STANDARD TERMS AND CONDITIONS
1. Scope of Application
These standard terms and conditions of sale apply to the sale of products from Ortomedic AS* (“Ortomedic”) to Ortomedic’s customers.
By entering into a purchase agreement, the customer simultaneously accepts Ortomedic’s current terms of sale. The terms shall apply without limitation unless otherwise agreed in writing with Ortomedic for the specific delivery.
*Ortomedic AS for Norway, Micromedic Aps for Denmark, Micromedic AB for Sweden, Micromedic OY for Finland.
2. Prices
Prices are quoted exclusive of VAT and include standard packaging. Freight and any additional external packaging are charged separately. The seller will insure the goods in transit at the buyer’s expense. Costs for any installation and training are additional.
If there are significant changes in product costs, currency rates, public charges, etc., between the time of offer and order, the seller reserves the right to adjust the prices if the changes exceed 2 percentage points. The buyer has a corresponding right to credit should the changes go the other way.
Changes to the agreed purchase may affect the agreed delivery time. The minimum order is NOK 1 500 excluding VAT. NOK 1 500 equals 125 EUR, SEK 1 400 or DKK 1 000.
3. Delivery
Delivery shall take place at the agreed location and within the agreed time. If delivery is delayed due to the customer, Ortomedic shall be granted a reasonable extension. Ortomedic may make partial deliveries.
If Ortomedic believes it is unlikely to meet the delivery schedule, the customer must be informed. The cause of the delay and a new expected delivery date shall be communicated. If the goods cannot be delivered on time, the customer may require Ortomedic to deliver a suitable replacement product. Both parties shall cooperate to find a suitable product. If the delivery is of significant importance, and Ortomedic knows or ought to know this, the customer may cancel the part of the delivery that cannot be used due to the delay. The customer is not entitled to any other sanctions beyond this.
Force majeure or other impediments to performance that Ortomedic could not reasonably foresee at the time of accepting the customer’s order shall release Ortomedic from its obligation to deliver for as long as the impediment exists. The customer has the right to cancel the agreement if the delay renders the delivery useless. In such cases, the customer is not entitled to compensation.
Risk transfers to the customer once the goods are delivered at the agreed location. If proper delivery is not possible due to the customer, risk is considered transferred to the customer.
If the buyer cannot receive the goods at the agreed time, storage will be arranged at the buyer’s risk and expense. If the seller is responsible for installation, the buyer must prepare the installation site, including necessary utilities such as approved electricity and water supply, drainage, and other necessary connections.
If the seller must prepare the site without prior agreement, or must use extra personnel due to building constraints, this will be at the buyer’s expense and risk. The seller is not responsible for errors or delays caused by deficiencies in the installations for which the customer is responsible. All shipments are made at the buyer’s risk.
The customer shall check for visible damage upon delivery. If any visible damage is found, the customer must immediately notify the carrier and Ortomedic of the extent of the damage.
If Ortomedic delivers the wrong product or quantity, the customer shall inform Ortomedic as soon as possible. Ortomedic will correct the delivery within a reasonable time and assist with the return. Return costs will be covered by Ortomedic.
4. Payment
The contract amount is invoiced upon delivery and is due according to the agreed credit terms. Partial deliveries are invoiced separately.
If delays occur due to the buyer (e.g. access to premises, necessary installations), payment shall be made according to the original schedule. If the buyer requests a bank guarantee, the buyer will bear the associated costs.
Payment must be received in Ortomedic’s account no later than 30 days from the invoice date. Late payment will incur collection costs and interest from the due date according to local law. The customer may not offset claims against Ortomedic unless agreed upon.
Ortomedic may, if necessary, require advance payment or a bank guarantee.
Ortomedic retains title to the products until full payment is received. Ortomedic may reclaim goods under retention of title in case of payment default.
5. Product Defects
If the customer believes a product is defective, it must be reported to Ortomedic within five days of delivery. Later reports may be accepted if the defect could not reasonably be discovered earlier. In such cases, the defect must be reported immediately. No defect will be accepted if reported more than six months after delivery. The report must state whether the defect existed at delivery or occurred later, including the cause.
If a defect is reported, Ortomedic shall assist the customer in remedying it unless the defect is due to the customer's actions (e.g. incorrect storage or usage). Ortomedic shall inform the customer how the issue will be resolved as soon as possible.
The buyer has a right to claim for defects only related to manufacturing and material faults on parts defined as warranty items by the manufacturer. During the first 12 months, warranty covers defective parts and labor. The seller undertakes to repair or replace defective parts. This right expires 12 months after delivery. It does not cover regular maintenance or upgrades. Defective items should preferably be sent to the seller for repair.
If delivery is delayed due to the buyer, the warranty period starts from the intended delivery date. The right to claim lapses if the item is altered or connected without the seller’s consent. This also applies to damages resulting from improper use, maintenance, power/water supply
issues, or unpaid invoices.
For equipment with warranty beyond 12 months, only parts defined as warranty parts are covered. Labor and shipping costs are borne by the buyer. Repairs at the buyer’s site will incur costs for labor, travel, accommodation, per diem, and travel time based on current hourly rates.
6. Product Returns (Other than Defects)
Product returns are only accepted by prior agreement with Ortomedic. Products must be unused, in original packaging, and undamaged. Sterile products that are no longer sterile can never be returned.
A written confirmation from Ortomedic accepting the return must accompany the returned product. The product will be credited minus a return fee of 15% of the invoiced price unless otherwise agreed. Shipping costs are paid by the customer.
7. Repairs
Repairs outside the warranty period or for defects not covered by warranty are fully charged to the buyer. This includes freight to/from the seller’s workshop, travel, labor, and parts. Repairs come with a 3-month warranty for the corrected issue(s) from the date the product is made available to the customer or handed over to a carrier.
The warranty is void if the product is altered or used improperly, maintained poorly, exposed to power/water supply issues, or if payment is not made per agreement. If the buyer has unpaid invoices, the seller may postpone repairs until payment is received.
8. Liability for Damages
In case of breach of contract, the affected party may claim compensation for documented economic losses according to general principles of contract law, subject to the following limitations:
A. Indirect losses, such as loss due to downtime, loss of income, loss from third-party contracts, or damage to anything other than the product itself, are not covered.
B. Compensation is limited to the contract value (excluding VAT).
9. Software/Hardware
The buyer receives a usage license for delivered software only on the equipment it was supplied with. The buyer may not copy it in any form. One backup copy may be made and stored safely. For standard software, the terms from the software provider apply.
10. Retention of Title (Security Interest)
The seller retains a security interest (retention of title) in the sold goods as security for the purchase price including interest and costs.
11. Confidentiality
Neither party shall disclose information about the other’s technical systems, personnel matters, business analysis/calculations, or business secrets acquired during the negotiation or delivery process to any third party.
12. Returns/Cancellations
Returns of purchased equipment require written consent from the seller and are at the buyer’s risk and expense. Returns of special orders, frozen goods, products under the value of minimum order, or goods with limited shelf life will not be accepted. Returned goods will be credited at a rate set by the seller, considering lost profit and incurred costs, with a maximum of 70% of the original sale price.
13. Disputes
Any disputes shall first be attempted resolved through negotiations. If unsuccessful, the case shall be resolved under local law in local courts with the seller’s business address as the legal venue.