Terms and Conditions of Sale and Delivery for Ferno Norden Group AS

1. General

These Terms and Conditions of Sale and Delivery apply to all quotations, agreements, framework agreements, tenders, and deliveries from Ferno Norden Group AS, hereinafter referred to as “Ferno”, unless otherwise expressly agreed in writing.

These Terms apply exclusively to business customers and public authorities (B2B and B2G).

These Terms shall prevail over any conflicting or deviating provisions in the Buyer’s order, purchasing conditions, or other communication unless expressly accepted in writing by Ferno.

2. Contract Formation

Quotations issued by Ferno are binding only during the stated validity period. If no validity period is specified, the quotation shall lapse two (2) weeks after issuance.

A binding agreement is concluded only upon written order confirmation issued by Ferno or upon signing of a written agreement.

Ferno reserves the right to reject or amend any order prior to order confirmation, including where:

• incomplete or incorrect company or end-user information has been provided
• credit assessment is not approved
• export control or sanctions restrictions apply
• errors exist in pricing, scope, or technical specifications
• regulatory approvals are missing.

3. Scope of Supply

Ferno supplies professional equipment, systems, integrated solutions, and related services within, including but not limited to:

• Prehospital and emergency medical care
• Industrial protection and safety
• Rescue and emergency services
• Funeral and burial solutions
• Warning light systems and vehicle conversions
• Technical integrations and communication systems
• Defence, military, and security-related equipment and systems

Where deliveries include defence, military, or security-related products or systems, the following additional obligations apply:

a) Regulatory Compliance
Such deliveries may be subject to national and international defence regulations, export control legislation, sanctions regimes, licensing requirements, and security clearances. Ferno’s performance is conditional upon obtaining and maintaining all required governmental approvals and authorisations.

b) End-Use and End-User Control
The Buyer shall provide accurate and complete end-user and end-use information and shall not transfer, re-export, or make available such products in violation of applicable export control or defence regulations.

c) Security and Confidentiality
Where applicable, the Buyer shall implement appropriate organisational and technical measures to protect classified, controlled, or security-sensitive information. Such obligations may survive termination of the agreement.

d) Suspension or Termination
If required governmental approvals are denied, revoked, or restricted, or if regulatory compliance cannot be maintained, Ferno shall be entitled to suspend or terminate the affected delivery without liability beyond refund of payments received for undelivered goods.

e) No Operational Command Responsibility
Ferno does not assume responsibility for operational deployment, tactical decisions, or mission-level use of defence or security-related products unless expressly agreed in writing.

Ferno’s obligations are strictly limited to the products and services specified in the quotation, order confirmation, or written agreement.

4. Cross-Border Sales

Ferno operates internationally. Deliveries may be subject to export control regulations, customs requirements, and licensing obligations.

The Buyer is responsible for compliance with local laws in the country of import and use.

5. Delivery

Unless otherwise agreed, delivery shall be Ex Works (EXW) from Ferno’s designated facility in accordance with Incoterms 2020.

Delivery times are indicative unless expressly agreed in writing.

Partial deliveries are permitted.

6. Prices

All prices are exclusive of VAT, customs duties, transport, insurance, and regulatory compliance costs unless otherwise agreed.

Ferno reserves the right to adjust prices due to:

• exchange rate fluctuations
• supplier price changes
• regulatory changes
• increased logistics costs
• force majeure events.

7. Payment

Payment terms are stated in the quotation or invoice.

Unless otherwise agreed, payment is due within 10 days net.

Late payments shall accrue interest in accordance with the Norwegian Act on Interest on Overdue Payments.

Ferno may suspend deliveries in the event of overdue payment.

8. Delay

In case of material delay attributable to Ferno, the Buyer may terminate the delayed portion of the delivery by written notice.

Compensation for delay shall be subject to Clause 12.

9. Defects

Ferno shall, at its discretion, repair or replace defective products.

Defect liability applies for 12 months from delivery unless otherwise agreed.

Ferno is not liable for defects caused by:

• improper use
• modification
• incorrect installation by third parties
• normal wear and tear
• integration with third-party systems.

10. Complaints

The Buyer must inspect the goods upon receipt.

Visible defects must be notified immediately.

Hidden defects must be notified without undue delay.

Complaints must be submitted in writing with sufficient documentation.

11. Export Control and Sanctions

All deliveries are subject to applicable export control and sanctions laws, including EU and Norwegian regulations.

The Buyer shall not re-export or transfer products in violation of such regulations.

Violation constitutes material breach.

12. 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 interruption
• loss of contracts
• data loss
• reputational damage.

The limitation does not apply in cases of wilful misconduct or gross negligence.

Product liability applies only to the extent required by mandatory law.

13. 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.

14. Compliance and Ethics

The parties shall comply with applicable laws regarding:

• anti-corruption
• anti-bribery
• anti-money laundering
• competition law.

Ferno may terminate the agreement in the event of breach.

15. ESG and Responsible Business

The Buyer is expected to comply with internationally recognised principles regarding:

• environmental protection
• human rights
• labour standards
• responsible sourcing.

Ferno may request documentation.

16. Data Protection

The parties shall comply with GDPR and applicable data protection legislation.

17. Force Majeure

Ferno shall not be liable for delay or failure due to circumstances beyond reasonable control, including war, sanctions, pandemics, cyber incidents, supply chain disruption, or government actions.

If such circumstances continue for more than four weeks, either party may terminate the agreement.

18. Retention of Title

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

19. 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 agreed venue.