TERMS OF SALE AND DELIVERY

Eligent AS, org. no. 929 444 981
Applies to sales to business customers. Version 1.0, 29 September 2026.


1. SCOPE

1.1 These terms apply to all sales of goods from Eligent AS ("Eligent") to a buyer acting in the course of business ("the Buyer"), unless otherwise agreed in writing. They do not apply to sales to consumers.

1.2 These terms take precedence over the Buyer's purchasing or contract terms, even if Eligent has not expressly rejected them.

1.3 Where these terms do not govern the matter, the Norwegian Sale of Goods Act of 13 May 1988 No. 27 applies. The CISG does not apply.


2. AGREEMENT AND PRICES

2.1 Offers are binding for 30 days. An order is binding on Eligent once a written order confirmation has been sent; the order confirmation is decisive for the content of the agreement. By placing an order, the Buyer accepts these terms.

2.2 Prices are in NOK excluding value added tax, customs duties and public charges. Eligent may change price lists with 30 days' notice, without effect on confirmed orders.


3. DELIVERY

3.1 The goods are delivered from Eligent's warehouse in Norway. Delivery takes place on arrival at the delivery address stated by the Buyer in the order. The risk for the goods passes to the Buyer on arrival.

3.2 Eligent covers freight to the Buyer's delivery address in mainland Norway. Delivery outside mainland Norway is agreed separately.

3.3 The Buyer shall provide a delivery address where receipt can be signed for during normal working hours, and shall ensure that the recipient is able to carry out the inspection under clause 5. For delivery to a construction site or other location without staffed receipt, delivery takes place on unloading at the site, and Eligent is not liable for damage or loss after that point in time.

3.4 Stated delivery times are estimates. Eligent will give notice without undue delay of any expected delay, but is not liable for the Buyer's losses resulting from delay. In the event of a delay exceeding 30 days, the Buyer may cancel the delayed part of the order.

3.5 Partial deliveries are permitted and may be invoiced separately.


4. PAYMENT AND SELLER'S LIEN

4.1 Payment terms are net 30 days from the invoice date, subject to an approved credit assessment. Eligent may require advance payment or security, and may withhold further deliveries in the event of payment default.

4.2 In the event of late payment, default interest, standard compensation and reminder fees accrue at the applicable rates.

4.3 The Buyer may not withhold payment or set off on the grounds of an alleged defect or other claims against Eligent.

4.4 Eligent holds a seller's lien on the delivered goods as security for the purchase price plus interest and costs, cf. the Norwegian Liens Act section 3-14 et seq. The seller's lien is agreed no later than on delivery through the Buyer's acceptance of these terms.


5. INSPECTION ON RECEIPT

5.1 On receipt, the Buyer shall check the number of packages and any visible damage to the packaging. Visible transport damage and shortfalls shall be noted on the consignment note on receipt and reported to Eligent in writing within 3 working days. If the damage is not noted on the consignment note, Eligent may reject the claim.

5.2 Concealed transport damage, incorrect deliveries and quantity discrepancies that can only be discovered on opening the packaging shall be reported in writing within 8 working days after receipt.

5.3 If discrepancies are reported after these deadlines, the delivery is considered approved in this respect.

5.4 In the event of an incorrect delivery or shortfall reported within the deadlines, Eligent will deliver the correct goods or the missing quantity at no cost to the Buyer. Incorrectly delivered goods shall not be returned unless Eligent specifically requests it in order to investigate the discrepancy.

5.5 Notice of discrepancies under this clause and complaints under clause 7 shall be given in writing via Eligent's return form or to retur@eligent.no, and shall state the order number, date of receipt, item number and quantity.


6. RETURNS

6.1 Correctly delivered goods are not accepted for return, for any reason, unless Eligent has consented in writing to the individual return. The Norwegian Right of Cancellation Act does not apply.

6.2 This does not limit the Buyer's rights in the event of a defect under clause 7, or in the event of an incorrect delivery under clause 5.

6.3 Goods shall not be sent to Eligent unless Eligent has requested this in advance and provided return instructions.


7. WARRANTY AND DEFECTS

7.1 Eligent warrants that on delivery the goods are free from defects in materials and workmanship and comply with Eligent's product specification. The warranty period is 60 months from delivery and replaces the absolute complaint deadline in section 32, second paragraph, of the Norwegian Sale of Goods Act.

7.2 Complaints shall be submitted in writing without undue delay after the defect was or should have been discovered, and no later than on expiry of the warranty period. The complaint shall state the product, quantity and a description of the fault, and shall be documented with a photograph of the fault or defect. At Eligent's request, the Buyer shall provide the batch number, installation date and other information necessary to assess the claim. Eligent may require the defective unit to be returned for analysis, and covers the return freight where the defect is confirmed.

7.3 Eligent's sole obligation in the event of a defect is to deliver new, equivalent products at no cost to the Buyer, within a reasonable time after the defect has been confirmed. Replacement delivery is the Buyer's sole remedy; the Buyer may not require repair to be carried out by Eligent, nor claim a price reduction, cancellation or damages, with the exception of 7.5 and clause 9.

7.4 The warranty does not cover costs of dismantling, installation, access, travel, building work, reinstatement of surfaces, project delay or working hours at the Buyer or a third party. Such costs are borne by the Buyer.

7.5 If Eligent has not delivered the agreed replacement within 60 days after a confirmed defect, the Buyer may claim a price reduction corresponding to the purchase price for the defective units, or cancel the purchase of those units.


8. CONDITIONS FOR THE WARRANTY

8.1 The warranty applies only if the product has been installed in accordance with Eligent's installation instructions, the applicable edition of NEK 400 and the Norwegian Regulations on Electrical Low-Voltage Installations (FEL), by qualified personnel at a registered electrical undertaking, and has been transported, stored and used in accordance with Eligent's instructions and specified limit values.

8.2 The warranty lapses if the product has been altered, rebuilt, dismantled, painted, cut or otherwise modified, or has been damaged by overvoltage, fire, water ingress, building movement or external mechanical impact. Modification may mean that CE conformity and product documentation no longer apply; the Buyer is responsible for the consequences.

8.3 Eligent is responsible for the product, not for the design or execution of the Buyer's installation. The Buyer is responsible for ensuring that the installation as a whole complies with regulatory requirements.


9. LIMITATION OF LIABILITY

9.1 Eligent is not liable for the Buyer's indirect losses, including losses as referred to in section 67, second paragraph, of the Norwegian Sale of Goods Act, such as business interruption, lost profit, liquidated damages or claims from the Buyer's customers.

9.2 Eligent's total liability relating to a delivery is limited to the invoice value of the defective products.

9.3 The limitations do not apply in the event of intent or gross negligence, or where disclaimers of liability are not permitted under mandatory legislation. Liability for personal injury and damage to consumers' property is governed by the Norwegian Product Liability Act and cannot be limited.


10. FORCE MAJEURE

10.1 Neither party is liable for non-performance caused by circumstances beyond that party's control, including war, natural disaster, epidemic, government decision, export or import restrictions, strike, fire, port closure or failure by a subcontractor affected by such circumstances. The affected party shall give notice without undue delay. If the circumstance lasts more than 90 days, either party may cancel the affected part without liability for damages.


11. INTELLECTUAL PROPERTY RIGHTS

11.1 Eligent's patents, trademarks, designs, documentation and product names belong to Eligent. The Buyer is only granted the right to resell and install the products in unaltered form, and shall not dismantle, analyze or copy the products for the purpose of developing competing products.

11.2 The Buyer may use Eligent's trademark and product images in marketing the products in accordance with Eligent's guidelines. This right may be withdrawn in writing.


12. OTHER PROVISIONS

12.1 Eligent may change these terms with 30 days' notice, with effect for orders placed after they enter into force.

12.2 The Buyer may not assign rights or obligations without Eligent's written consent. Eligent may assign the agreement to a company within the same group.

12.3 If any provision becomes invalid, this does not affect the remaining provisions.

12.4 The agreement is governed by Norwegian law. Disputes shall be sought resolved through negotiation, and shall otherwise be decided by the ordinary courts with Oslo District Court as the agreed legal venue.