These conditions of sale (the “Conditions”) are an integral part of all offers and agreements for all goods sold by Sverdrup Steel (the “Goods”). Any terms and conditions set out in the Buyer’s order or other Buyer document are rejected and will only have effect if accepted by Sverdrup Steel in writing. An agreement for sale of Goods will be concluded only upon Sverdrup Steel issuance of an order acknowledgment (“Acknowledgment”) or a signed agreement.
An offer from Sverdrup Steel is valid for a period of 7 days from the date of issue, unless otherwise expressly stated in the offer. Notwithstanding the foregoing, Sverdrup Steel may revoke an offer at any time prior to receiving the Buyer’s written acceptance.
Any advice on material selection or other similar assistance by Sverdrup Steel is made free of charge without any representation or warranty and Sverdrup Steel shall have no liability for any such advice or assistance.
The Goods shall meet the “Specifications” set out in the Agreement (defined in clause 11) which are the only undertakings Sverdrup Steel has for the Goods e.g. statements in product information, handbooks, web sites, are not binding on Sverdrup Steel.
Agreed delivery date shall mean the date of dispatch from Sverdrup Steel, irrespective of Incoterm agreed. Delivery will be made Ex Works (Incoterms 2020) unless otherwise set out in the Agreement.
In regard to deliveries of goods not stocked by the Seller (as per Seller’s stock program), the Seller shall, unless otherwise agreed, be entitled to make excess delivery or short delivery in accordance with the practice generally applied for the category of goods concerned.
Should the delivery of the Goods be delayed, the Buyer’s sole remedy is to cancel the purchase of the Goods which are delayed more than; (i) four weeks for Goods stocked by the Seller (as per Seller’s stock program) (ii) eight weeks for Goods not stocked by the Seller (as per Seller’s stock program). Cancellation shall be in writing.
The Buyer is not entitled to any compensation or remedies other than expressly set out above, attributable to any delay in delivery of any Goods, except in the event of Sverdrup Steel’s gross negligence.
Sverdrup Steel warrants that the Goods delivered are free from defects (faults) and in agreed quantity when the risk for loss and damage to the Goods transfers to the Buyer according to the Incoterm agreed (“Risk Transfers Date”). The Goods shall only be regarded as defective or otherwise deviating from the Agreement, if the Goods do not meet the Specifications (“Defect”). Hence Sverdrup Steel is not liable for any function, quality or property other than set out in the Specifications. Any term, undertaking or liability implied, whether by statute or otherwise, relating to quality or fitness for purpose are excluded.
In the event of any Defect or the Goods are not delivered in the agreed quantity (“Shortage”), the Buyer shall give notice to Sverdrup Steel in writing: (i) on the business day after the day the Goods arrived at the named point of destination according to the Incoterm agreed (the “Destination”) for damages incurred during transport and Shortage – possible to detect at normal arrival inspection or (ii) for other Defect and Shortage, within two weeks from the day the Buyer noticed or should have noticed the Defect or Shortage. If notification is made after the dates stated above or clause 14, Sverdrup Steel is not obligated (liable) to perform any remedy or pay any reduction in price related to such Defect or Shortage.
In the event of any Defect, Sverdrup Steel shall, at its own expense and at its sole discretion, either rectify the Defect or deliver replacement Goods. In the event of a Shortage, Sverdrup Steel shall deliver the missing quantity. The delivery of replacement or missing Goods shall be made within the normal time it takes Sverdrup Steel to replace the Goods and transport it to the Destination. Defective Goods shall be handed over to Sverdrup Steel at the Destination at the same time as the replacement Goods are delivered, if not, the Buyer shall pay Sverdrup Steel scrap value for the Goods not delivered.
Instead of correcting a Defect or Shortage, Sverdrup Steel has the right to reduce/credit the price for the Goods with an amount equal to the price for the missing or Defective Goods less (minus) the latter’s scrap value.
Apart from the remedies and compensation expressly set out above, the Buyer is not entitled to any compensation or remedies with respect to any Defect or Shortage, except in the event of Sverdrup Steel’s gross negligence.
“Force Majeure” is an impediment beyond a party’s reasonable control such as war, terrorism, fire, explosion, flooding or other extreme weather, major machine break- down, strikes, lockouts and other labour disputes, epidemic, trade disputes, refusals to grant licenses, which the party could not reasonably have avoided or overcome. Delay or failure by a party to perform its obligations due to a Force Majeure event shall not constitute a breach of contract with the effect that the affected party is relieved from liability in damages and any other contractual remedy for breach of contract during the time the Force Majeure persists. The time for performance shall be extended by a period equivalent to the time the Force Majeure persists. If Force Majeure persists for more than three months, either party shall be entitled to terminate the Agreement in respect of Goods not yet delivered to the Buyer. In the event of such a termination, neither party will be entitled to any damages or other compensation.
(i) Sverdrup Steel holds the title to the Goods delivered until the Buyer has made full payment for the Goods. (ii) Sverdrup Steel also holds title to the Goods delivered until the Buyer has made full payment of all other monies due from the Buyer to Sverdrup Steel. (iii) Until the title passes, Sverdrup Steel has the right to recover the Goods in the Buyer’s possession or control and Sverdrup Steel is hereby given the right to enter any land or building where the Goods are stored to collect the Goods. (iv) If the Buyer processes the unpaid Goods into/or to form part of a “New Object”, Sverdrup Steel is granted title to the New Object proportionate to the value of the unpaid Goods in the New Object until such time as it has received full payment for the original Goods. (v) If the Buyer sells any unpaid Goods or New Object, the Buyer hereby assigns to Sverdrup Steel a proportion of its claim on any third-party equivalent to the debt for the unpaid Goods/New Object sold. (vi) Each sub clause (i)-(v) above shall have effect as a separate clause and accordingly in the event of any of them being unenforceable for any reason, the others shall remain in full force and effect.
Agreed prices are exclusive of Value Added Tax (VAT) and any other taxes or duties unless otherwise expressly agreed. If Sverdrup Steel is required pay VAT and VAT related penalties due to Buyer not providing correct VAT number or sufficient evidence of export/intra-EU shipment, the Buyer shall reimburse Sverdrup Steel such costs.
If not otherwise agreed in writing, the Buyer’s payments under the Agreement shall be made within 15 days from the date of invoice. If Buyer at date of dispatch is not approved for credit insurance by Sverdrup Steel’s credit insurance company or have overdue invoices to any Sverdrup Steel Group Company, Sverdrup Steel is entitled to request advance payment or other security as a condition for delivery of the Goods. Should Buyer refuse to take delivery, the Buyer shall pay for the Goods as if it is delivered. If the Buyer has not made payment in accordance with the Agreement, the Buyer shall pay overdue interest on the amount outstanding at a rate of 6 percent per annum above the official Repo Rate of the European Central Bank, from the due date to the payment date.
Both parties undertake to (i) comply with all applicable anti-corruption and anti-money laundering laws & regulations, (ii) standards & principles of Sverdrup Steel’s Corporate Social Responsibility and (iii) not sell or supply the Goods to or to be used in, any territory or by any individual or entity in breach of any sanction regulation, export restriction and other restrictive measure applicable on the Goods or the parties, including those imposed by the United Nations, European Union or USA (OFAC). A serious breach of any of these undertakings entitles the non-defaulting party to immediately terminate the Agreement.
These Conditions, the Acknowledgment and any agreement confirmed in writing regarding the Goods, constitutes the entire agreement between the parties (the “Agreement”). The Agreement supersedes all previous negotiations, commitments and understandings between the parties with respect to the Goods covered by the Agreement.
The Agreement shall be governed by Norwegian law with exclusion of its conflicts of law rules (save for clause 13, third paragraph).
Any dispute, controversy or claim arising out of or in connection with the Agreement, or the breach, termination or invalidity thereof, shall be settled by arbitration administered by the Arbitration Institute of the Oslo Chamber of Commerce (the “OCC”).
The Rules for Expedited Arbitrations shall apply, unless the OCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the OCC shall also decide whether the Arbitral Tribunal shall be composed of one or three arbitrators. The legal place of arbitration shall be Oslo, Norway, and the language of the arbitration shall be Norwegian or English.
Notwithstanding the arbitration clause above, Sverdrup Steel shall in its sole discretion for the purpose of collecting debts of the Buyer, be entitled to submit any claim against the Buyer in the courts and authorities of the Buyers country of domicile or country where the Goods are located. In such a case the governing law will be the law of the country where the claim is filed.
Under no circumstances shall Sverdrup Steel or Buyer be held liable for any special, indirect, incidental or consequential loss or damage including, but not limited to, loss of profit, loss of production, lost sales or claims from the Buyer’s customer. This limitation, however, does not apply in the event of gross negligence or willful misconduct.
Sverdrup Steel shall have no liability for any claim whatsoever when notification is made more than one year after the Risk Transfer Date.