The demanding Party must appoint an arbitrator, and by a letter of recommendation encourage the other Party to appoint another arbitrator within 14 days of receipt of the letter. The letter shall also contain a short description of which question(s) are desired judged by the arbitration. If the other Party has not appointed an arbitrator within the mentioned deadline, this will be appointed by the president of the Danish “Sø- og Handelsretten”. The arbitrators will name a third arbitrator by jointly appointing a court foreperson, or requesting the president of the Danish “Sø- og Handelsretten” to appoint the third arbitrator. The court of arbitration will make a decision in the dispute according to the current Danish Law and will settle the rules for the trial according to the general principles of the administration of justice.

B. Invoices are due within 14 days from the invoice date.

C. Offer Validity. AFS’s offers are valid for 30 days from issue date, and are subject to AFS’s confirmation at Buyer’s acceptance.