Terms and Conditions of Sale and Delivery for Ferno Norden Military Systems AS

General

These Terms and Conditions of Sale and Delivery apply to all quotations, agreements, and deliveries from Ferno Norden Military Systems AS, hereinafter referred to as Ferno, unless otherwise expressly agreed in writing.
These Terms shall apply notwithstanding any conflicting or deviating provisions in the Buyer’s order, purchasing terms, or other communication. Any deviation shall only be binding if expressly accepted in writing by Ferno.
These Terms apply exclusively to business customers, governmental authorities, defence organisations, and security-related entities (B2B and B2G).
Ferno operates internationally and supplies products and solutions throughout Europe and other approved markets.

Quotations, Orders and Acceptance

Quotations issued by Ferno are binding only for the period stated therein. If no validity period is specified, the quotation shall lapse two weeks after issuance.
An order placed by the Buyer shall only become binding upon Ferno once a written order confirmation has been issued.
Ferno reserves the right to reject, suspend, or amend any order prior to order confirmation, including where:

• incomplete, incorrect, or misleading company or end-user information has been provided
• the Buyer or end user fails compliance, sanctions, or export control screening
• the credit assessment is not approved
• errors exist in pricing, technical specifications, product scope, or availability
• security, regulatory, or licensing requirements are not fulfilled.

Amendments or additions to an agreement shall only be valid if confirmed in writing by Ferno.

Product Information, Technical Documentation and Configuration

All technical data, catalogues, digital product databases, and specifications are indicative and subject to change without notice.
Images, illustrations, and product configurations are for reference purposes only and may differ from delivered products.
Due to continuous development, Ferno reserves the right to modify products, materials, or design without prior notice, provided functionality and performance are not materially affected.

Scope of Supply

Ferno’s obligations are limited to the products, systems, kits, services, training, or documentation specified in the quotation or order confirmation.
Unless expressly agreed, integration, installation, validation, and operational approval remain the responsibility of the Buyer.

Delivery and Risk

Unless otherwise agreed, delivery shall be Ex Works (EXW) from Ferno’s designated facility in accordance with Incoterms 2020.
Risk transfers to the Buyer upon delivery.
Delivery times are indicative unless expressly agreed in writing.
Partial deliveries are permitted.

Prices

All prices are exclusive of VAT, duties, export costs, packaging, transport, insurance, and compliance-related fees unless otherwise stated.
Ferno reserves the right to adjust prices due to changes in exchange rates, supplier costs, raw materials, regulatory requirements, or logistics.

Payment

Payment terms are stated in the quotation or invoice.
Unless otherwise agreed, payment is due within 10 days net.
Late payments shall incur interest in accordance with the Norwegian Act on Interest on Overdue Payments.
Ferno reserves the right to suspend deliveries or terminate agreements in case of overdue payments.

Export Control, End-Use and Sanctions

All deliveries are subject to applicable export control laws, sanctions, and licensing requirements, including but not limited to EU, Norwegian, UK, and US regulations where relevant.

The Buyer shall:

• comply with all export control and sanctions regulations
• provide accurate end-user and end-use information
• not re-export, transfer, or resell products without required approvals
• ensure compliance throughout the distribution chain.

Breach of this clause constitutes a material breach and entitles Ferno to terminate the agreement immediately.

Compliance, Anti-Corruption and Ethics

The parties shall comply with all applicable anti-corruption, anti-bribery, anti-money laundering, and competition laws.
The Buyer shall not offer or accept any improper advantage in connection with the agreement.
Ferno reserves the right to audit compliance and terminate the agreement in the event of non-compliance.

ESG, Sustainability and Responsible Business Conduct

The Buyer is expected to comply with internationally recognised principles relating to environmental protection, human rights, labour standards, and responsible sourcing.
This includes adherence to principles comparable to the UN Global Compact and relevant EU regulations.
Ferno may request documentation or conduct due diligence.

Cybersecurity and Confidentiality

The Buyer shall implement appropriate technical and organisational measures to protect sensitive, defence-related, or controlled information.
All technical, operational, and commercial information exchanged shall be treated as confidential.
Confidentiality obligations remain in force after termination.

Delay

In the event of a material delay attributable to Ferno, the Buyer may terminate the delayed portion of the delivery by written notice.
Compensation for delay shall be limited as stated in clause 14.

Defects

Ferno shall, at its discretion, repair or replace products with documented defects.
The defect liability period is 12 months from delivery unless otherwise agreed.
Ferno shall not be liable for defects resulting from misuse, modification, improper storage, or operational conditions outside specifications.

Limitation of Liability

Ferno’s total liability under any agreement shall be limited to 10% of the order value.
Ferno shall not be liable for indirect or consequential losses, including loss of profit, operational downtime, mission impact, loss of contracts, or data loss.
Ferno shall not be responsible for system-level performance unless expressly agreed.
Product liability is limited to the extent permitted by mandatory law.

Indemnification

The Buyer shall indemnify and hold Ferno harmless against third-party claims arising from the Buyer’s use, resale, or integration of the products, except to the extent caused by Ferno’s gross negligence or wilful misconduct.

Returns and Cancellation

Returns require prior written approval.
Customised, defence-specific, or controlled products cannot be returned.
Cancellation of confirmed orders may be subject to compensation for incurred costs.

Force Majeure

Ferno shall not be liable for failure or delay caused by circumstances beyond its reasonable control, including war, armed conflict, sanctions, cyber incidents, pandemics, supply chain disruption, or government actions.
Delivery shall be postponed accordingly.
If such circumstances continue for more than four weeks, either party may terminate the agreement.

Data Protection

The parties shall comply with GDPR and applicable data protection legislation.
Personal data shall only be processed for contractual and operational purposes.

Retention of Title

Ownership of the goods shall remain with Ferno until full payment has been received.

Governing Law and Jurisdiction

These Terms shall be governed by Norwegian law.
Any dispute shall be resolved by the ordinary courts of Norway, with Ferno’s registered place of business as the agreed venue, unless otherwise required by mandatory law.