SFF Sales Conditions


Rev. 2.0 – 26.03.2021

These Terms and Conditions shall apply for all sales of Goods and Services performed by a company in SFF Group, unless otherwise expressly agreed upon in writing by Seller. The Seller’s Order Confirmation together with these Terms and Conditions constitutes the entire agreement between Buyer and Seller and supersedes all prior agreements and understandings, oral or written, including but not limited to, discussions, proposals, or negotiations. These Terms and Conditions supersede any and all terms and conditions stipulated, referred to or published by Buyer. In case of any extended or additional sales of Goods or Services in relation to the Order Confirmation, these General Terms and Conditions shall continue to apply.

Buyer confirms that it has received, carefully studied, and accepted all stipulations of these General Terms and Conditions for SFF Group Sales.

Art. 1 Definitions

1.1 SFF Group – means as referenced herein any companies directly or indirectly controlled by Scandinavian Fittings and Flanges Holding AS.

1.2 Buyer – means the legal entity the Order Confirmation is addressed to.

1.3 Seller – means the member of the SFF Group set out as Seller in the Order Confirmation.

1.4 Order Confirmation – means a sales order issued by the Seller of Goods and/or Services to be delivered by Seller to Buyer.

1.5 Goods – means the goods described in the Order Confirmation, including any materials or component thereof, including but not limited to relevant documentation such as, inter alia, certificates, drawings, calculations, and packing lists.

1.6 Services – means the activities to be performed under the Order Confirmation.

1.7 Specifications – means any plans, drawings, documents, specifications, data, industry standards, or other information relating to the Goods attached to or referred to in the Order Confirmation.

Art. 2 Quotations

2.1 Prices, delivery time and additional information are valid for 7 days, unless otherwise is specified in the quotation.

2.2 Buyer shall ensure that the Seller’s offer/Order Confirmation of Goods and/or Services is in accordance with Buyer’s purpose of the purchase.

2.3 All Goods offered from stock are subject to prior sales.

2.4 All offered prices are based on current material prices, insurance, and freight rates.

2.5 Quotations can be made in different currencies. Seller reserves the right to adjust prices in line with currency fluctuations until delivery is made, unless otherwise agreed.

2.6 Quotations are based on an undivided order. Seller reserves the right to revise the quotation in case of changes in quantities, materials, and specifications.

2.7 Pipes are offered in random lengths (Single Random Length or Double Random Length), if not otherwise specified.

Art 3 Payment and Invoicing

3.1 Buyer shall pay Seller the full price of the Goods and Services in accordance with the Order Confirmation.

3.2 Seller shall invoice the Buyer following delivery of the Goods and/or Services. Buyer shall pay Seller the total amount of the invoice within 30 days unless otherwise is agreed in the Order Confirmation.

3.3 Buyer shall not be entitled to deduct or set off any payment due to a dispute or a claim.

3.4 Seller is entitled to interest on overdue payments in accordance with the applicable rate as set out in the Norwegian act regarding interest on overdue payments (act no. 100/1976).

3.5 In the event of late payment, Seller reserves the right to suspend its obligations in the Order Confirmation and withhold Goods and/or Services until it receives payment.

3.6 Seller retains title to the delivered Goods until payment, including interest and other charges, has been received by Seller in full.

3.7 All prices are exclusive of value added taxes (VAT) unless otherwise is expressly agreed upon in writing.

Art 4 Delivery and non-performance

4.1 The agreed delivery dates are specified in Seller’s Order Confirmation. If Buyer does not submit missing or required documentation to Seller within the agreed time frame, the delivery time may be postponed without any cost implications or remedies towards Seller.

4.2 If delivery of the Goods or Services have not taken place within 10 business days after the time of delivery specified in the Order Confirmation, and this is not due to Buyer’s delayed or defective performance of its obligations under the Order Confirmation, Buyer is entitled to liquidated damages equal to 0,25% of the delayed item/quantity value per week until delivery is made. The Seller’s cumulative liability is however limited to maximum 5% of the delayed item/quantity value and represents the sole remedy for Buyer in the events of delay.

Art 5 Cancellation and Termination

5.1 If Buyer cancel a portion or the entire the Order Confirmation, Buyer shall compensate Seller for part of the work already performed and all costs incurred by Seller and subcontractors as applicable in connection with Goods or Services ordered prior to receipt of the cancellation notice, including base material cost, direct/indirect handling cost, necessary cancellation charges, administration costs and other documented expenses.

Art 6 Force Majeure

6.1 Neither of the parties shall be considered in breach of their obligations under the Order Confirmation to the extent that it can be established that performance has been prevented by force majeure.

6.2 The party invoking force majeure shall, as soon as possible, notify the other party of the force majeure situation.

6.3 Buyer and Seller are entitled to cancel the order should the force majeure situation last without interruption for 180 days or more. If it is a temporary situation both Buyer and Seller have the right to postpone the delivery.

6.4 In case of force majeure, each party shall cover its own costs resulting from the force majeure situation.

Art 7 Liability

7.1 Both parties shall mutually hold each other harmless from and against all losses or damages to their respective properties and personnel, arising out of or in connection with the Order Confirmation.

7.2 In no event, whether as a result of breach of agreement, warranty, indemnity, tort (including negligence), strict liability or otherwise, shall Seller or Buyer be liable towards the other party for loss of profit or revenues, loss of use of the Goods or of any special, consequential, incidental, indirect, or exemplary loss or damages.

7.3 The Guarantee Period for the Goods is 12 months and commences on the date of the delivery of the Goods, if not otherwise agreed. Seller’s liability for defects, warranties and guarantees shall be limited to repair or resupply of defect product.

7.4 Subject to Article 4.2, 7.1, 7.2 and 7.3 above, Sellers liability for breach of contract under the Order Confirmation are explicitly excluded, this include but is not limited to, any damages, indirect/direct costs and/or any other remedy on the part Seller towards Buyer.

Art 8 Terms of Delivery

8.1 The provisions of Incoterms 2020 latest edition shall apply.

8.2 Delivery term is Ex Works SFF Group’s warehouse(s), unless otherwise agreed in the Order Confirmation.

8.3 Risk of loss of or damages to the Goods shall pass upon delivery.

8.4 Container stuffing is not included regardless of delivery term agreed.

Art 9 Confidentiality

9.1 All information exchanged under the Order Confirmation shall be treated as confidential. Neither Seller or Buyer shall divulge to a third party the said information without the written consent of the other, unless such information is already known to the party in question at the time the information was received, or is or becomes part of the public domain other than through a fault of either party or is rightfully received from a third party, without an obligation of confidentiality.

9.2 Buyer may use or disclose confidential information to a third party in so far it is necessary for the performance of and control of the Goods and Services. In such cases the Buyer shall ensure that the third party signs a written confidentiality agreement no less stringent than as per these Terms and Conditions.

Art 10 Governing Law and Disputes

10.1 These Terms and Conditions and Order Confirmation shall be governed by and construed in accordance with the laws of the Kingdom of Norway. Disputes between the parties shall, at first, tried to be solved through negotiations.

10.2 Any dispute that arises from the Order Confirmation shall be subject to the exclusive jurisdiction of the Norwegian courts with Stavanger city court as agreed venue.