Terms & conditions
1. Parties
1.1 Alva Industries AS (“Alva”) is a manufacturing company with its headquarters in Fossegrenda 1E, 7038 Trondheim (org. no.
918 714 006). Alva develops, produces and sells stator and rotor components (the “Components”) for electrical motor systems.
1.2 The Customer wish to employ the expertise of Alva by purchasing from Alva the Components for use and installation in Customer’s electrical motors or motor systems in accordance with the terms set forth in these General Terms and Conditions (the “Agreement”). The “Customer” shall mean the company entering into this Agreement.
1.3 Alva and the Customer may hereinafter be referred to as a “Party”, or collectively as the “Parties”.
1.4 By purchasing the Components from Alva, the Customer accepts the terms and conditions set out herein and agrees to be bound by the Agreement. The Agreement shall, together with the Order Confirmation for the Customer’s order, constitute the entire agreement entered into between the Parties, in addition to any written separate sales agreements or similar entered into by the Parties.
1.5 This Agreement shall apply to all quotations and offers made by and orders accepted by Alva for Components.
1.6 In the event of any conflict between the provisions of this Agreement and the order confirmation or a separate sales agreement or similar signed by Alva and the Customer, the order confirmation and/or such separate sales agreement or similar shall prevail. Any changes in this Agreement must specifically be agreed to in writing signed by an officer of Alva before becoming binding on either Party.
2. Scope
2.1 The scope of this agreement is defined in the Quotation.
2.2 Customer acknowledges and accepts that Components may solely be used for Customer’s internal assembly, development, modifications and subsequent distribution and sale with respect to the Customer’s electrical motors or motor systems.
2.3 The Components will be produced based on one or a set of specifications as agreed between the parties or as per Quotation.
3. Delivery
3.1 The estimated delivery schedule for the ordered Components(s) are set out in the order confirmation.
3.2 Delivery shall be considered as completed on such time as the Components are made available for collection by the Customer.
4. Inspection
4.1 The Customer shall return any Components to Alva upon Alva’s request for purposes of inspection for wear and tear, as well as testing of the components of the respective Components.
4.2 Alva will cover all reasonable costs of return and redelivery of Components for the purposes set out above.
4.3 Alva shall ensure that the return and redelivery of Components pursuant to this section 4 shall not be unreasonably inconvenient to the Customer.
5. Data
5.1 The Customer shall provide Alva with operational data and test data for the Components(s) in the format and frequency as specified by Alva for the purposes of improving future revisions of the Components and further development of such.
5.2 The Customer shall provide Alva with insight accrued during the Customer’s testing and use of the Components, as well as information on any changes made, as well as requests for improvements and similar information that may impact the performance of the Components. Such information shall be provided in a format and frequency as specified by Alva.
6. Documents
6.1 If available for the Components ordered by the Customer, Alva will provide the Customer with technical specifications, drawings, installation and service instructions and spare parts lists that concern the Components.
6.2 When making the Components available to other third parties, the Customer shall be responsible for ensuring that the transaction and contractual relationship with the relevant third party is subject to end user terms that are no less restrictive than this Agreement for the interests and liabilities of Alva, and to ensure for safe and sound utilization of the Components, or components incorporating them, by Customer's customer or partners..
7. Payment
7.1 All payments shall be made within such time as stated in the invoice or order confirmation.
7.2 Alva may require payment to be secured by an irrevocable letter of credit or a bank guarantee acceptable to Alva. Where payment is made by letter of credit, all costs of collection shall be for Customer’s account.
7.3 If the Customer fails to make payment by the agreed time, Alva shall be entitled to claim interest on any overdue amount pursuant to the Late Payment Interest Act of 1976.
7.4 Unless otherwise is agreed in writing, Alva will issue an order confirmation within reasonable time after reception of a purchase order. The total purchase price, amounts and estimated delivery time(s) are set out in the relevant order confirmation.
7.5 Alva retains a security interest in the Components until the Customer’s final payment to Alva for the Product. Risk of loss and title shall pass to the Customer as soon as the Components has been delivered as determined by the delivery terms, see section 3.
8. Defects
8.1 The Customer shall notify Alva of any visible defects, quantity shortages or incorrect Components shipments within three (3) days of delivery. Failure to notify Alva in writing of any visible defects in the products or of quantity shortages or incorrect shipments within such period shall be deemed an unqualified waiver of any rights to return products on the basis of visible defects, shortages or incorrect shipments.
9. No Warranty
9.1 All use of the Components, including use of Components in components or products not delivered by Alva, is undertaken at the sole risk and expense of the Customer. The Components(s), and all parts thereof and related documentation, are provided on an “AS IS” basis, without any explicit or implicit warranty for any non-infringement, specifications, features, merchantability or performance, hereunder for compliance with laws and regulations applicable at the location where the Customer operates or uses the Components(s).
10. Liability
10.1 Alva shall under no circumstance have any liability (and there is no basis for any present or future action, suit, proceeding, hearing investigation, charge, complaint, claim or demand against Alva giving rise to any liability) arising out of the Customer's ownership, possession, use, incorporation, and commercial utilization (including sales to and use by Customer's customers) of any product manufactured, sold, leased or delivered by Alva.
10.2 As Alva has no control over Customer’s or end-customer’s use, setup, final assembly, modification or misuse of technology, products, or services which incorporate or otherwise utilize the Components, no liability shall be assumed nor accepted by Alva for any resulting damage or injury. The Customer shall be solely responsible for its ownership and use of the Components, and shall indemnify and hold Alva harmless against any and all liabilities, including judgments, costs and reasonable attorney fees, for anything done or omitted by the Customer and/or Its end customers with respect to ownership and use of the Components, including, without limitation, personal injury or infringement of third party rights.
10.3 The Customer shall not incur any liabilities for or on behalf of Alva, nor make any representations nor give any warranty with direct or indirect effect for Alva, and shall indemnify and hold Alva harmless from any liability incurred by Alva because of a breach by Customer of this clause 10.3.
10.4 The Customer shall be responsible for ensuring that ownership, use and distribution of the Components, including any components or products incorporating or utilizing Components complies with any applicable regulatory requirements with respect to the lawfulness of the ownership, use, marketing and sales of the Components and any components or products incorporating or utilizing them. If – and to the extent – that certification or similar of the Components is required to market and sell the components or products incorporating or utilizing Components, the Customer is solely responsible for obtaining such certificates or approvals at its own cost, and to otherwise ensure compliance with applicable law and regulations. The Customer shall indemnify and hold Alva harmless from any liability incurred by Alva because of a breach of this clause 10.4.
10.5 Alva shall not be liable for any direct, indirect, incidental or consequential damages, whether based in contract, tort, strict liability or otherwise, arising out of or in any way connected with installation or use of the Components.
10.6 Alva shall not be liable for any damage or penalty for delay in delivery when such delay is due to force majeure events.
10.7 The Customer shall indemnify, defend and hold harmless Alva from and against any claim or related liabilities, costs, expenses, damages, deficiencies, losses or obligations of any kind or nature (including legal costs), brought by a third party to the extent arising out of, or otherwise relating to the Customer’s use of the Components(s).
11. Cancellation
11.1 Alva shall have the right to cancel any unfilled order without notice to the Customer in the event that Customer becomes insolvent, adjudicated bankrupt, petitions for or consents to any relief under any bankruptcy reorganization statute, or becomes unable to meet its financial obligations in the normal course of business.
12. Rights
12.1 Alva retains all intellectual and industrial property rights in and to the deliverables to the Customer, including but not limited to trademarks, design, copyrights, visual representation, software, methods of manufacture, know- how, trade secrets and similar, and irrevocably grants the Customer all rights to use the deliverables for their intended purposes. Unless otherwise is explicitly agreed with the Customer, Alva also retains all rights to intellectual and industrial property rights in changes, improvements, developments and modifications to the deliverables made by Alva.
12.2 The Customer agrees not to copy, alter, modify, reverse engineer, or attempt to derive the composition or underlying information, structure or ideas associated with the Product(s). The Customer undertakes not to remove, overprint, deface or change any notice of confidentiality, copyright, trademark, logo, legend or other notices of ownership from the Product(s).
13. Confidentiality
13.1 The Parties are obliged to treat as confidential all information, know-how or other confidential material and any other material which is of such a nature that it should be considered confidential, and which is disclosed to the other party through business activities regulated by this Agreement. The Customer shall specifically treat as confidential all information relating to the Components.
13.2 Without prejudice to Alva’s responsibilities with respect to confidential treatment, the Customer accepts that the existence of the Agreement and the identity of the Customer can be used by Alva as a reference in marketing materials and other promotion, unless otherwise is agreed in writing. Alva will notify the Customer of any such use.
14. Assignments
14.1 Alva shall be entitled to, at all times, to assign its rights under the Agreement (in whole or in part) or to subcontract any part of the work or services to be provided under the Agreement as it deems necessary or desirable.
14.2 The Customer shall not be entitled to assign its rights under the Agreement (in whole or in part) to any third party without the prior written consent of Alva.
15. Changes
15.1 No agreements amending, altering or supplementing the terms of this Agreement and the order confirmation may be made except by means of a written document signed by a duly authorized representative of each Party.
15. Governing Law & Jurisdiction
16.1 This Agreement is governed by the laws of Norway.
16.2 Any and all disputes, controversy or claim related to the Agreement, and which cannot be settled amicably, shall be settled by arbitration in accordance with the Arbitration Rules of the Norwegian Central Chamber of Commerce, unless otherwise is separately agreed. The arbitration proceeding and all related documents and decisions of the arbitral panel shall be confidential.
16.3 The place of arbitration shall be Trondheim, Norway.