Standard sales and delivery terms Atea AS

Atea’s standard sales and delivery terms apply to the delivery unless otherwise agreed upon in writing. Additions to or non-conformances with Atea's standard sales and delivery terms must be agreed upon in writing. Product information, such as drawings, brochures and information on technical data, is only intended as a guide unless otherwise expressly agreed upon in writing by the Parties.

 

2.1 Delivery: the time when the Customer receives the deliverable at the agreed location.

 

2.2 Installation Date: the day when Atea has completed the installation and gives the Customer written notice of this.

 

3.1 The contract amount is to be invoiced upon Delivery or on the Installation Date if Atea is to carry out the installation work. Invoices fall due 14 days after the invoice date. Unless otherwise agreed, all prices are stipulated in NOK, excluding value added tax.

 

3.2. Should the Delivery or the Installation be delayed and not take place as agreed in the Contract, and this is caused by Atea, the Customer may claim liquidated damages. The liquidated damages shall comprise 0.1% per calendar day that the delay lasts for, limited to a maximum of 10%. The basis on which the liquidated damages are to be calculated is the value of the part of the delayed deliverable excluding value added tax that affects of the delay. In order to be enforced, a claim for liquidated damages shall be submitted without undue delay. Atea shall not be liable for financial consequences relating to the delay that exceed the coverage inherent in the liquidated damages.  

 

3.3 Unless otherwise agreed, Atea shall deliver Ex Works (INCOTERMS 2000). Should it be impossible for delivery to take place due to circumstances for which the Customer is liable, Atea undertakes to arrange storage of the goods until the Customer is ready to accept delivery. Atea is entitled to charge warehouse rent and other costs it incurs.

 

3.4 All prices are based on the postulation that the work is to be carried out on normal working days between 08:00 and 16:00. For travelling Customer is to be invoiced for the time spent travelling. A kilometre price shall also be debited as from the first kilometre driven, counted from the Atea's premises, in accordance with the Norwegian state’s Travel Allowance Scale rates for small cars.  The costs of any trips on ferries, trains, aircraft, parking, toll-road fees etc, shall be debited in addition. Supplement for work and travel carried out between 16.00 and 20.00 on working days is 50 % of the ordinary man-hour rate. Supplement for work and travel carried out after 20.00 on working days, during public holiday or during weekends is 100% of the ordinary man-hour rate.

 

3.5 In the case of overdue payment, Atea is entitled to interest on overdue payments in accordance with the prevailing percentage rate pursuant to the Act on interest on overdue payments. A default on payment obligations in excess of 30 days entitles Atea to terminate the purchase contract for breach by giving 30 days’ notice. The right to terminate for breach no longer applies if the amount due and the interest accrued up to and including the date of payment are paid prior to the expiry of the aforementioned 30-day period.

 

3.6 3.6 If fluctuations in currency rates exceed 2%, Atea may adjust prices accordingly..

 

3.7 Should any changes to public charges or taxes be adopted after the purchase contract has been entered into, these are to be debited/credited to the Customer.

3.8 Should no price have been agreed on for the installation work or other performance from Atea, this is to be paid for according to the time spent and materials used.

 

3.9 Should the Customer wish changes to be made to the agreed delivery that mean the nature and/or scope of the delivery obligations will be different than assumed, Atea is entitled to demand a change in the consideration due and/or time schedules.

 

3.9 Atea has a vendor’s fixed charge on the deliverable until payment in full has taken place.

 

4.1 The Customer is responsible, at its own expense, for preparing the installation site for the equipment, including for arranging any separate electricity supply, earthing, installation of connection points (including data networks), cooling and ventilation systems.

 

4.2 Atea is not liable for any errors or delays that arise as a result of defects in installations or other preparations for which the Customer is responsible.

 

4.3 Should the installation site not be ready or available at the time agreed on and this is not due to factors for which Atea is liable, Atea is entitled to claim financial compensation for its costs/losses and demand that the delivery date be postponed correspondingly.

 

4.4 The Customer shall adjust for Atea's performance agreed upon in the purchase contract, under here provide for Atea's access to the premises, that the original programs (included installation keys, serial number and other necessary identifications to reinstall programs) installed are available for Atea's technical personnel, provide for maintenance and safe keeping of system documentation, back-up kopi of programs and data, necessary rights to equipment and programs, and all necessary approvals from third parties if the Costumer does not have the rights of the products.

 

The Customer bears the risk of the equipment being accidentally destroyed or damaged as from Delivery.

 

6.1 Unless otherwise agreed, Atea guarantees that the deliverable is free of errors and defects for a guarantee period of 12 months. The guarantee period starts upon Delivery. If Atea is to carry out the installation, the guarantee period starts on the Installation Date.

 

6.2 As regards standard equipment and software from a subcontractor, the Customer may not, unless otherwise agreed upon separately, assert more extensive rights than those which Atea has in its agreement with the subcontractor or which are a result of the subcontractor’s normal customer contracts. Atea shall make such terms and conditions available to the Customer upon request.  Standard equipment or software is equipment or software that is supplied in accordance with the subcontractor’s specifications without any adaptations.

 

6.3 Atea's guarantee liability does not cover factors for which the Customer bears the risk, such as accidents, fires, lightning, over-voltage, static electricity, water damage, environmental/climatic factors that are not covered by the specifications, or damage incurred in connection with structural work. Atea is not liable if the deliverable is exposed to abnormal or unauthorized use, or use that contravenes recommendations/guidelines stipulated by Atea. Nor is Atea liable if the Customer makes changes, modifications or connections to other equipment or carries out maintenance work, etc, that have not been approved by Atea.

 

As regards software, the terms and conditions specified by the individual software supplier in the individual program copy apply. Atea's liability in this connection only applies to errors in the media on which the software is supplied.

 

6.4 Should the Customer ascertain defects, the Customer shall with 12 mounts maximum time in accordance with art. 6.1 allowed for claims complain in writing to Atea without undue delay. Claims on service performed by Atea shall be raised within 14 days after the service has been carried out. The complaint shall contain a detailed specification of the defect. Should the complaint not be submitted in time, the Customer’s right to plead the defect shall lapse and Atea is entitled to invoice the Costumer.

 

Atea shall cover the costs relating to the guarantee with the exception of freight and insurance linked to the transport of the equipment from the Customer to the address stated by Atea for overhauls/repairs.
Cures under this guarantee will be carried out from Monday-Friday (working days) during normal business hours (08:00 – 16:00).

 

Should the Customer so require, cure may also take place outside these hours, or cure may take place on the Customer’s premises, but then in both cases in accordance with Atea’s ordinary hourly rates for this type of work. Atea undertakes to cure defects via the telecommunications network (remote correction) as long as the deliverable makes this technically possible.
In the case of complaints regarding defects, Atea is entitled to at his own choice to carry out overhaul/repair work, to redeliver or to grant a proportionate reduction in price.

 

The Customer obtains a right to use the software delivered on the equipment for which it has been delivered, and is not entitled to make changes to the programs. For security purposes, the Customer may copy the supplied software for its own use.

 

Program copies may not be given to others in any form whatsoever. As regards standard software, the terms and conditions resulting from the manufacturer’s regulation of intellectual property rights are directly applicable to this contract too.

 

Atea is liable to the Customer for ensuring that software that is sold does not infringe a third party’s intellectual property rights. Should a lawsuit be brought against the Customer alleging such an infringement, the Customer is obliged to inform Atea of this allegation and/or lawsuit immediately. Atea or Atea's manufacturer/intellectual property holder will take over the case and the costs and risks associated with it.

 

Should a ruling be handed down in accordance with the plaintiff’s statement of claim, Atea is entitled to choose between obtaining for the Customer the continued right to use the software, ending the infringement by amending or replacing the software with another program that has on the whole the same functionality, or terminating the contract with immediate effect in return for refunding the consideration the Customer has paid for the software.

 

The Customer is not entitled to raise further claims against Atea as a result of the abovementioned. 

 

In the case of a breach of this purchase contract, the party affected may claim damages for its documented financial loss pursuant to the general principles relating to damages in contractual relationships, with the following limitations:

 

9.1 Indirect losses and loss of data are not covered. Indirect losses include, but are not limited to, loss of profit of any kind, losses due to equipment failure, loss of use and claims by third parties.

 

9.2 Each Party’s total financial liability shall under no circumstances exceed 50% of the contract amount (ex VAT). As regards framework agreements, the claim for damages for the individual deliverable covered by the framework agreement cannot exceed 50% of the value (ex VAT) of the deliverable in question. The total liability under the framework agreement shall not exceed NOK 500.000,-.

 

The Parties shall not allow unauthorised third parties access to information on the other Party’s technical systems, personnel circumstances, business analyses and calculations, or business secrets that the Party discovers in connection with the entry into of the contract and performance of the delivery.

 

The purchase contract is to be interpreted in accordance with Norwegian law.
The Parties shall attempt to resolve disputes that arise as a result of the purchase contract out of court, in so far as possible. Should such disputes not be resolved out of court, either Party may bring the dispute before the ordinary courts for a ruling on the matter. Oslo District Court is the agreed court of venue.