Norwegian
General Terms and Conditions of Sale
1. Interpretation
1.1 Definitions
In these Terms and Conditions, the following words and phrases shall have the following meanings:
“Delivery Point”: means the place where delivery of the Parts is to take place as specified by you.
“Parts”: means and, as the context requires, includes any licensed Software supplied by us to you under the terms of this Agreement.
“Purchase Order”: means the order(s) from time to time provided by you to us for the purchase of Parts, including the Delivery Point for the Parts.
“Software”: means any computer programmes incorporated in any Parts or which are to be supplied to you separately by us.
“Specification”: means description of the Parts as provided by us or the manufacturer thereof.
“us” and “we”: means Keypart Limited.
“you”: means the party purchasing the Parts.
“Agreement”: means these Terms and Conditions.
1.2 Legal References
A reference to a particular law is a reference to it as it is in force for the time being, taking account of any amendment, extension, application, or re-enactment and includes any subordinate legislation for the time being in force made under it.
1.3 Singular and Plural
Words in the singular include the plural and, in the plural, include the singular.
2. Application of These Terms and Conditions
2.1 Exclusivity
If any variation under Condition 2.3 happens, these terms and conditions will apply to the exclusion of all other terms and conditions (including any terms and conditions which you purport to apply under any purchase order, confirmation of order, specification, or other document).
2.2 Exclusion of Other Terms
For the avoidance of doubt, the parties hereto agree that no terms or conditions endorsed on, delivered with, or contained in any purchase order, confirmation of order, specification, or other document sent by you to us shall form part of or be incorporated by reference into any contract or Agreement between you and us.
2.3 Variations
These terms and conditions apply to all our sales and any variation to these conditions and any representations about the Parts and/or the Software including all samples, drawings, descriptive matter, specifications, and advertising issued by us and any descriptions or illustration contained in our catalogues or brochures are issued or published for the sole purpose of giving an approximate idea of the Parts and/or Software described in them, and shall have no effect unless expressly agreed in writing and signed by us. For the avoidance of doubt, this is not a sale by sample. Nothing in this condition shall prevent us from using or limiting our liability for any fraudulent misrepresentation.
2.4 Offer to Buy
Please accept our quotation or place an order through the website or by telephone to request Parts and/or Software from us, which constitutes an offer by you to purchase the Parts and/or Software subject to these terms and conditions.
2.5 Accuracy of Order
Please make sure that the terms of your Order and any applicable specifications are accurate.
3. Description
3.1 Description of Parts and Software
The description of the Parts and/or Software shall be as set out on the website.
4. Price and Payment
4.1 Price
4.1.1 Agreed Price
We agree that the prices you shall pay for the Parts and/or Software shall be the price set out in the quotation or as agreed between the parties.
4.1.2 Price Exclusions and Inclusions
The price for the Parts and/or Software shall be exclusive of any value added tax and inclusive of all costs or charges in relation to packaging and carriage to the Delivery Point.
4.2 Payment
4.2.1 Currency
Subject to Condition 6.4, where payment of the price for the Parts and/or Software is due to us, payment shall be made in pounds sterling.
4.2.2 Time for Payment
Time for payment shall be of the essence.
4.2.3 Cleared Funds
No payment shall be deemed to have been received until we have received cleared funds.
4.2.4 Interest on Late Payment
Could you please let me know if you have not paid any sum due pursuant to the Contract? In that case, you shall be liable to pay interest to us on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing daily until payment is made, whether before or after any judgment.
5. Quality
5.1 Warranty Transfer
We will transfer the benefit to you when we receive any warranty or guarantee given to us by the manufacturer of the Parts or the supplier of the Software.
5.2 Quality Warranty
We would like to warrant that (subject to the other provisions of these terms and conditions) on delivery, the Parts and/or Software shall be of satisfactory quality and shall be as described in the Specification, each within the meaning of the Sale of Goods Act 1979.
5.3 Conditions for Warranty Breach
We shall not be liable for any breach of the warranty in Condition 5.2 unless:
- You give written notice of the defect to us and, if the defect is as a result of damage in transit by the carrier, within 7 days of the time when you discover or ought to have discovered the defect, and
- We are given a reasonable opportunity after receiving the notice of examining such Parts and/or Software, and you (if asked to do so by us) return such Parts and/or Software to our place of business at our cost for the examination to take place there or as designated by us.
5.4 Exclusions from Warranty
We shall not be liable for a breach of the warranty in Condition 5.2 if:
- You make further use of the Parts and/or Software after giving such notice; or
- The defect arises because you fail to follow our oral or written instructions as to the storage, installation, commissioning, use, or maintenance of the Parts and/or Software or (if there are none) good trade practice; or
- You alter or repair such Parts and/or Software without our written consent.
5.5 Remedy for Warranty Breach
Subject to Condition 5.3 and Condition 5.4, if any of the Parts and/or Software does not conform with the warranty in Condition 5.2, we shall without delay at our option repair or replace such Parts and/or Software (or the defective part) provided that if we so request, you shall, at our expense, return the Parts and/or Software or such part of such Parts which is defective to us.
5.6 Limitation of Liability for Warranty
If we comply with Condition 5.5, we will not be liable for any further breach of the warranty in Condition 5.2 in respect of such Parts and/or Software.
6. Limitation of Liability
6.1 Scope of Liability
The following provisions set out our entire financial liability (including any liability for the acts or omissions of our employees, agents, and subcontractors) to you in respect of:
- Any breach of these terms and conditions;
- Any use made or resale by you of any of the Parts and/or Software; and
- Any representation, statement, or tortious act or omission, including negligence arising under or in connection with this Agreement.
6.2 Exclusion of Implied Terms
All warranties, conditions, and other terms implied by statute or common law (save for the conditions implied by Sections 12, 13, and 14 of the Sale of Goods Act 1979) are, to the fullest extent permitted by law, excluded from the Agreement.
6.3 Exclusions from Liability
Nothing in these conditions excludes or limits our liability:
- For death or personal injury caused by our negligence; or
- Under Section 2(3) of the Consumer Protection Act 1987, or
- For any breach of Section 12 of the Sale of Goods Act 1979; or
- For any matter for which it would be illegal for us to exclude or attempt to exclude our liability; or
- For fraud or fraudulent misrepresentation.
6.4 Limitation of Liability
Subject to Conditions 6.2 and 6.3:
Our total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution, or otherwise arising in connection with any violation of these Terms and Conditions shall be limited to the aggregate value of Orders raised by you in the preceding 12 months.
We shall not be liable to you for loss of profit, loss of business, or depletion of goodwill in each case, whether direct, indirect, or consequential, or any claims for consequential compensation whatsoever (howsoever caused) which arise out of or in connection with a breach of these Terms and Conditions.
7. Force Majeure
7.1 Delay or Deferral
We reserve the right to defer the date of delivery if we are prevented from or delayed in the carrying on of our business due to circumstances beyond our reasonable control, including, without limitation, Acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, epidemic or pandemic, strikes or other labour disputes (whether or not relating to either party’s workforce), Government restrictions including lockdowns whether national or local, guidelines issued either locally or nationally, and/or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, provided that if the event in question continues for a continuous period in excess of 90 days, you shall be entitled to give notice in writing to us to terminate the Contract.
8. Confidentiality
8.1 Confidential Information
As required by law, it is agreed that all confidential information that you'll share with us or that we share with you shall be kept confidential. Information not generally available in the public domain, including our prices, business, and suppliers, is confidential. These obligations of confidentiality shall cease to apply to any confidential information which becomes public knowledge other than by breach of the duty of confidence contained in this provision.
9. General
9.1 Non-Waiver
Failure by us in enforcing any of these terms or conditions shall not be construed as a waiver of any of our rights under these Terms and Conditions.
9.2 Subsequent Breach
Any waiver by us of breach or any default under any provision of these Terms and Conditions by us shall not be deemed a waiver of any subsequent breach or default.
9.3 Governing Law
The formation, existence, construction, performance, validity, and all aspects of the Terms and Conditions shall be governed by English law, and the parties submit to the exclusive jurisdiction of the English courts.
10. Communications
10.1 Written Communication
All communications between us touching these Terms and Conditions or the construction or interpretation thereof shall be in writing.
11. Delivery
11.1 Delivery Instalments
Delivery of the Parts and/or Software may be made by separate instalments (each a Delivery Instalment).
11.2 Delivery Point
Delivery of the Parts and/or Software shall take place at the Delivery Point nominated by you.
12. Risk/Title
12.1 Risk Transfer
Because the conditions set out in section 12.6 are met, the Parts and/or Software are at your risk from the time of invoicing by us.
[Note: Section 12.6 is referenced but not provided in the input. Please provide the content for section 12.6 if applicable.]
12.2 Ownership Transfer
I want to inform you that ownership of the Parts and/or Software will not pass to you until we have received in full (in cash or cleared funds) all sums due in respect of the Parts.
13. Intellectual Property Rights
13.1 No Transfer of Rights
Nothing in these terms and conditions or any Agreement between us shall, unless we agree with you to the contrary, transfer to you any copyright, design right, database right, patent, trademark, or any other intellectual property rights in any Parts and/or Software.
14. Software Licence
14.1 Manufacturer’s Licence
All the software is sold to you expressly subject to the terms of its manufacturer’s license. You undertake to enter into any license required by the manufacturer and/or to comply with all terms of use of the necessary software by the manufacturer and to hold us fully indemnified for any losses we may suffer if you breach this clause. We do not represent that the operation of the Software will be uninterrupted or error-free or that any specific requirement that you may have informed us of will be met. You acknowledge that we may not be able to successfully diagnose or correct any faults or errors in the Software during the provision of the Services.