General Terms and Conditions

General sales terms and conditions of CA Technology Systems AS

Kindernay is a brand of CA Technology Systems AS, incorporated in Norway with organisation number 995 494 639 (herein referred to as “KINDERNAY”)

By placing any order with KINDERNAY, the Customer shall be deemed to have agreed to and accepted these Terms. For commercial / B2B- OEM orders, additional terms may apply.

 

Orders: Any order placed with KINDERNAY is not binding until it has been confirmed in writing by KINDERNAY. Until confirmation of the orders, KINDERNAY as the right to accept or reject the order in its sole discretion.

Once confirmed, the order cannot be changed or canceled by the Customer without KINDERNAY’s written consent.

 

Prices and Taxes: Prices shall be KINDERNAY’s quote price, or, if no price has been quoted (or a quoted price is no longer valid). For all sales outside Norway, the price listed in KINDERNAY’s published price list current at the date of acceptance of the order. Prices are expressed in EUROs The prices are net of any taxes, VAT, charges, import duties or transportation costs. The Customer will pay any and all exchange and clearance charges, Taxes and other amounts payable in connection with the delivery of the order.

For sales to Norway, prices are expressed in Norwegian kroner and include taxes and VAT.

 

Invoices and payments: Full payment for the Products shall be made by the Customer to KINDERNAY. Unless expressly agreed otherwise in writing, invoices are due before shipment departure, within 14 days of the date of the KINDERNAY’s invoice. Payment of the goods by bill of exchange or wire transfer on KINDERNAY bank account. A payment is first considered to have taken place when KINDERNAY can dispose of the amount without any form of restriction. If the Customer  fails to make any payment on the due date then, without limiting any other right or remedy available to KINDERNAY, KINDERNAY may: (i) cancel the contract or suspend any further deliveries to the Customer ; (ii) charge the Customer  interest on the amount unpaid, at the rate applied by the Norwegian Bank to its most recent refinancing operation, per annum until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

KINDERNAY has the right to check the Customer credit information and is entitled to require an advance payment or a security from the Customer , if KINDERNAY considers this necessary to secure its receivables on the basis of the Customer ’s credit information, payment behaviour or any other justifiable reason. KINDERNAY does not pay interest on advance payments or securities.

 

Delivery, Risk and Title:  Kindernay will deliver the products EXWorks Oslo, at the risk of the Customer from the time of delivery as defined by applicable incoterm (ICC 2020). Any dates quoted for delivery of the products are indicative only and Kindernay shall not be liable for any delay in delivery of the products however caused. If the Products ordered cannot be delivered on the quoted delivery date due to KINDERNAY, KINDERNAY will inform the Customer, and either (i) reschedule a delivery time, or (ii) cancel the Order if the product cannot be delivered and reimburse the Customer any payment it already made. KINDERNAY will not be liable for any damages suffered or claimed to be suffered by the Customer in connection with the cancellation of any Order.

The products may be delivered by Kindernay in advance of the quoted delivery date or may be delivered partially on giving reasonable notice to the Customer. If the Customer fails to accept delivery of products, KINDERNAY will have the right to store or arrange storage of the products at the Customer ’s risk and expense.

The Customer will pay all freight, insurance, and other shipping expenses, as well as any special packing expenses. Any claim concerning the shipment must be notified to KINDERNAY and to the carrier, by registered letter within 48 hours of delivery.

Delivered Products shall – to the extent permitted by the law of the Customer ’s country – remain the property of KINDERNAY until the whole sum payable under the invoice is paid. Payment occurs when the price is effectively received. Until the ownership has passed, the Customer shall maintain the Products in satisfactory condition and store them separately in order for them to be always identified. The Products in stock shall always be presumed to not have been paid. The Customer shall insure the Products, or when reselling the Products, before ownership has passed to it solely, assign the receivables to KINDERNAY. Any such resale shall be affected in the ordinary course of the Customer ‘s business at full market value. The Customer agrees to oppose any seizure or other security or similar action on unpaid Products in stock and to inform KINDERNAY of any such action.

 

Limited Warranty: KINDERNAY’s Products are guaranteed against manufacturing defects and failure in workmanship for two (2) years from the original date of purchase by a Customer. This warranty does not cover damage or failure resulting from misuse, abuse, modification, alteration, neglect, improperly stored, improperly assembled or repaired or assembled with inappropriate products, normal and reasonable wear and tear, crash, damage or impact, failure to perform routine maintenance as instructed, improper installation, or used by the Customer in any manner which adversely affects its performance or contrary to intended or recommended use.

 

Liability: The liability of KINDERNAY for Warranty shall be limited, at the sole election of KINDERNAY, to replacing or repairing the Product or refunding of the purchase price, unless otherwise required by the applicable mandatory law. The warranty to the Customer is subject to the Products serial number being maintained and stamped on the Product.

KINDERNAY shall not have any liability for additional warranties given by the Customer (e.g. fitness for particular purposes). The return procedure of the Product is as defined in KINDERNAY Return Procedure Guidelines, the respective current version being available on the website www.kindernay.com.

KINDERNAY liability. WHEN KINDERNAY IS LIABLE TO THE CUSTOMER FOR DAMAGES BY VIRTUE OF THE SALE AND PURCHASE OF THE PRODUCTS, SAID DAMAGES SHALL NEVER EXCEED THE NET INVOICED VALUE OF THE RELEVANT DELIVERY NOR INCLUDE CONSEQUENTIAL OR INDIRECT DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF BUSINESS REPUTATION OR OPPORTUNITY.

Nothing in this Agreement excludes or limits the liability, if the damage is caused by gross negligence or wilful act or personal injury or damage to privately owned property is caused.
KINDERNAY shall not be liable for damages resulting from (i) use of the Products not in accordance with Products’ description or directions for use; (ii) delivery, transportation, handling or storage of the Products by the Customer; (iii) use and sale of Products with an apparent defect which has not been reported to KINDERNAY.

CUSTOMER liability. CUSTOMER  AGREES TO INDEMNIFY AND HOLD KINDERNAY HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, COSTS (INCLUDING REASONABLY ATTORNEY’S FEES), LOSSES AND DAMAGES ATTRIBUTABLE TO OR ARISING FROM ANY BREACH OF THIS AGREEMENT OR CONDUCT BY CUSTOMER , CUSTOMER ’s NEGLIGENCE OR MISCONDUCT OR ANY STATEMENT, REPRESENTATION, OR WARRANTY MADE BY CUSTOMER  WITH RESPECT TO A PRODUCT OR ITS USE WHICH IS NOT FIRST APPROVED BY KINDERNAY IN WRITING OR CONTAINED IN KINDERNAY’S WRITTEN PRODUCT MATERIALS FURNISHED TO CUSTOMER  HEREUNDER.

 

IP Rights: CA Technology Systems AS is the sole proprietor of all Intellectual Property Rights in connection with the Products. This includes – but is not limited to – trademarks, domain names, business names, labels, registered designs and patents. Any unauthorized use of such rights is prohibited.

 

Confidential Information: As used herein, Confidential Information includes, but is not limited to, all information given to or acquired by the Customer in the course of this Agreement relating to KINDERNAY; KINDERNAY’s Customer s, suppliers and affiliates; and the Products and their design, manufacture, composition and use. The Customer shall not divulge any Confidential Information to third parties and upon termination of this Agreement shall return to KINDERNAY all Confidential Information in written form. This obligation of confidentiality shall not apply to any information which is or later becomes public knowledge through no fault of the Customer, or which is subsequently acquired by the Customer from sources under no obligations of secrecy, or which is reasonably required to be disclosed by any law or court order.
The Customer is responsible for the fact that all of its employees and any subcontractor/s agree to the aforementioned confidentiality provisions. The confidentiality obligation shall survive the termination of the Contract.

 

Force Majeure: No failure or omission, in whole or in part, to carry out or observe any of the terms, provisions or conditions of this Agreement shall give rise to any claim by KINDERNAY against Customer or by Customer against KINDERNAY or be deemed to be a breach of this Agreement, if the same is caused by or arises out of “Force Majeure Event.” Are considered as Force Majeure events that are external to the relevant Party, which could not be reasonably foreseen upon entering into this Agreement and which effects may not be avoided by appropriate measures.

The party affected shall give the other party immediate notice of the cause preventing or hindering the production, delivery or shipment of Product and shall give a further notice as soon as possible after such cause has ceased to have effect.

If the Force Majeure Event in question continues for a continuous period of more than ninety (90) days, the Customer shall be entitled to give notice in writing to KINDERNAY to terminate the Contract. KINDERNAY does not have any liability, when the Contract is terminated due to a Force Majeure Event.

 

Assignment: The Customer shall not assign the Contract or any part of it without prior written consent of KINDERNAY. KINDERNAY has the right to assign the Contract, the receivables or any part of it to any person, firm or company, by giving prior written notice to Customer.

 

Governing law: Applicable Law. These General Terms and Conditions of sale as well as any sales contract concluded between the Customer and KINDERNAY will be interpreted and construed in accordance with Norwegian laws, without, however, giving effect to the rules on conflict of laws within such jurisdiction. The UN Convention on Contracts for the International Sale of Goods shall not apply.

Jurisdiction. All disputes arising out of or in connection with the sale of Products hereunder shall be submitted to the court of first instance of KINDERNAY’s registered place of business.

 

Entire Agreement: This Agreement contains all of the agreements of the parties with regard to the scope of this Agreement. This Agreement supersedes and terminates all prior agreements whether written or verbal of the parties with regard to the scope of this Agreement, if any, upon its commencement.