1. BACKGROUND AND APPLICABILITY
1.1 Enua AS (“Enua”), a Norwegian private limited liability company with company registration no. 827 444 022, develops, manufactures, and supplies innovative products, services, and solutions to improve global energy utilization and ensure distribution and access to sustainable energy across several application areas.
1.2 The Customer wishes to purchase certain products and/or software services, support and auxiliary professional services from Enua (the “Deliverables” and “Services” respectively) in accordance with the terms set forth in these General Terms and Conditions with appendices (the “Agreement”). The “Customer” shall mean the legal entity or individual(s) entering into this Agreement. For Services specified herein and/or in the Order Confirmation, certain additional terms might apply, as attached to this Agreement as Appendix 1 or otherwise referenced herein.(“Service Terms”)
1.3 Enua and the Customer may hereinafter be referred to as a “Party”, or collectively as the “Parties”.
1.4 By procuring the Deliverables from Enua, the Customer accepts the terms and conditions set out herein and agrees to be bound by the Agreement. The Agreement shall, together with Enua’s confirmation of the Customer’s order (the “Order Confirmation”), constitute the entire agreement entered into between the Parties, in addition to any written separate sales agreements or similar entered into by the Parties. The Agreement, including the appendices and/or additional terms referenced herein or in the Order Confirmation, shall take precedence over any terms and conditions for purchase or similar, if any, invoked by the Customer.
1.5 Unless otherwise is agreed in writing, Enua will issue an Order Confirmation within reasonable time after reception of a purchase order from the Customer. The total purchase price and estimated delivery time(s) are set out in the relevant Order Confirmation.
1.6 This Agreement shall apply to all quotations and offers made by and orders accepted by Enua unless otherwise expressly stated in the Order Confirmation.
1.7 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 Enua and the Customer, the terms set out in this Agreement shall prevail unless it is clearly evidenced that the changes or amendments are intended under mutual agreement between the Parties. Any changes in this Agreement must specifically be agreed to in writing signed by an officer of Enua before becoming binding on either Party.
2. DELIVERY
2.1 All delivery of Deliverables will be made Ex Works (EXW) at Enua’s designated delivery venue unless otherwise explicitly stated in the Order Confirmation.
2.2 The estimated delivery schedule for the ordered Deliverables(s) is set out in the Order Confirmation. All delivery estimates are subject to change. For software services, the term of service will be set out in the Service Terms.
2.3 Delivery shall be considered as completed on such time as the Deliverable(s) is made available for collection by the Customer or otherwise dictated by separately agreed delivery terms expressly stated in the Order Confirmation.
3. DOCUMENTATION AND CERTIFICATION ETC
3.1 Enua will make its standard technical specifications, drawings, installation and service instructions and spare parts lists that concern the Deliverables(s) available at a designed website (www.enua.no/products) or customer portal or otherwise upon request by the Customer.
3.2 Unless stated in the Order Confirmation, Enua will not be responsible for obtaining approvals, certifications or the compliance with any regulatory requirements anywhere in the world other than what is required under mandatory law.
4. PAYMENT
4.1 The Customer shall pay to Enua the purchase price for the Deliverables as set out in the Order Confirmation. All fees are listed in NOK and are exclusive of VAT or similar taxes, unless otherwise is agreed in the Order Confirmation.Unless otherwise set out in the Order Confirmation, payments are due thirty (30) days after receipt of invoice. This also applies for professional services, subscription- and license fees etc for which payment schedules and terms are set out in the Service Terms.
4.2 If Customer fails to make any undisputed payments when due, then, without limiting Enua’s other remedies available under the Agreement or applicable law, Enua shall have the right to claim interest on any overdue payments pursuant to Act No. 100 of 17 December 1976 relating to Interest on Overdue Payments (Late Payment Interest Act).
4.3 Enua retains a security interest in the Deliverables until the Customer’s final payment to Enua for the Deliverables. Risk of loss and title shall pass to the Customer as soon as the Deliverables has been delivered as determined by the delivery terms in section 2.
5. DEFECTS
5.1 The Customer shall notify Enua of any visible defects, quantity shortages or incorrect Deliverables shipments within fourteen (14) days of delivery. Notifications shall be made in a manner and format as determined by Enua (by e-mail or through a designated Customer portal if applicable) and shall include information and documentation as reasonably requested by Enua to determine the nature of the default or defect. Failure to notify Enua 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 6, unless otherwise provided by mandatory law.
5.2 Enua’s responsibilities and corresponding liabilities for service-quality and accessibility for software services etc is exhaustively governed under the Service Terms as attached hereto.
6. WARRANTIES
6.1 Enua warrants that the Deliverables, under normal use, will function as specified in the purchase documentation provided with the Deliverables for a period of one (1) year from the date of purchase (the "Warranty Period"), unless another warranty period is set out in the Order Confirmation (the “Supplier Warranty”).
6.2 The Supplier Warranty is in addition to, and does not restrict or limit, any statutory rights of complaint pursuant to mandatory law directly applicable for the Customer. This includes, but is not limited to, consumers' 5-year right to make a claim under § 27 of the Norwegian Consumer Purchases Act and the 2-year right to make a claim under § 32 of the Norwegian Sale of Goods Act for other Customers.
6.3 Enua will, in its sole discretion, make the final determination as to whether the Deliverables are defective and subject to the Supplier Warranty. If Enua determines that the Deliverables are defective and subject to the Supplier Warranty, the Customer has the right to have the Deliverables repaired or replaced. It is up to Enua to decide whether the defect should be rectified through repair or replacement.
6.4 Repaired Deliverables will be covered by the Supplier Warranty either for the remainder of the original Warranty Period or for ninety (90) days, whichever provides longer coverage. Replacement Deliverables, on the other hand, will be covered by the Supplier Warranty asper the original purchase and will have a warranty period of one (1) year from the date of delivery. Enua retains ownership of any Deliverables or parts that are replaced.
6.5 The Supplier Warranty is conditional upon the Customer notifying Enua of the defect in a manner and format as determined by Enua (by e-mail or through a designated Customer portal if applicable) within a reasonable time after the defect was discovered or should have been discovered, and upon presenting a valid sales document or receipt confirming the purchase and the purchase date. Additionally, the Customer must provide information and documentation as reasonably requested by Enua to determine the nature of the defect.
6.6 The Supplier Warranty is not limited to defects present at the time of delivery – it also covers functional defects that arise after delivery. However, the Supplier Warranty is conditional upon proper storage and use, as well as the installation, maintenance, and repair of the Deliverables being performed in accordance with Enua's guidelines, as outlined in the Deliverables' installation documentation and product information. The Supplier Warranty only covers defects that are due to circumstances related to the Deliverables and does not cover defects attributable to the use of the Deliverables for purposes they are not designed or intended for, normal wear and tear or deterioration, or improper use, misuse, negligence, or accidents.
6.7 The Supplier Warranty does not impose any responsibility on Enua to cover losses caused by defects in the Deliverables, including damage to property, lost profits, and other indirect losses.
6.8 The Supplier Warranty applies to Deliverables purchased and used in Norway or other countries within the EEA. The Supplier Warranty is provided only to the original purchaser and cannot be transferred upon the transfer of the Product (directly or indirectly).
6.9 For professional services, software licenses, and/or subscription-based services, Enua’s responsibilities and corresponding liabilities for service quality and accessibility of software services, etc., are exhaustively governed by the Service Terms attached hereto or expressly referenced as applicable to the service(s) in the Order Confirmation.
7. LIABILITY
7.1 Enua 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 Deliverables.
7.2 The aggregate liability of Enua arising out of or in connection with this Agreement shall not exceed the purchase price of the Deliverables and any fees paid by the Customer to Enua during the twelve (12) months prior to the event giving rise to the liability. For the avoidance of doubt, this limitation of liability shall be cumulative and not per incident.
7.3 Enua shall not be liable under the Agreement if prevented from or delayed in performing its obligations by a force majeure event or other circumstances beyond its reasonable control, whether foreseeable or unforeseeable, including but not limited to shortages of labour, energy, fuel, machinery or materials, technical or yield failures, weather conditions, acts of civil or military authorities, fire, strikes, job actions, floods, earthquakes, epidemics, war, terrorism, riots or supplier or vendor delays.
8. CANCELLATION
8.1 To the extent permitted by mandatory law, all orders of Deliverables are final and binding upon issue of the Order Confirmation and is not subject to change or cancellation for convenience by the Customer.
8.2 Enua 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. This also applies in the event that the Customer has not fulfilled their payment obligations for current or past purchase of services and/or Deliverables from Enua and has not met their payment obligations after having received final notice of termination from Enua.
9. INTELLECTUAL PROPERTY RIGHTS
9.1 Enua 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, Enua also retains all rights to intellectual and industrial property rights in changes, improvements, developments and modifications to the Deliverables made by Enua even when based on a requirement or request from the Customer.
9.2 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 Deliverables(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 Deliverables(s).
9.3 If Customer provides to Enua suggestions, enhancement requests, recommendations, statistics or other comments or information regarding experience with the Product (“Feedback”), Customer agrees that Enua may use all Feedback provided in any manner and without limitation, attribution or any compensation due in any form to the Customer or the person providing such Feedback.
10. CONFIDENTIALITY
10.1 Except as explicitly stated in this Agreement, any information shared between the Parties that may reasonably be considered as proprietary or confidential, whether in a tangible or intangible form, and whether or not designated by a Party as proprietary or confidential, as well as any information created or derived from any such information (“Confidential Information”) shall be treated as confidential.
10.2 The receiving Party shall duly handle and protect Confidential Information from unauthorized disclosure using the same level of care the receiving Party uses to protect its own Confidential Information, but at least a commercially reasonable level of care. Confidential Information shall not be disclosed by the receiving Party to any third party, or used by the receiving Party for any other purpose than for which it was disclosed or as otherwise agreed in the Agreement, without the written consent of the disclosing Party, unless such Confidential Information: (i) is already known by rightful means to the receiving Party at the time the information was received; (ii) is or becomes part of the public domain other than through a fault of the receiving Party; (iii) is received from a third party without an obligation of confidentiality of which the receiving Party was or should have been aware; or (iv) is required to be disclosed by applicable laws, governmental, or other public authority regulation or decision, or ordered by a court of law.
10.3 At any time, upon the disclosing Party’s reasonable request, the receiving Party shall promptly return to the disclosing Party or destroy, at the disclosing Party’s option, any Confidential Information of the disclosing Party.
10.4 Without prejudice to Enua’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 Enua as a reference in marketing materials and other promotion, unless otherwise is agreed in writing.
11. PERSONAL DATA
11.1 Enua will take all reasonable steps to ensure the integrity and security of personal data in accordance with applicable laws and regulations. Enua will not disclose or grant third parties access to any such personal data for any purpose and will not itself use such data for any other purpose, commercially or otherwise, than what is required to fulfil its obligations under this Agreement. However, Enua will aggregate anonymous statistics and is free to use the results of such statistics for commercial purposes.
11.2 In the event that applicable privacy laws or regulations require the execution of a Data Processing Agreement at any point during the term of this Agreement, the Parties agree to execute such a Data Processing Agreement to ensure compliance with all relevant legal requirements.
11.3 Enua’s privacy policy is available on https://www.enua.no/privacy-policy.
12. MISCELLANEOUS
12.1 Each Party is responsible and solely liable for its compliance with applicable export control laws and regulations.
12.2 Neither Party can assign its rights under the Agreement (in whole or in part) to any third party without the prior written consent of the other Party. This does however not limit the rights of Enua to subcontract any part of work or services related to the Deliverables as it deems necessary or desirable.
12.3 If a provision of this Agreement is held invalid under applicable law, such invalidity shall not affect any other provision of this Agreement that can be given effect without the invalid provision. Further, all terms and conditions of this Agreement shall be deemed enforceable to the fullest extent permitted by mandatory law.
12.4 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.
12.5 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 the courts of Trondheim, Norway.
