GENERAL CONDITIONS OF WEB SALE
NON-COMMERCIAL USE PURPOSES AND RESEARCH USE ONLY
These general conditions apply to all sales of goods from ArcticZymes AS (hereinafter called “ArcticZymes”) through the ArcticZymes’ webshop.
DEFINITIONS
AZT means ArcticZymes Technologies ASA (including its subsidiaries).
Contract means each agreement for the purchase of Products from AZT pursuant to an order confirmation from AZT of the BUYER's PO.
Conditions means these General Conditions of Web Sale
BUYER means a company, firm or person to which AZT is selling Products (the other party to a Contract).
Non-Commercial Purposes has the definition specified in Section 3 below.
Products means products, materials or services from AZT.
Purchase Order (PO) means order placed by BUYER in the AZT webshop for the supply of the Products.
1. APPLICABILITY
i. These Conditions apply to all sales of Products from AZT through the AZT webshop for Non-Commercial Purposes and research use only. These Conditions alone shall apply to each Contract (and PO), unless specific terms are agreed in writing by AZT. The applicability of other conditions proposed or stipulated by the BUYER in any form, whether written or oral, is hereby expressly rejected.
ii. Failure by AZT to demand strict compliance with these Conditions shall not be construed as a waiver of any such Conditions and shall not affect the validity of, or ability to enforce any of the provisions thereof.
iii. In the event that any of the provisions of these Conditions become or are found to be invalid or unenforceable, this shall in no way impair or affect any of the other provisions, all of which shall remain in full force and effect.
2. ORDERING PROCESS
i. Upon placing an PO in the Webshop, an order receipt will be sent immediately to the BUYER's registered e-mail address. After reviewing the PO, AZT will issue a formal order confirmation to BUYER by email. The order confirmation will also include the scheduled shipping date and chosen shipping method.
ii. Once a PO from BUYER is accepted in an order confirmation by AZT a Contract is deemed to have been concluded incorporating these Conditions.
iii. Products may only be returned after written agreement with AZT.
3. PRICE AND PAYMENT
i. The price for the Products shall be as specified in the order confirmation. Upon changes in costs, currency exchange rates or duties/public fees during the time from the order confirmation to the delivery, AZT is entitled to adjust the price in accordance therewith.
ii. Payment shall be made by credit card in the webshop or following receipt of AZT’s valid invoice (quoting the PO number) sent to BUYER by email upon shipment of the Products. Normal credit time is 30 days unless otherwise agreed.
iii. In case of late payment, the BUYER is liable for default interest according to the Norwegian Act Relating to Interest on Overdue Payments of 1976.
4. NON-COMMERCIAL USE RIGHTS
i. The Products are provided to BUYER on a non-exclusive basis for non-commercial use purposes (hereinafter called “Non-Commercial Purposes”). Non-Commercial Purposes means use of Products for the following:
- Research
- Testing and product development tool
No resale or incorporation into Buyer's technologies or products is permitted.
5. INTELLECTUAL PROPERTY RIGHTS
i. No rights, other than those conveyed from AZT to BUYER through the mere sale of the Products shall be deemed to be transferred from AZT to BUYER.
ii. BUYER represents and warrants that it will not use any information it may receive with the Products for any other purpose than the Non-Commercial Purposes.
iii. BUYER represents and warrants that it will not, either directly or indirectly, reverse-engineer or otherwise design-around the Products.
iv. BUYER shall be liable for, and shall fully and promptly indemnify and hold harmless AZT against any and all costs, damages, losses and claims (including but not limited to legal fees) which AZT may suffer or incur as a result of any infringement or alleged infringement of third party Intellectual Property rights through the use of BUYER’s offering or any breach of the warranties or representations in these Conditions and this Section 4.
6. THE LIABILITY OF AZT
i. Information in respect of the Products does not represent guarantees or warranties, unless this is specifically stated in the order confirmation.
ii. BUYER’s sole and complete remedy for the failure of AZT to provide conforming Products hereunder shall be the replacement of such non-conforming Products with conforming Products, or a full refund of the BUYER’s payment for such non-conforming Product, at the discretion of AZT. The BUYER has a duty to examine the Products immediately upon delivery and to notify AZT and the carrier in writing without undue delay and no later than three days after delivery. Alleged faulty Products shall be returned to AZT or be secured upon instructions from AZT.
iii. All delivery dates stipulated in the order confirmation are estimates only, and AZT shall not be liable for any delay. The BUYER may terminate the Contract by written notice if delivery of the respective Products is delayed by more than forty-five (45) days from the delivery date set out in the order confirmation.
iv. EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, PRODUCTS ARE PROVIDED BY AZT WITHOUT WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. AZT MAKES NO EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY THAT THE PRODUCTS WILL NOT INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK OR OTHER THIRD PARTY PROPRIETARY RIGHTS.
v. FOR THE AVOIDANCE OF ANY DOUBT AND EXCEPT AS OTHERWISE PROVIDED HEREIN, AZT WILL NOT BE LIABLE FOR ANY LOST PROFITS, COSTS OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES, LOST BUSINESS, ENHANCED DAMAGES FOR INTELLECTUAL PROPERTY INFRINGEMENT OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SPECIAL DAMAGES SUFFERED BY BUYER ARISING OUT OF OR RELATED TO THE CONTRACT FOR ALL CAUSES OF ACTION OF ANY KIND (INCLUDING TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY AND BREACH OF WARRANTY) EVEN IF AZT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS ARTICLE DOES NOT APPLY TO ANY ACTION ARISING FROM THE WILLFUL MISCONDUCT OF AZT.
7. DELIVERY – TRANSFER OF RISK
Unless otherwise agreed, delivery shall be deemed to be FCA (Free Carrier) loading port (Incoterms 2020). Full and unencumbered title to, and risk in, the Products shall pass to BUYER upon delivery. Alternative agreed terms shall be stated in the order confirmation. If BUYER does not take relevant steps for the Products to be received upon delivery, it shall be liable for all costs involved in storing and otherwise taking care of the Products. BUYER must be prepared for the possibility that terminal owners or carriers destroy uncollected Products.
8. GENERAL
i. The Contract will only confer rights and benefits on AZT and the BUYER, and no third party will acquire any rights or benefits under the Contract.
ii. Neither party shall disclose to any third parties any details relating to the other party, including prices and sales figures, technical or commercial details or any other confidential information which has been obtained in connection with the Contract, unless such disclosure is required by law or regulatory authority.
iii. The relationship of the parties is that of independent contractors, and nothing herein shall be construed as establishing one party or any of its employees as the agent, legal representative, joint venturer, partner, employee, or servant of the other.
iv. These Conditions shall be governed by and construed in accordance with Norwegian law, and the parties irrevocably submit to the non-exclusive jurisdiction of the courts in Oslo.
vi. AZT shall have the right to amend these Conditions from time to time on giving reasonable written notice to BUYER.
vii. These Conditions and the other special trading terms (if any) attached hereto set out all the terms relating to the supply of Products to BUYER by the AZT and supersede all previous agreements, understandings and representations between the parties.