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TERMS AND CONDITIONS

1. Preamble
These General Terms and Conditions ("Terms") apply to all contracts for the sale of products by Seat Innovation AS ("Seller"), unless otherwise agreed in writing. Any reference to "in writing" includes a document signed by both parties, email, or any other mutually accepted electronic format.
2. Product Information
Product information, documentation, and price lists are binding only if expressly incorporated into the contract or accepted in writing by the Purchaser. Documentation requiring extraordinary effort may be invoiced separately if agreed.
3. Delivery and Passing of Risk
Delivery shall be Ex Works (EXW) according to Incoterms 2020. The Seller may assist in positioning or loading goods onto the Purchaser’s vehicle if necessary.
Delivery periods commence once the contract is concluded, all official formalities completed, all payments due on contract formation made, any agreed securities provided, and all other preconditions fulfilled.
4. Delay
The Seller shall notify the Purchaser of expected delay. Delay does not entitle the Purchaser to liquidated damages unless expressly agreed. The Seller may arrange storage if required at agreed terms.
5. Payment Terms
Payments follow the agreed terms and order confirmation. Late payments accrue interest from the due date at the agreed rate, or if none, eight (8) percentage points above the ECB refinancing rate.
6. Intellectual Property Rights (IPR)
All IPR—including designs, know-how, patents, and trademarks—remains the property of the Seller. Documentation may not be copied or used for other purposes without written consent. The Seller is not required to supply manufacturing drawings.
7. Warranty and Liability for Defects
7.1 Warranty Period
Seat Innovation AS warrants that the Product is free from defects. The warranty is valid for one (1) year from the date the end-user receives the goods, or two (2) years from the date the goods arrive at the Purchaser’s warehouse—whichever occurs first. Repairs or replacements carry a warranty of one (1) year from the date of repair or replacement.
7.2 Upholstery
5 Year Warranty for genuine leather and PU upholstery, 7 Year Warranty for PVC.
7.3 Notification of Defects
The Purchaser must notify defects in writing without undue delay, and no later than four (4) weeks after the warranty period expires. Immediate notice is required for defects posing risk of damage.
7.4 Remedial Measures
Confirmed defects shall be remedied promptly at the Seller’s expense. Repairs normally occur at the Product’s location unless return is required. Dismantling/reinstallation by the Seller applies if special expertise is required; otherwise, delivery of a repaired or replaced part fulfils the obligation.
7.5 Costs of Unfounded Claims
If no covered defect is found, the Purchaser shall reimburse the Seller for costs incurred.
7.6 Additional Costs
Unless agreed in writing, the seller bears costs for dismantling, installation, travel, labour, or transport.
7.7 Ownership of Replaced Parts
Defective parts remain the Seller’s property.
7.8 Failure to Remedy
If the Seller fails to remedy a defect within three (3) months of notice, the Purchaser may give a final written deadline. If still unmet, the Purchaser may remedy the defect at the Seller’s risk and expense, and reimbursement of reasonable costs shall constitute full settlement.
7.9 Purchase Price Reduction
If a defect is not remedied, the Purchaser may reduce the purchase price proportionate to the reduced value.
7.10 Exclusions
Liability does not cover defects from Purchaser-supplied materials, misuse, improper maintenance, unauthorized alterations, or normal wear and tear.
8. Limitation of Liability and Indemnification
8.1 Limitation of Seller’s Liability
Except in cases of gross negligence or wilful misconduct, the Seller’s aggregate liability under this Agreement shall not exceed NOK 10,000,000 or the amount covered by the Seller’s applicable insurance, whichever is higher.
The Seller shall not be liable for damage to property occurring after delivery. Nothing in these Terms shall limit the Seller’s mandatory liability under applicable product liability laws.
8.2 Indemnification by the Purchaser
The Purchaser shall indemnify and defend the Seller against any third-party claims to the extent such claims arise from the Purchaser’s acts, omissions, or breach of this Agreement, excluding any claims caused in whole or in part by the Seller.
This obligation applies provided that the Seller gives prompt written notice of the claim and that the Purchaser has control of the defence and settlement, including the selection of counsel. The Purchaser shall not settle any claim in a manner that imposes liability or obligations on the Seller without the Seller’s prior written consent.
8.3 Additional Costs
Unless otherwise agreed in writing, the Purchaser shall bear all additional costs incurred by Seat Innovation AS in connection with repairs, dismantling, installation, travel, salaries, and transportation.
8.4 Purchaser’s Liability Cap
The Purchaser’s total liability under Section 8.2 (Indemnification) shall not exceed the total contract value, except in cases of the Purchaser’s wilful misconduct or gross negligence.
9. Modifications and Improvements
Seller-initiated modifications require Purchaser’s prior written approval and must not negatively impact quality, performance, weight, maintenance, or interchangeability.
10. Force Majeure
Performance may be suspended due to events outside a party’s control, such as war, fire, cyberattack, embargo, or pandemics. The affected party shall promptly notify the other in writing of the occurrence and cessation.
If force majeure lasts more than six (6) months, either party may terminate the contract.
11. Anticipated Non-Performance
Either party may suspend obligations if it is evident the other party cannot perform. Suspension must be promptly notified in writing.
12. Consequential Losses
Neither party is liable for loss of profit, production, contracts, use, or any indirect or consequential loss unless otherwise explicitly agreed.
13. Dispute Resolution and Applicable Law
Disputes shall first be attempted resolved through mediation at the Oslo Chamber of Commerce (OCC). If unresolved within 30 days, the dispute shall be settled by arbitration under the OCC Rules. Proceedings shall be conducted in English. Norwegian law shall govern this Agreement. The CISG (UN Convention on Contracts for the International Sale of Goods) shall not apply.
14. Disclaimer
The Seller reserves the right to make corrections, updates, or changes to these Terms at any time. The Seller assumes no liability for typographical errors, unintentional omissions, or changes made after publication unless explicitly agreed in writing.
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