1.1 Alva Industries AS (“Alva”)is a motor manufacturing company with its headquarters in Fossegrenda 1E, 7038 Trondheim (org. no. 918 714 006). Alva develops, produces and sells high-performance electrical motors and specializes in developing and producing electric motors for large industrial unmanned aerial vehicles.
1.2 The Customer wish to purchase from Alva its electrical motors (the “Product”) 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 Products 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, except for prototype Products.
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.
2.1 The estimated delivery schedule for the ordered Product(s) are set out in the order confirmation. All delivery estimates are subject to change.
2.2 Delivery shall be considered as completed on such time as the Product is made available for collection by the Customer.
3.1 Alva will provide the Customer with its standard technical specifications, drawings, installation and service instructions and spare parts lists that concern the Product(s).
3.2 When making the Products available to other third parties, the Customer shall be responsible for ensuring that the transaction 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 Products by Customer's customer or partners.
The Customer shall provide Alva with operational data and test data for the Prototype Product(s) in the format and frequency specified by Alva for the purposes of improving future design of the Product and for data collection purposes.
5.1 Unless otherwise is agreed in writing, payment terms shall be as specified in the order confirmation and all payments are to be in NOK. All payments shall be made within such time as stated in the invoice or order confirmation.
5.2 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.
5.3 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.
5.4 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.
5.5 Alva retains a security interest in the Product 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 Product has been delivered as determined by the delivery terms, see section 1.
The Customer shall notify Alva of any visible defects, quantity shortages or incorrect Product shipments within seven (7) 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, subject to the Customer’s rights as set out in section 1.
7.1 Except as specified below, Products sold hereunder shall be free from defects in materials and workmanship, and shall conform to Alva’s published specifications or other specifications accepted in writing by Alva for the specific warranty period set out in the order confirmation, calculated from the date of shipment of the Product(s). In the event that no warranty period is set out in the order confirmation, the warranty period shall be one (1) year.
7.2 The foregoing warranty does not apply to any Products which have been subject to misuse, neglect, accident, modification, improper installation or repair, use together with third party components, or which have been altered such that they are not capable of being tested under normal test conditions. Alva will in its sole discretion make the final determination as to whether the Product(s) are defective.
7.3 As the sole remedy in the event of a defect in a delivered Product, Alva will, at its option and upon having received a notification of non-conformity from the Customer within reasonable time after delivery of the Product, or, in the event of visible defects, within seven (7) days after delivery, either use reasonable efforts to remedy the defect(s) to ensure that the Product can be delivered without defects or replace or issue credit for the defective Product.
7.4 Not withstanding the foregoing, Alva does not warrant that the Products will be compatible or suitable for any and all uses. The foregoing warranty and remedies are exclusive and made expressly in lieu of all other warranties, expressed, implied or otherwise, including warranties of non-infringement, merchantability and fitness for a particular purpose.
8.1 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 and commercial utilization (including sales to and use by Customer's customers) of any product manufactured, sold, leased or delivered by Alva.
As Alva has no control over use, setup, final assembly, modification or misuse, 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 Products, 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 It send-customers with respect to ownership and use of the Products, including, without limitation, personal injury or infringement of third party rights.
8.2 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 8.2.
8.3 The Customer shall be responsible for ensuring that ownership, use and distribution of the Products complies with any applicable regulatory requirements with respect to the lawfulness of the ownership, use, marketing and sales of the Products. If – and to the extent – that certification or similar of the Products is required to market and sell the Products, 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 8.3.
8.4 Alva shall not be liable for any incidental or consequential damages, including, but not limited to, the cost of labour, delay, lost profits or loss of goodwill arising out of the sale, installation or use of the Products.
8.5 If Alva has any other liability for breach of this Agreement, breach of any implied condition, warranty or representation, the aggregate liability for Alva shall be limited in respect of any occurrence or series of occurrences to the payment made by the Customer for the respective and relevant Product.
8.6 Alva shall not be liable for any damage or penalty for delay in delivery when such delay is due to force majeure events.
The COVID-19 disease which has been declared to be a pandemic by the World Health Organisation will also constitute force majeure for the purpose of this clause, but only to the extent that a direction of a relevant government:
a) Directly prevents the performance of a Alva's obligations or the availability of any components of the Products; and
b) Alva cannot mitigate the impact of the above by use of reasonable endeavours.
Alva shall have the right to cancel any unfilled order without notice to the Customer in the event thatCustomer 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.
10.1 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 theCustomer 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.
10.2 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).
11.1 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.
11.2 Without prejudice to Alva’s responsibilities with respect to confidential treatment, the Customer accepts that the existence of the Agreement and the identity of theCustomer 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.
12.1 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.
12.2 The Customer shall not been titled to assign its rights under the Agreement (in whole or in part) to any third party without the prior written consent of Alva.
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.
14. Governing law and jurisdiction
This Agreement is governed by the laws of Norway. Any and all disputes related to the Agreement, and which cannot be settled amicably, are subject to the exclusive jurisdiction of Sør-Trøndelag tingrett (district court).