Bergen Ship Supply AS
General Terms and Conditions of Sale
These terms govern the sale of goods and related services by Bergen Ship Supply AS (organisation number 938 440 212), Kongsmyrveien 32 A, 5174 Mathopen, Norway (“the Seller”) to a commercial buyer (“the Buyer”). They apply to business-to-business sales only.
Application and precedence
These terms apply to every quotation, order confirmation, delivery and invoice issued by the Seller unless expressly varied in writing and signed by the Seller. They take precedence over any purchasing conditions of the Buyer, whether or not those conditions are referred to in the Buyer's order. Where the Seller and the Buyer have entered into a separate written supply agreement, that agreement prevails to the extent of any conflict.
Quotations and orders
Quotations are valid for 14 days from the date of issue unless a different period is stated, and are given subject to the goods remaining available from the Seller's own supplier. Prices, quantities and lead times quoted are based on the specification supplied by the Buyer.
A binding contract arises only when the Seller has issued a written order confirmation. A purchase order, e-mail or verbal instruction from the Buyer is an offer to purchase and does not by itself bind the Seller.
Where the exact specification requested cannot be sourced within the required time, the Seller may offer an alternative. Any deviation from the requested specification is stated in writing before order confirmation, and it is the Buyer's responsibility to assess whether the alternative is suitable for the intended use.
Prices and taxes
Prices are stated in the currency of the quotation and are exclusive of value added tax, duties and any other public charges, which are added where applicable. The preparation of quotations, ordinary sourcing and order administration are not charged separately unless expressly agreed.
Freight, packing, handling and delivery to the vessel are charged separately unless the quotation expressly states that they are included. Where no fixed delivery charge is stated, local transport, delivery and handling are charged according to the time actually spent, at the rate stated in the quotation or given on request. Reasonable third-party and out-of-pocket costs are charged in addition where they arise, including tolls, parking, port and terminal charges, access fees, launch or boat services, crane hire and external transport.
Where a zero rate or exemption from Norwegian value added tax is claimed for supplies to a qualifying vessel, the Buyer shall provide the documentation required for the Seller to substantiate it, including any signed receipt from the master or agent and customs documentation, within 14 days of delivery. If the documentation is not provided within that period, or is subsequently found to be insufficient, the Seller may invoice the applicable value added tax to the Buyer.
Payment
Payment terms are stated in the quotation or order confirmation and are subject to credit approval. In the absence of an agreed term, payment falls due 30 days from the date of invoice.
Payment shall be made in full without set-off, deduction or withholding. Bank charges outside Norway are for the Buyer's account. On overdue amounts the Seller is entitled to interest under the Norwegian Late Payment Interest Act (forsinkelsesrenteloven) and to statutory compensation for recovery costs.
The Seller may require prepayment, part payment or other security for a first order, for an order that exceeds an agreed credit limit, or where the Buyer is in default on an earlier invoice. Bank details are confirmed in writing by the Seller and are never changed by e-mail alone; the Buyer shall verify any purported change of bank details by telephone using contact details already held or obtained independently.
Delivery, Incoterms and passing of risk
The applicable Incoterms® 2020 rule and the exact named place are stated in each quotation and order confirmation. Where no rule is stated, delivery is DAP at the vessel or address named in the order confirmation.
Risk passes to the Buyer in accordance with the agreed Incoterms rule. Where goods are released to a freight forwarder, agent or logistics provider nominated by the Buyer, risk passes on handover to that party and the Seller has no responsibility for the onward carriage.
The Seller may deliver in instalments and invoice each instalment separately. Lead times and delivery dates are estimates and are not binding unless expressly confirmed in writing as a fixed date; see clause 6.
Lead times and changes to the vessel's schedule
Lead times and delivery dates are estimates. They are given to the best of the Seller's knowledge on the basis of information from the Seller's own suppliers and carriers, and are not binding unless expressly confirmed in writing as a fixed date. The Seller shall notify the Buyer without undue delay on becoming aware that an estimated or confirmed date cannot be met, and shall state the expected new date.
A statement by the Seller of a supplier's or carrier's lead time, or of an expected number of days or weeks, is information about the source of supply. It is not an acceptance of a delivery deadline proposed by the Buyer, and it does not become one because it falls within a period the Buyer has asked about. A fixed delivery deadline arises only where the Seller has stated in writing that a specific date is accepted as a fixed deadline.
The Seller does not guarantee that the goods will be delivered before the vessel's departure unless a fixed delivery deadline has been expressly accepted in writing.
The vessel's schedule is the Buyer's responsibility. Where the vessel sails earlier than expected, the port call is cancelled, moved or shortened, or the vessel is for any other reason unable to receive the goods, the order remains binding and the agreed price applies. The Buyer shall either take delivery at a later call at the same port, or nominate an alternative port, agent or freight forwarder to which the Seller shall deliver or release the goods. Storage, additional handling and onward transport in such cases are for the Buyer's account. The Seller will assist in arranging onward delivery but carries neither its cost nor its risk.
Where a date expressly confirmed as fixed is not met and the failure is attributable to the Seller, the Buyer may cancel the affected part of the order in writing. This right does not extend to goods procured specifically for the order which the Seller cannot return to its own supplier; for those goods clause 16 applies. Save as provided in clause 14, the Seller is not liable for loss arising from delay.
Access, waiting time and delivery outside normal hours
The Buyer shall provide accurate and current information on the vessel's ETA, berth, agent, access requirements and receiving arrangements, and shall notify the Seller without delay of any change. The Buyer shall ensure that the vessel, agent or receiving party is ready to accept the goods at the agreed place and time, and that access is arranged, including any port pass, security clearance, escort or terminal booking required.
Normal working hours are Monday to Friday 08:00–16:00 CET/CEST, excluding Norwegian public holidays. Waiting time in excess of 30 minutes from the agreed delivery time, delivery outside normal working hours, and a wasted journey are charged in addition to the agreed price at the Seller's applicable rate, which is stated in the quotation or given on request.
Chargeable delivery time includes travel, waiting, additional handling, failed delivery attempts, and any return or redirection caused by circumstances for which the Buyer, the vessel, its agent or the receiving party is responsible.
Failed or aborted delivery
Where delivery cannot be completed for a reason not attributable to the Seller — including that the vessel has sailed, the port call has changed, the receiving party is absent, or access is refused — the goods are held by the Seller at the Buyer's risk and cost. The Seller shall notify the Buyer without undue delay.
The Buyer shall within 14 days give instructions for redelivery or onward shipment. If no instructions are given within that period, the Seller may continue to store the goods at the Buyer's cost or, after written notice to the Buyer, sell goods that are perishable, have a limited shelf life or an expiry date, or that cannot reasonably be stored, and credit the net proceeds against the Buyer's account. Redelivery, storage and onward transport are invoiced in addition to the agreed price.
Consolidation and goods belonging to the Buyer
Where the Seller receives, consolidates or temporarily holds goods that the Buyer has purchased from a third party, the Seller does so as a facilitator only. Such goods are handled at the Buyer's risk. The Seller does not inspect them and does not verify quantity, specification or condition beyond what is apparent from the outside of the packaging, and gives no warranty in respect of them.
The Seller's responsibility for such goods is limited to reasonable care while they are in the Seller's custody and is in any event subject to clause 14. Receipt, handling, storage and delivery of third-party goods are charged separately.
The Buyer shall notify the Seller in advance of goods sent for consolidation, and shall ensure that they are clearly marked with the vessel, the order reference and the Buyer's name. The Seller may refuse goods that arrive unannounced, that are classified as dangerous goods, or that require refrigerated, secure or otherwise special storage.
Retention of title
The goods remain the property of the Seller until the purchase price, including interest and costs, has been paid in full, to the extent that retention of title is valid under the Norwegian Liens Act (panteloven). Until title has passed, the Buyer shall not resell, pledge or otherwise dispose of the goods in a manner that would defeat the Seller's security.
Inspection and notice of defects
The Buyer shall inspect the goods on delivery. Shortages, visible damage and incorrect deliveries shall be noted on the delivery documentation and reported to the Seller in writing without delay, and in any event within 3 working days of delivery.
Other defects shall be reported in writing without undue delay after the defect was discovered or ought to have been discovered, and in any event no later than:
- 7 days from delivery for provisions, consumables, chemicals, paint and coatings, cleaning products, and any other goods with a limited shelf life or an expiry date; and
- 12 months from delivery for all other goods.
A claim notified after these periods is time-barred. The Buyer shall not return, alter or repair goods claimed to be defective without the Seller's prior written agreement.
Warranty and remedies
The Seller supplies goods manufactured by third parties and does not give an independent warranty beyond that given by the manufacturer. Any manufacturer's warranty is passed on to the Buyer to the extent it is transferable.
Where goods are defective and the defect has been notified in accordance with clause 11, the Seller shall at its option repair the goods, deliver replacement goods, or credit the invoiced value. This is the Buyer's sole remedy for defective goods, and it is subject to clause 14.
No liability is accepted for goods that have been incorrectly stored, installed, used outside their specification, modified, or subjected to normal wear, nor where the Buyer has specified an item or an alternative that proves unsuitable for its intended use.
Returns
Goods are returned only by prior written agreement. Goods must be unused, undamaged and in original packaging, and returned at the Buyer's cost and risk. Goods procured specifically for the Buyer, goods cut, mixed or made to order, and goods with a limited shelf life or an expiry date are not returnable. A handling charge may be applied.
Limitation of liability
The Seller's total liability arising out of or in connection with a delivery, whether in contract, tort or otherwise, is limited to the invoiced value of the goods giving rise to the claim.
The Seller is not liable for indirect or consequential loss of any kind. This includes, without limitation, loss of profit, loss of production, loss of hire, off-hire, demurrage, delay to or deviation of a vessel, costs of towage or salvage, loss of contract, loss of data, and claims made against the Buyer by a third party.
The limitations in this clause do not apply where the loss is caused by the Seller's gross negligence or wilful misconduct, nor to the extent that mandatory Norwegian law provides otherwise.
Force majeure
Neither party is liable for failure to perform to the extent that performance is prevented by an event beyond its reasonable control, including but not limited to natural disaster, fire, war, terrorism, civil unrest, epidemic, strike or other industrial action, cyber attack, failure of public infrastructure, port or terminal closure, transport disruption, sanctions, or acts of a public authority. The affected party shall notify the other without undue delay. If the event continues for more than 30 days, either party may cancel the affected part of the order in writing without liability.
Cancellation and changes
An order confirmed by the Seller may be cancelled or amended by the Buyer only with the Seller's written agreement. Where goods have already been procured, committed to a supplier, cut, mixed, made to order or dispatched, the Buyer shall reimburse the Seller's documented costs, including supplier cancellation charges, restocking charges and transport already incurred.
Sanctions, export control and dangerous goods
The Buyer warrants that neither the Buyer, the vessel, its owner, operator, charterer, the beneficial owner of the cargo, nor the port of delivery or ultimate destination is subject to sanctions imposed by Norway, the European Union, the United Nations, the United Kingdom or the United States. The Seller may suspend or cancel a delivery without liability where it reasonably believes that performance would breach applicable sanctions or export control legislation.
Goods classified as dangerous goods, including pyrotechnic articles and marine distress signals, are supplied subject to the permits, classification, packing, marking and transport documentation required by applicable law, and may require lead time and delivery arrangements different from other goods.
Confidentiality and personal data
Each party shall treat commercial information received from the other in connection with a quotation or order as confidential and shall not disclose it to third parties except as necessary to perform the contract. Personal data is processed in accordance with the General Data Protection Regulation and the Norwegian Personal Data Act, and is used only to handle enquiries, orders, delivery and invoicing.
Assignment
Neither party may assign its rights or obligations without the written consent of the other, save that the Seller may assign a claim for payment to a bank or a factoring or debt collection provider.
Governing law and venue
These terms and any contract to which they apply are governed by Norwegian law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) does not apply.
Any dispute shall be attempted resolved by negotiation. Failing that, the dispute shall be brought before the Norwegian ordinary courts, with Hordaland tingrett (Bergen) as the agreed legal venue.
Amendment
The Seller may amend these terms. The version in force at the date of the quotation applies to that quotation and to any order confirmed on the basis of it. The current version is published at bergenshipsupply.no/terms.html.