TERMS AND CONDITIONS OF SALE AND
SUPPLY
1. Definitions: For the purposes of these Terms andConditions of Sale and Supply (“Conditions”):“Buyer” means the person, firm or company, whichplaces an order for purchase of Products, and/or
Services as identified in any such order or Proposal as
the case may be.
“Contract” means the agreement between the Supplierand the Buyer arising as a result of the Buyer’s
submission of an order for the Supplier's Products andSupplier’s written acceptance and/or, in the case ofServices, an agreement between such parties for theprovision of Services by Supplier, as constituted by a
Proposal.
“Deliver”, “Delivery” and “Delivered” means the point
at which Products are handed over to the first carrier inthe country of export.
“Products” means goods supplied under any Contract
including, where applicable, any Software.
“Proposal” means a proposal document signed by the
Supplier and the Buyer describing Services to beprovided to or for the Buyer, subject to these
Conditions.
“Services” means any services, which the Supplier has
agreed to provide to or for the Buyer under any
Contract, as more fully described in the relevant
Proposal.
“Supplier” means Spectris Norge AS or any of its
affiliates as named in any quotation or Proposal.
2. Basis of Sale: THESE CONDITIONS SHALLTAKE PRECEDENCE OVER ANY TERMS AND
CONDITIONS, WHICH APPEAR IN BUYER’S
ORDER
OR
IN
ANY
DOCUMENTS
INCORPORATED BY REFERENCE IN BUYER’SORDER. No term or condition of the Buyer’s order
additional to or different from these Conditions shallbecome part of any Contract unless explicitly agreed toin writing by the Supplier. Receipt by the Buyer of any
products delivered by the Supplier, receipt by the
Buyer of any services performed by the Supplier orpayment by the Buyer of any invoice rendered
hereunder, shall be conclusively deemed acceptance of
these Conditions. The Supplier’s failure to object toany provision contained in any communication fromthe Buyer shall not be construed as a waiver of these
Conditions or as an acceptance of any such provision.
3. Quotations: Prices, specifications and dates fordelivery referenced in the Supplier's quotations are for
information purposes only and shall not be binding on
the Supplier until all technical requirements have been
agreed and the Supplier has accepted the Buyer's order.
Quotations terminate if not accepted by the Buyer
within 90 calendar days from the Buyer’s receipt of thequotation in question.

4. Orders: By submitting an order to the Supplier, theBuyer agrees to be subject to these Conditions in their
entirety, cf. Section 2. All orders must be bona fidecommitments showing definite prices and quantities
and mutually agreed shipping dates. No order, whether
or not submitted in response to a quotation by the
Supplier, shall be binding upon the Supplier until
accepted in writing by the Supplier.
5. Prices, Taxes and VAT: The prices for Products
shall be the price quoted by the Supplier to the Buyer,
and the fee for Services shall be the fee agreed in the
Proposal or, in either case, as otherwise agreed between
the parties in writing. Prices do not include taxes,
transport charges, insurance, environmental fees,
exports and/or import charges and VAT, including
duties and levies, which taxes may, in the Supplier’s
discretion, be added by the Supplier to the sales price orbilled separately and which taxes shall be paid by the
Buyer.
6. Shipment and Delivery:
6.1 6.1 The Supplier shall Deliver or arrange for
Delivery of Products CPT (Incoterms 2010) to the
Buyer’s premises or other Delivery point agreed
between the parties.. ANY DATES QUOTED BYTHE
SUPPLIERFOR
DELIVERYOFPRODUCTS ARE APPROXIMATE ONLY AND
THE SUPPLIER SHALL NOT BE LIABLE FOR
ANY DELAY IN DELIVERY OF PRODUCTS
HOWSOEVER CAUSED.
6.2 The Supplier reserves the right to make delivery byinstallments and to tender a separate invoice in respectof each installment. When delivery is to be byinstallments or the Supplier exercises its right to deliverby installments a delay in the delivery of in any one ormore installments or the delivery of a non-conforming
delivery for whatever reason will not entitle the Buyer
to damages or to treat the Contract in whole or in partas repudiated.
7. Risk and the Passing of Property:
7.1 Risk of loss and damage to the Products shall passto the Buyer when the Products are delivered inaccordance with Section 6. Any claims for loss, damage
or misdelivery shall be filed with the carrier (if any) andnotified to the Supplier. All products shall be deemed
finally inspected and accepted within ten days after
delivery unless notice of rejection is given in writing to
the Supplier within such period.
7.2 THE SUPPLIER RESERVES THE RIGHT OFOWNERSHIP (IN NORWEGIAN "SALGSPANT")TO ANY DELIVERY UNTIL THE PURCHASE
PRICE HAS BEEN PAID IN FULL.
8. Services:
8.1 The Supplier shall provide Services in accordancewith these Conditions and the terms of the relevant
Proposal.
8.2 The Buyer shall, upon the Supplier’s request andotherwise as required, provide the Supplier with allnecessary information and materials for the Supplier toprovide its Services and the Buyer will be responsible
for the completeness and accuracy of all suchinformation and materials.
9. Terms of Payment:
9.1 Each shipment shall be a separate transaction and
the Buyer will be invoiced on delivery. In respect ofServices the Supplier shall be entitled to invoice theBuyer in advance. Unless otherwise stated in the
Supplier’s invoice, terms of payment shall be net thirty(30) days from date of invoice.
9.2 All amounts due under a Contract shall be paid infull by the Buyer without deduction, withholding, setoff or counterclaim for any reason whatsoever.
9.3 The Supplier may, in its sole discretion, determine
at any time that the Buyer's financial condition requires
full or partial payment in advance or other assurance of
payment satisfactory to the Supplier and, if suchrequirement is not met, cancel the order or any part
thereof and receive reasonable cancellation fees.
9.4 If the Buyer fails to pay any payment due hereunderwhen due, the Supplier shall (at its option) be entitled:(i) to treat the Contract repudiated by the Buyer or (ii)to affirm the Contract. Furthermore, the Supplier may
suspend or cancel further delivery of Products and/or
the provision of Services or any part thereof under thatContract or any other Contract and claim damages
and/or receive reasonable cancellation fees and recover,in addition to the payment, interest thereon at the rate ofone point five percent (1.5%) per month.
10. Force Majeure: The Supplier shall not be liable forany delay in delivery or for non-delivery, in whole or inpart, caused by the occurrence of any event beyond thecontrol of the Supplier, including but not limited to,war, sabotage, insurrection, riot or other act of civil
disobedience, act of a public enemy, failure or delay intransportation, act of any government or any agency or
subdivision thereof, judicial action, labour dispute,
accident, fire, explosion, floods, storm, shortage oflabour, fuel, raw material or machinery or technicalfailure where the Supplier has exercised ordinary carein the prevention thereof. If any such contingency
occurs, the Supplier may allocate production anddeliveries among the Supplier’s customers.
11. Products: The Supplier may modify specifications
provided the modifications do not adversely affect theperformance of the Products to be supplied under theContract. In addition, the Supplier may furnish suitable
substitutes for materials unobtainable because ofpriorities or regulations established by government
authority, or non-availability of materials fromsuppliers. All descriptions, illustrations and any otherinformation relating to the Products contained in the
Supplier’s catalogues, brochures, price lists, advertisingmaterial and any sales or other particulars or literature
are made by way of general description, areapproximate only and for the general guidance andinformation of the Buyer. They shall not constitutewarranties or representations by the Supplier nor shallthey form part of any Contract.
12. Software: The Supplier shall at all times have andretain title and full ownership of all software, firmware
programming routines, and documentation thereof
supplied by the Supplier for use with the equipment,
and of all copies thereof made by the Buyer(collectively “Software”). The Supplier grants the
Buyer a non-exclusive and non-transferable license touse such software solely for use with the equipment.
13. Intellectual Property Rights:
13.1 Notwithstanding delivery of and the passing of
title in any Products and subject to Section 12 and 13.3,
nothing in these Conditions or any Contract shall havethe effect of granting or transferring to, or vesting in,
the Buyer any intellectual property rights in or to any
Products and/or Services.
13.2 The Buyer acknowledges and agrees that all
property, copyright and other intellectual property
rights in any work or tangible deliverable item arisingfrom or created, produced or developed by the Supplier
under or in the course of provision of any Services (the“Works”), wherever in the world enforceable, including
without limitations all right title and interest in and to
the Services and all documents, data, drawings,
specifications, articles, sketches, drawings, reports,
inventions, improvements, modifications, discoveries,
tools, scripts and other items relating thereto shallimmediately upon creation or performance vest in andshall be and remain the sole and exclusive property of
the Supplier and the Buyer shall acquire no right, title
or interest in or to the same except as expressly stated inthese Conditions.
13.3 The Supplier grants to the Buyer a non-exclusive,
non-transferable licence to use such of the Works as arenecessary, and to the extent necessary, for the Buyer toobtain and utilise the intended benefit of the Services.
13.4 If any claim is made against the Buyer that theProducts or Services infringe any patent, copyright orother rights subsisting in Norway of any third party, theSupplier shall indemnify the Buyer against all losses,
damages, costs and expenses awarded against, or
incurred by, the Buyer in connection with the claim or
paid, or agreed to be paid, by the Buyer in settlement of
the claim provided that: (i) the Supplier is given fullcontrol of any proceedings or negotiations inconnection with any such claim; (ii) the Buyer shallgive the Supplier all reasonable assistance for the
purposes of any such proceedings or negotiations; (iii)
except pursuant to a final award, the Buyer shall not
pay or accept any such claim, or compromise any suchproceedings without the consent of the Supplier; (iv)the Buyer shall do nothing which would or might vitiate
any insurance policy or cover which the Buyer may
have in relation to such infringement and shall use its
best endeavours to recover any sums due there under
and this indemnity shall not apply to the extent that the
Buyer recovers any sums under any such policy or
cover; (v) the Supplier shall be entitled to the benefit of,and the Buyer shall accordingly account to the Supplierfor, all damages and costs (if any) awarded in favour of
the Buyer which are payable by, or agreed with theconsent of the Buyer (which consent shall not be
unreasonably withheld) to be paid by, any other party inrespect of any such claim; and (vi) the Supplier shall beentitled to require the Buyer to take such steps as the
Supplier may reasonably require to mitigate or reduce any
such loss, damages, costs or expenses for which the
Supplier is liable to indemnify the Buyer under thisSection, and the Supplier may, at its expense and option,either (a) procure for the Buyer the right to continue
using said Product, (b) replace the said Product with asuitable non-infringing product, (c) suitably modify
said Product, or (d) refund the purchase price of said
Product, less depreciation at twenty percent (20%) per
year.
13.5 The Supplier shall have no obligation or liability
under Section 13.4 insofar as the infringement arises
from: (i) any additions or modifications made to the
Products and/or Services in question, otherwise than by
the Supplier or with its prior written consent; (ii) any
information provided by the Buyer to the Supplier
including without limitation any specification; (iii)
performance by the Supplier of any work required to
any Products, or performance of any Services, incompliance with the Buyer's requirements or
specification; (iv) a combination with or an addition toequipment not manufactured or developed by the
Supplier; or (v) the use of Products beyond that scope
established by the Supplier or approved in writing by
the Supplier.
13.6 THIS SECTION 13 STATES THE ENTIRE
LIABILITY OF THE SUPPLIER AND THE
EXCLUSIVE REMEDY OF THE BUYER WITHRESPECT TO ANY ALLEGED INFRINGEMENTOF INTELLECTUAL PROPERTY RIGHTSBELONGING TO A THIRD PARTY ARISINGOUT OF OR IN CONNECTION WITH THE
PERFORMANCE OF ANY CONTRACT. This
Section 13 shall be subject to the limits of liability in
Section 14.
14. Liability
14.1 The Supplier warrants that all Products are freefrom defects in material and workmanship undernormal use for a period of one year from the date ofdelivery to the Buyer save that operation of the
Software may not be completely uninterrupted or error
free. The Buyer shall be responsible for determiningthat the Product is suitable for the Buyer's use and thatsuch use complies with any applicable law.
14.2 The Buyer shall notify the Supplier in writing of
any claimed defect in the Product immediately upon
discovery and any such Product shall be returned at the
Buyer's risk to the Supplier, transportation charges
prepaid, no later than one year from date of delivery.
14.3 The Supplier shall not be responsible for any
breach in respect of Products supplied if: (i) the Buyer
makes further use of such Products after giving thenotice required in Section 14 (1); (ii) the defect or
failure arises from the Buyer’s own fault or incorrect
use of the product; (iii) the defect arises from any

drawing, design or specification supplied by the Buyer
or from other materials or other property supplied by
the Buyer or from failure to supply such information orproperty, or from any parts or items that have not been
manufactured solely by the Supplier; and (iv) the defectarises out of the use of the Products in conjunction withproducts or materials not reasonably contemplated by
the Supplier.
14.4 If a Product is determined to be defective, theSupplier shall at its option (i) repair or replace such
defective Product, and the Supplier shall havereasonable time to make such repairs or to replace such
Product or to (ii) grant the Buyer a fair andproportionate price reduction for the delivery inquestion. Any repair or replacement of Product shall notextend the period of one-year notice of defect.
14.5 The Supplier shall perform the Services
substantially in accordance with the Proposal and withreasonable skill and care. Services which do notsubstantially conform with the Proposal and which arenotified to the Supplier within 10 days of the Buyer
becoming aware of the same, and in any event no later
than 3 months after the date on which the Services were
performed, shall, if the Supplier agrees they were nonconforming, be re-performed as soon as reasonably
practicable after the Supplier’s receipt of notice of the
non-conforming Services. If the Supplier fails to rectify
any deficient performance of the Services, the Buyer’ssole remedy shall be reimbursement of that portion of
the fees attributable to the Services concerned.
14.6 If the Buyer fails to pay when due any portion of
the purchase price or any other payment required fromthe Buyer to the Supplier under this Contract orotherwise, all warranties and remedies granted under
this Section 14 may, at the Supplier’s option, be
terminated.
14.7 The Supplier shall not be liable for damage toproperty caused by a defect in a Product, including
damage to products produced by the Buyer or to
products of which the Product form a part, or fordamage to property, which the Buyer's products cause
due to a defect in the Product. To the extent theSupplier incurs liability towards a third party, the Buyer
shall hold the Supplier harmless to the same extent, as
the Supplier's liability is limited according to thisSection 14. In case of personal injury caused by the
Product and in case of damage to property usuallyintended for non-commercial use, the provisions of theNorwegian Product Liability Act (in Norwegian"Produktansvarsloven") shall apply.
14.8 Any claim arising out of or in connection with aContract must be commenced against the Supplierwithin one (1) year of (i) delivery of the Products, or(ii) provision of the Services (as applicable), giving riseto the claim, and the Supplier shall have no liability to
the Buyer under or in connection with any claim
commenced after such time.
14.9
THE
SUPPLIER’S
MAXIMUM
AGGREGATE LIABILITY INCLUDING THE
REMEDIES GRANTED IN SECTION 14.4 UNDEROR IN CONNECTION WITH ANY CONTRACTSHALL IN NO EVENT EXCEED THE

PURCHASE PRICE OF THE PRODUCT IN
QUESTION, OR IN RESPECT OF SERVICES
THE AMOUNT PAYABLE BY THE BUYER
UNDER THAT CONTRACT AND, IN RESPECT
OF SERVICES CONTINUING BEYOND ONE
YEAR, SHALL IN NO EVENT EXCEED THE
TOTAL AMOUNT PAYABLE BY THE BUYER INRESPECT OF SERVICES THAT YEAR. SAVEFOR GROSS NEGLIGENCE OR DELIBERATE
BREACH, THE SUPPLIER SHALL IN NO
EVENT BE LIABLE FOR ANY INDIRECT,INCIDENTAL OR CONSEQUENTIAL LOSS,INCLUDING CLAIMS ARISING OUT OF THIRDPARTYACTIONS,REGARDLESSOF
WHETHER SUCH THIRD PARTY ACTIONS, OR
ANY OTHER CLAIMS, LOSSES, OR DAMAGES,WERE REASONABLY FORESEEABLE TO
BUYER OR SUPPLIER.
15. Confidential Information: Each party undertakes tokeep confidential, not use for its own purposes and notwithout the prior written consent of the other party
disclose to any third party, any information of aconfidential nature belonging or relating to the otherparty which may become known to it unless suchinformation is or becomes public knowledge (other thanby breach of this Section) or is required to be disclosed
by order of a competent public authority.
16. Rescheduling and Cancellation:
16.1 Orders accepted by the Supplier may be cancelled
or rescheduled by the Buyer only with the writtenconsent of the Supplier and upon payment of the
Supplier's cancellation or rescheduling charges. The
Supplier shall have the right without penalty or
payment to cancel any order accepted (i) if the Buyer
fails to make any payment when due to the Supplier
under the Contract or any other contract with the
Supplier, (ii) if any act or omission of the Buyer delays
the Supplier’s performance, (iii) if the Buyer violates
any of these Conditions, or (iv) if the Buyer’s credit
becomes impaired; and in the event of such cancellation
the Supplier shall be entitled to receive reimbursement
for its reasonable and proper cancellation charges.
16.2 Without prejudice to Section 16.3, either party
may terminate a Contract for Services by giving ninety
days (90) written notice to the other party before theend of the term of the Contract.
16.3 Either party may terminate a Contract for Services
immediately at any time by written notice to the otherparty if the other party commits a material breach of theContract for Services which is incapable of remedy or
which it fails to remedy within thirty days (30) ofreceiving written notice requiring it to be remedied.
16.4 Upon termination or expiry of any Contract for
Services, each party shall, except to the extent
permitted or required to exercise of perform its

continuing rights, or obligations hereunder, return to theother party all property of the other party then in its
possession, custody or control and shall not retain any
copies of the same.
17. Insolvency of the Buyer: If: (i) the Buyer suspends
its payments (in Norwegian "betalingsstans"), makes
any composition or arrangement with its creditors (inNorwegian "tvangs- eller frivillig akkord"), enters into
bankruptcy proceedings (in Norwegian "konkurs") or
undergoes any analogous act or proceedings under anapplicable foreign law; then, without prejudice to any
other right or remedy available to the Supplier, theSupplier may treat any Contract as repudiated and/or
withhold any further supply of Products and/or Services
without any liability to the Buyer and, if any Products
and/or Services have been supplied but not paid for, theprice or fees shall become immediately due and payable
notwithstanding
any
previous
agreementorarrangement to the contrary.
18. Non-Waiver: No waiver of any breach of these
Conditions shall constitute a waiver of any prior orsubsequent breach of any similar or dissimilar provision
or a modification of the Contract.
19. Applicable Law and Actions to Recover Damages:
The Contract shall be governed by and construed inaccordance with Norwegian law (the United Nation's
Convention on Contracts for the International Sale ofGoods (CISG) is expressly excluded) and all disputes
arising in connection with the Contract shall be
submitted to the jurisdiction of the Norwegian Courts,
but the Supplier shall be entitled to bring a claim
against the Buyer in any court of competentjurisdiction. If any provision of these Conditions is held
to be unenforceable, such holding shall not affect theenforceability of any other provision. Prior tocommencement of any legal proceedings, the Buyer andthe Supplier shall meet at a senior level to attempt toresolve differences. Notwithstanding any attempts toresolve differences or negotiations regarding suchdifferences, any action brought by the Buyer against theSupplier arising out of this Contract or the Buyer'spurchase and use of the Product must be commenced
within one year after such action accrues and in no
event later than two years after date of shipment of such
Product. Nothing in this Section 19 shall prevent any
party from having recourse to a court of competentjurisdiction for the sole purpose of seeking apreliminary injunction or such other provisional judicial
relief without provision of security.
2. Notices: All notices given under the Contract shall bein writing.
Malvern Instruments 2014