GENERAL TERMS & CONDITIONS – from bright-products.com
Seller: Bright Products AS
Organisational number: 997 620 992MVA.
Adress: Holbergs gate 19, 0166 Oslo
E-mail: info@bright-products.com
Phone: +47 902 14 423
PLEASE READ CAREFULLY: UNLESS YOU AS THE CUSTOMER HAVE ANOTHER VALID AGREEMENT APPLICABLE TO THIS PURCHASE, OR UNLESS BRIGHT PRODUCTS SPECIFIES DIFFERING OR ADDITIONAL TERMS FOR A SPECIFIC PRODUCT OR SUPPORT, THE FOLLOWING BRIGHT PRODUCTS GENERAL TERMS & CONDITIONS WILL GOVERN PURCHASES MADE HEREUNDER.
BY USING THE PRODUCT, OR BY CHOOSING THE “I ACCEPT” OPTION LOCATED ON OR ADJACENT TO THE SCREEN WHERE THESE TERMS MAY BE DISPLAYED, YOU AGREE TO THE TERMS BELOW. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF ANOTHER PERSON OR A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL AUTHORITY TO BIND THAT PERSON, COMPANY, OR LEGAL ENTITY TO THESE TERMS.
Parties
Parties. These terms represent the agreement (“Agreement”) that governs the purchase of products and services from BRIGHT Products AS identified in the signature section below (“BRIGHT”) by the Customer identified below (“Customer”).
Orders
“Order” means the accepted order of products or services including any supporting material which the parties identify as incorporated either by attachment or reference (“Supporting Material”). Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, and statements of work (SOWs), published warranties and service level agreements, and may be available to Customer in hard copy or by accessing a designated BRIGHT website.
Order Arrangement
Customer may place orders with BRIGHT through their website, by phone, letter or e-mail. Where appropriate, orders must specify a desired delivery date. An order is binding when order confirmation has been sent and the customer has not notified BRIGHT of any discrepancies within 72 hours. If Customer extends the delivery date of an existing Order beyond ninety (90) days, then the existing order will be cancelled, and the extension will be considered a new order.
Prices and Taxes
Prices will be as quoted in writing by BRIGHT or, in the absence of a written quote, as set out on their website or in a price list otherwise published by BRIGHT at the time an order is submitted to BRIGHT. Prices are exclusive of taxes, duties, fees (“fees” includes installation, shipping and handling), unless quoted otherwise by BRIGHT. Where applicable, taxes, duties and fees thus come on top of the price for the product or service. If, during the time between acceptance of the order and delivery, the currency exchange rate between Norwegian kroner (NOK) and the currency the order shall be paid in changes more than 2 %, BRIGHT is entitled to adapt the price accordingly.
Invoices and Payment
Customer agrees to pay all invoiced amounts within the agreed payment term confirmed in the order confirmation. BRIGHT may suspend or cancel performance of open Orders if Customer fails to make payments when due.
Title
Risk of loss or damage and title for hardware products will pass upon delivery to Customer or its designee. Where permitted by law, BRIGHT retains a security interest in products sold until full payment is received.
Delivery
BRIGHT will use all commercially reasonable
efforts to deliver products in a timely manner. BRIGHT may elect to deliver software and related product/license information by electronic transmission or via download. Damages or loss in transit or short shipments must be notified to BRIGHT within 7 days of receipt of goods.
Support Services
BRIGHT’s support services will be described in the applicable Supporting Material, which will cover the description of BRIGHT’s offering, eligibility requirements, service limitations and Customer responsibilities, as well as the Customer systems supported.
Eligibility
BRIGHT’s service, support and warranty commitments do not cover claims resulting from:
1. improper use, site preparation, or site or environmental conditions or other non- compliance with applicable Supporting Material;
2. modifications or improper system maintenance or calibration not performed by BRIGHT or authorized by BRIGHT;
3. failure or functional limitations of any non- BRIGHT software or product impacting systems receiving BRIGHT support or services;
4. malware (e.g. virus, worm, etc.) not introduced by BRIGHT; or
5. abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond BRIGHT’s control.
Dependencies
BRIGHT’s ability to deliver products and services will depend on Customer’s reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the products and services.
Product Performance
All BRIGHT’s branded hardware products are covered by BRIGHT’s limited warranty statements that are provided with the products or otherwise made available. Hardware warranties begin on the date of delivery or if applicable, upon completion of BRIGHT installation, or (where Customer delays BRIGHT installation) at the latest 30 days from the date of delivery. Non-BRIGHT branded products receive warranty coverage to the extent provided by the relevant third-party supplier.
Software Performance
BRIGHT warrants that its branded software products will conform materially to their specifications and be free of malware at the time of delivery. BRIGHT warranties for software products will begin on the date of delivery and unless otherwise specified in Supporting Material, will last for ninety (90) days. BRIGHT does not warrant that the operation of software products will be uninterrupted or error-free or that software products will operate in hardware and software combinations other than as authorized by BRIGHT in Supporting Material.
Notification to BRIGHT
Any notifications alleging non-contractual performance of products or services, or invoking any of the above-mentioned warranties, shall be forwarded to BRIGHT at the latest 7 days after the date the customer discovered or should have discovered the alleged breach of contract or warranty.
Product warranty Claims
When we receive a valid warranty claim for a BRIGHT hardware or software product, BRIGHT or BRIGHT’s partner will either repair the relevant defect or replace the product. If BRIGHT is unable to complete the repair or replace the product within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to BRIGHT. BRIGHT will pay for shipment of repaired or replaced products to Customer and Customer will be responsible for return shipment of the product to BRIGHT.
Remedies
This Agreement states all available remedies for warranty claims. To the extent permitted by law, BRIGHT disclaims all other warranties.
Intellectual Property Rights
No transfer of ownership of any intellectual property will occur under this Agreement. BRIGHT or any third party holding or exercising intellectual property rights in products and services delivered by BRIGHT retain all intellectual property rights.
Intellectual Property Rights Infringement
BRIGHT will defend and/or settle any claims against the Customer that alleges that a BRIGHT-branded product or service as supplied under this Agreement infringes the intellectual property rights of a third party. Customer must promptly notify BRIGHT of the claim and offer BRIGHT full cooperation with the defence. BRIGHT may modify the product or service so as to be non-infringing and materially equivalent, or we may procure a license. If these options are not available, we will refund to Customer the amount paid for the affected product in the first year or the depreciated value thereafter or, for support services, the balance of any pre-paid amount. BRIGHT is not responsible for claims resulting from any unauthorized use of the products or services.
License Restrictions
BRIGHT may monitor license restrictions remotely and, if BRIGHT makes a license management program available, Customer must agree to install and use it within a reasonable period of time. Customer may not copy licensed software onto or otherwise use or make it available on any public external distributed network. Licenses that allow use over Customer’s intranet require restricted access by authorized users only. Customer is not allowed to modify, reverse engineer, disassemble decrypt, decompile or make derivative works of any products software licensed to Customer under this Agreement unless permitted by statute, in which case Customer is obliged to provide BRIGHT with sufficiently detailed information about those activities.
Global Trade compliance
If Customer exports, imports or otherwise transfers products and/or deliverables provided under these terms, Customer will be responsible for complying with applicable laws and regulations and for obtaining any required export or import authorizations. BRIGHT may suspend its performance under this Agreement to the extent required by laws applicable to either party.
Limitation of Liability
BRIGHT’s liability to Customer under this Agreement is limited to the amount payable by Customer to BRIGHT for the relevant Order. BRIGHT will not be liable for lost revenues or profits, downtime costs, loss or damage to data or indirect, special or consequential costs or damages. This provision does not limit BRIGHT’s liability for: unauthorized use of intellectual property, death or bodily injury caused by their negligence; acts of fraud; wilful repudiation of the Agreement; nor any liability which may not be excluded or limited by applicable law.
Force Majeure
Neither party will be liable for performance delays nor for non-performance due to causes beyond its reasonable control, except for payment obligations.
Termination
Either party may terminate this Agreement on written notice if the other fails to meet any material obligation and fails to remedy the breach within a reasonable period after being notified in writing of the details. If either party becomes insolvent, unable to pay debts when due, files for or is subject to bankruptcy or receivership or asset assignment, the other party may terminate this Agreement and cancel any unfulfilled obligations. Any terms in the Agreement which by their nature extend beyond termination or expiration of the Agreement will remain in effect until fulfilled and will apply to both parties’ respective successors and permitted assigns.
General
This Agreement represents our entire understanding with respect to its subject matter and supersedes any previous communication or agreements that may exist. Modifications to the Agreement will be made only through a written amendment signed by both parties. With the exclusion of rules as to choice and conflict of law, the Agreement and any claims arising out of the Agreement will be governed by the laws of the country of BRIGHT Products AS (Norway) or the BRIGHT Affiliate accepting the Order. The courts of that country will have jurisdiction. However, BRIGHT or its Affiliate may nevertheless bring lawsuits for payment in the country where the Customer or Customer Affiliate that placed the Order is located. The UN Convention on Contracts for the International Sale of Goods shall not apply, cf. Article 6 of the latter convention. Instead, the relevant Norwegian acts on sale of goods shall supplement this Agreement.