ZENITEL NORWAY – TERMS AND CONDITIONS
1. GENERAL
Prices are quoted in EUR FCA Zenitel warehouse in accordance with the pricelist valid at date of order confirmation. Zenitel Norway AS reserves the right to make price adjustments with 90 days notice. In case of direct cost increase, caused by force majeure or other incidents out of our control, Zenitel Norway AS reserves the right to make immediate price adjustments if necessary.
2. PAYMENT AND DELIVERY CONDITIONS
2.1 Minimum invoice value is EUR 70 (expectance of freight charges)
2.2 Zenitel Norway reserves the right to levy a handling charge on all orders of net value less than EUR 70 ex freight cost.
2.3 Normal payment term is net per 30 days after invoice date. In the case of failure to adhere to this deadline, Zenitel Norway AS will charge a penalty of 1% of the outstanding amount per month.
2.4 Other normal payment terms are payment in advance and irrevocable LC. The products will be delivered in standard export packing which shall be in a manner consistent with the usual and customary form of packing for commercial shipment. Packing costs are normally included but can be invoiced if special packing is required i.e. seaworthy packing. Terms of delivery are according to ”Incoterms 2011”. Zenitel Norway AS shall not be liable for any loss, damage, delays or expenses incurred during or resulting from delivery delays caused by circumstances beyond our control, i.e. force majeure.
3. CANCELLATION AND CHANGE ORDER FEE
Zenitel Norway AS reserves the right to charge a fee for cancelations or changing of project orders according to the following terms:
3.1 Buyer may by written notice to Seller cancel the contract, whereupon the Seller will confirm acceptance and cease the performance of the project work.
3.2. In case of cancellation buyer shall pay a cancellation fee according to the following schedule:
a) Until 3 months before agreed delivery: 10% of the order amount
b) Between 1-3 months before agreed delivery: 25% of the confirmed order amount
c) Less than 1 month before delivery: 50% of the confirmed order amount
3.3 In case buyer is changing the scope of supply or documentation less than 3 weeks before confirmed delivery date, the seller reserves the right to charge a fee according to the current valid price list, and issue new delivery date.
3.4. In case buyer is changing programming or delivery date order less than 2 weeks before order confirmed delivery date, the seller reserves the right to charge a fee according to the current valid pricelist.
4. RETENTION OF TITLE (RoT)
All deliveries are to be included in the RoT, which is described below. This pertains to all future deliveries as well, without the need to express this plea for each and every future delivery.
4.1 All delivered goods – in addition to future deliveries – remain our property until the buyer has paid the total outstanding amount between the buyer and us.
4.2 The buyer can further sell goods that are included in the RoT as a link in normal operations. The buyer transports to us, with immediate effect, all outstanding debts that occur upon further sales to its customer, or third party, with an amount that is equal to the balance due to us, including VAT (if applicable), without respect to goods that are included in the RoT, which are further sold, either before or after further treatment. We accept this transport. The buyer is authorized to collect the debt from its customer. We retain the right to recall this authorization if the buyer does not comply with their payment obligations. In this circumstance, the buyer is
Zenitel Norway AS Bromsveien 17, P.O.Box 1068, NO-3194 Horten, Norway, Sandakerveien 24c, P.O. Box 4498 Nydalen, NO-0403 Oslo, Norway Tel. +47 4000 2500, Fax Horten +47 33 03 16 61, Fax Oslo +47 22 37 85 32 info@zenitel.com, www.zenitel.com, info@vingtor.com, www.vingtor.com, info@stentofon.com, www.stentofon.com, Enterprise/Vat: No 863 503 922 MVA
responsible for the following: to inform us of the transported debts and debtors that can be connected to these debts, to give us all the necessary information with regards to the collection, to provide all the necessary supplements to disposition for rendering of the maintainer and to inform their customer of the transport.
4.3 The buyer, without arising obligations of any type, undertakes the treatment or processing of the goods that the RoT includes, for us. With the mixing, joining or treatment of goods that are included in the RoT and other goods that do not belong to us, we are obtaining a joint property right to the new goods, which matches the value between the invoice amount and the remaining goods. The buyer keeps the new goods for us free of charge.
4.4 If a buyer defaults in payment, we have the right to take back goods that are included in the RoT. The buyer is under obligation to return the goods to us. A recall of goods does not imply contract termination. The contract will be terminated only through our written confirmation.
4.5 The buyer, at its own expense, is obligated to insure goods that are included in the RoT to the extent of damage, fire, thievery, and water damage.
4.6 Upon the buyer’s request, we are obligated to release the portion of the RoT (security) that exceeds the value of the remaining debts over 20%.
5. LOSSES OR DAMAGE IN TRANSIT
Insurance of the product during transport shall be the sole responsibility of the buyer. Zenitel Norway AS shall not be liable for any loss, damage, delays or expenses incurred during or resultant from transportation. In such case the buyer shall immediately give both Zenitel Norway AS and the buyer’s agent written notice of the anomaly to substantiate any resultant formal claim.
6. WARRANTY
Zenitel Norway AS warrants that the product sold by us is free from any defect in design, material or workmanship for a period of up to twenty-four – 24 – months after invoice date. Warranty claimed after twelve – 12 – months will be granted upon registering of defined end-user information with us.
6.1 Delivered batteries are NOT covered by our warranty terms.
6.2 Buyer also has an option to extend the twenty-four – 24 – months warranty time at a separate charge. The details for this are found in the valid pricelist, and has to be settled before delivery of the products.
7. CLAIMS
Notice of claims shall be made to Zenitel Norway AS within thirty– 30- days after receipt of the product. The claim must be sent in writing to Zenitel Norway AS for registration and ID/RMA number.
7.1 The product must have been properly stored, installed and used to claim warranty.
7.2 Within the warranty period the customer shall give prompt written notice, if any part of the product is proven defective in material or workmanship.
7.3 Zenitel Norway AS shall not be liable to buyers or third party claims relevant to accidental or improper use, wrong installation preformed by uncertified technicians, from damage to the product, or from other circumstances beyond Zenitel Norway’s control.
7.4 The product shall not be returned to Zenitel Norway AS unless given prior written consent from quality department.
7.5 Zenitel Norway AS decides whether a defective part shall be replaced, returned to factory for repair or being repaired onboard the vessel or on site.
7.6 If repair/change of parts is to be done onboard the vessel or on site, Zenitel Norway AS shall approve by certification the company/technician doing the labor on their behalf.
After the repair is done onboard the vessel or on site, Zenitel Norway will, based on the repair report, decide if the mentioned repair is a warranty matter or not.
If it is a warranty matter, Zenitel Norway AS will cover all labor time and spare parts to correct the fault. Service technician’s preparation, travelling time and travelling expenses, if any, are for the account of the customer.
7.7 If Zenitel Norway AS has to deliver new parts to solve warranty matter before the claimed product is received for inspection and acceptance, we will invoice the new part with standard order terms at shipment, and then issue
a credit note when the defective part has been received by Zenitel Norway AS and approved as warranty by quality department.
7.8 Repair or replacement of parts in a configuration done by Zenitel Norway AS during the warranty period, has no effect on the expiration of the warranty for a complete project delivery, and does not give rise to a renewal or extension of the warranty period for the configuration.
8. RETURN FOR CREDIT
Zenitel Norway AS reserves the right to charge a restocking fee for products returned for credit at the following terms:
8.1 Buyer must ask the seller for a written approval/return form completed by Zenitel Norway AS before products can be returned for credit.
a) The completed Return Form must follow the returned products. Freight costs are to be covered by the customer.
b) Standard products returned in original box will be credited 85% of original invoiced amount, if it is returned within 4 months from invoice date. Freight cost is to be covered by the Buyer.
c) Standard products without original boxes can be credited up to 35%.
d) Standard products already installed or used will not be credited.
e) Customer-adjusted, special-made products will not be accepted for return for credit.