Terms And Conditions
1. INTRODUCTION AND SCOPE
1.1 These Terms and Conditions (“Terms”) govern all commercial transactions, quotations, order confirmations, invoices, and supply arrangements entered into between Takisi Fruits Norway (“the Company,” “we,” “us,” or “our”), a business-to-business wholesale import and distribution enterprise registered and operating at Skauboveien 12, 2016 Frogner, Norway, and any business entity, trade professional, or corporate buyer (“the Buyer,” “Client,” or “you”) that places orders for or otherwise procures goods from the Company.
1.2 The Company operates exclusively on a business-to-business basis. No consumer transactions, retail sales, or orders placed by private individuals acting outside the scope of a trade, business, or profession are accepted. By engaging with the Company, placing an order, or accepting delivery of goods, the Buyer confirms and warrants that it is acting in a professional commercial capacity and not as a consumer within the meaning of the Norwegian Consumer Purchases Act of 21 June 2002 No. 34 (Forbrukerkjøpsloven) or the Cancellation Act of 20 June 2014 No. 27 (Angrerettloven). Accordingly, none of the statutory protections afforded exclusively to consumers under Norwegian law shall apply to transactions governed by these Terms.
1.3 These Terms constitute the sole and entire agreement between the Company and the Buyer in respect of any supply of goods, unless a separate written contract signed by both parties expressly provides otherwise. Any prior negotiations, representations, or understandings between the parties relating to the subject matter herein are superseded in their entirety upon the Buyer’s acceptance of these Terms. Where a conflict arises between these Terms and any individual purchase order or written agreement executed by the parties, the provisions of such individual agreement shall prevail only to the extent that the conflict is irreconcilable.
1.4 The Company reserves the right to amend, revise, or supplement these Terms at any time. Updated versions shall be published on the Company’s website at https://www.takisifruits.com, and the date of the most recent revision shall be indicated at the top of the document. Continued placement of orders following publication of revised Terms shall constitute the Buyer’s acceptance of such revised Terms.
2. PRODUCTS AND PRODUCT DESCRIPTION
2.1 The Company specialises in the import and wholesale distribution of fresh tropical fruits and vegetables, sourced primarily from suppliers in Africa, including but not limited to Kenya, Uganda, and Tanzania. All products supplied by the Company are perishable agricultural goods intended for professional resale, food preparation, or further distribution within the wholesale, hospitality, and food retail sectors.
2.2 Product descriptions, images, and specifications displayed on the Company’s website or communicated in promotional materials are provided for illustrative and informational purposes only. Given the inherent nature of fresh produce, variations in size, colour, weight, and appearance are to be expected and shall not, in themselves, constitute a defect or ground for complaint. The Company endeavours to ensure the accuracy of product information but does not warrant that every visual representation will correspond precisely to the goods delivered.
2.3 The Company may, at its discretion, substitute a product with one of equivalent or superior quality and value where the originally requested product is unavailable due to seasonal variation, supply chain disruption, crop failure, or other circumstances beyond the Company’s reasonable control. In such cases, the Company shall notify the Buyer prior to dispatch wherever practicable.
3. ORDERING PROCESS AND CONTRACT FORMATION
3.1 All orders are handled on a request basis. The Company does not operate an automated online checkout system and does not accept instant consumer-style purchases. Orders may be submitted by email to info@takisifruits.com, by telephone at +47 409 90 927 or +47 944 45 937, or through the inquiry form available on the Company’s website.
3.2 Submission of an order by the Buyer constitutes an offer to purchase goods in accordance with these Terms. No binding contract shall come into existence until the Company issues a written order confirmation to the Buyer by email or other durable medium. The Company retains full discretion to accept, reject, or propose modifications to any order, including adjustments to quantities, pricing, or delivery timelines, and no obligation shall attach to the Company by virtue of the Buyer’s submission of an order alone.
3.3 All orders are subject to a minimum quantity requirement consistent with the Company’s wholesale operations. Specific minimum order quantities may vary by product and shall be communicated to the Buyer upon request or at the time of quotation. The Company reserves the right to decline orders that do not meet applicable minimum thresholds.
3.4 Upon receipt of an order, the Company shall make reasonable efforts to confirm product availability and pricing within a timeframe consistent with trade practice. Final prices and product availability are contingent upon supplier confirmation at the time of the order and may be subject to fluctuation in accordance with market conditions, seasonal factors, and exchange rate variations. Any quotation issued by the Company shall, unless otherwise stated, remain valid for five (5) business days from the date of issue.
4. PRICING AND PAYMENT
4.1 All prices quoted by the Company are in Norwegian Kroner (NOK) unless otherwise expressly agreed in writing. Prices are exclusive of value-added tax (VAT), customs duties, import levies, and any other applicable taxes or government-imposed charges, all of which shall be borne by the Buyer in addition to the quoted price unless the parties agree otherwise in writing. VAT shall be applied in accordance with the Norwegian Value Added Tax Act of 19 June 2009 No. 58 (Merverdiavgiftsloven) at the rate applicable at the date of invoicing.
4.2 Prices are subject to change without prior notice until an order confirmation has been issued. Once the Company has issued a written order confirmation specifying the agreed price, that price shall remain binding for the particular transaction to which it relates, subject only to adjustments arising from Sections 4.1 and 4.3 of these Terms.
4.3 Should the Company incur unforeseen increases in cost attributable to fluctuations in supplier pricing, freight charges, customs duties, currency exchange rates, or regulatory changes occurring between the date of order confirmation and the date of delivery, the Company reserves the right to adjust the invoiced price proportionally upon prior written notice to the Buyer. The Buyer may, within three (3) business days of receiving such notice, elect to cancel the affected order without penalty.
4.4 Payment shall be made in full within the period specified on the invoice, which shall ordinarily be fourteen (14) days from the invoice date unless a different payment term has been agreed in writing. Payment must be rendered by bank transfer to the account designated by the Company on the invoice. Payment is deemed received on the date the funds are credited to the Company’s bank account.
4.5 In the event of late payment, the Company shall be entitled to charge default interest from the due date until the date of actual payment in accordance with the Norwegian Act on Interest on Overdue Payments of 17 December 1976 No. 100 (Forsinkelsesrenteloven). The applicable rate of default interest shall be as determined by the Norwegian Financial Supervisory Authority (Finanstilsynet) pursuant to Section 3 of that Act, following the transfer of this competence from the Norwegian Ministry of Finance with effect from 18 June 2025. The Company further reserves the right to suspend further deliveries and to withhold performance of any outstanding obligations towards the Buyer until all overdue amounts, including accrued interest, have been settled in full.
4.6 All payments shall be made without set-off, counterclaim, or deduction of any kind unless the Buyer holds a claim that has been acknowledged in writing by the Company or confirmed by a court of competent jurisdiction or arbitral tribunal.
5. DELIVERY
5.1 Delivery terms, including the place, method, and estimated timing of delivery, shall be as set out in the order confirmation. Unless otherwise agreed, goods shall be dispatched from the Company’s facilities or directly from the Company’s appointed supplier, and delivery shall be deemed complete upon handover of the goods to the Buyer or to the Buyer’s designated carrier or representative at the agreed delivery point.
5.2 Delivery dates communicated by the Company are estimates given in good faith and do not constitute fixed delivery dates unless the Company has expressly confirmed otherwise in the order confirmation by use of the phrase “guaranteed delivery date.” The Company shall use reasonable commercial efforts to fulfil delivery within the estimated timeframe; however, delays attributable to air-freight scheduling, customs clearance, supply chain interruptions, adverse weather conditions, or any other circumstances beyond the Company’s reasonable control shall not constitute a breach of contract.
5.3 Risk in the goods shall pass to the Buyer at the point of delivery as defined in Section 5.1. Following the transfer of risk, the Buyer shall bear all responsibility for loss, deterioration, or damage to the goods, including deterioration arising from the perishable nature of the products. Norwegian Sale of Goods Act of 13 May 1988 No. 27 (Kjøpsloven), Sections 7, 12, and 13, govern the transfer of risk to the extent not otherwise regulated by these Terms or a separate written agreement.
5.4 The Buyer shall inspect all delivered goods immediately upon receipt and, in any event, no later than six (6) hours after delivery. Given the perishable character of fresh fruits and vegetables, timely inspection is of critical importance. Any failure by the Buyer to inspect the goods within this period shall constitute acceptance of the goods in the condition delivered, subject only to claims for hidden defects not discoverable upon reasonable inspection.
6. CLAIMS, RETURNS, AND REFUNDS
6.1 Due to the nature of the Company’s products (fresh fruits and vegetables), returns are generally not accepted. The perishable character of the goods, combined with the wholesale volumes in which they are supplied, makes return and resale commercially impracticable in most circumstances. All claims relating to quality, quantity, or conformity must therefore be assessed and resolved in accordance with the procedures set out in this Section 6.
6.2 Refunds or replacements may be considered by the Company solely in the following circumstances: (a) the goods delivered are demonstrably not in conformity with the specifications set out in the order confirmation; (b) the goods have suffered damage during transport that is attributable to the Company or its appointed carrier; or (c) a verifiable quality defect existed at the time of delivery and was not discoverable upon the inspection required under Section 5.4. Each such claim shall be reviewed individually on a case-by-case basis.
6.3 Any claim under Section 6.2 must be notified to the Company in writing to info@takisifruits.com within twenty-four (24) hours of delivery. Such notification must include: (i) the order reference number; (ii) a clear description of the alleged defect or non-conformity; (iii) photographic evidence of the affected goods taken at the time of delivery or as soon as the defect was discovered; and (iv) any supporting documentation reasonably relevant to the claim. Failure to comply with these notification requirements within the prescribed period shall extinguish the Buyer’s right to a remedy, except in respect of hidden defects governed by Section 6.4.
6.4 Hidden defects not discoverable upon reasonable inspection at the time of delivery must be reported to the Company in writing within forty-eight (48) hours of the point at which the defect was or ought reasonably to have been discovered, and in no event later than five (5) calendar days from the date of delivery. The provisions of the Norwegian Sale of Goods Act of 13 May 1988 No. 27 (Kjøpsloven), Sections 31 and 32, concerning the duty to notify of defects, shall apply to the extent not derogated from by these Terms.
6.5 Where the Company accepts a claim following its review, the remedy shall be at the Company’s sole discretion and may take the form of: (a) a full refund of the invoiced amount for the affected goods; (b) a partial refund or credit note proportionate to the diminished value; or (c) replacement goods, subject to availability. No consequential, indirect, or incidental damages shall be payable by the Company in connection with any claim.
6.6 Goods shall not be returned to the Company without prior written authorisation. Any goods returned without such authorisation shall be at the Buyer’s sole risk and expense, and the Company shall have no obligation to accept, process, or refund any such return.
7. LIABILITY AND LIMITATION
7.1 The Company’s total aggregate liability to the Buyer arising out of or in connection with any order, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no event exceed the invoiced price of the goods to which the relevant claim relates. Where multiple claims arise from a single order, the cumulative liability shall not exceed this threshold.
7.2 In no circumstances shall the Company be liable to the Buyer for any loss of profit, loss of revenue, loss of anticipated savings, loss of business, loss of goodwill, or any indirect, consequential, special, or punitive damages of any kind, regardless of whether such losses were foreseeable or whether the Company was advised of the possibility thereof.
7.3 Nothing in these Terms shall operate to exclude or limit the Company’s liability for (a) death or personal injury caused by the Company’s negligence, (b) fraud or fraudulent misrepresentation, or (c) any liability that cannot lawfully be excluded or limited under the laws of Norway, including but not limited to the Norwegian Product Liability Act of 23 December 1988 No. 104 (Produktansvarsloven).
7.4 The limitations and exclusions set forth in this Section 7 shall be interpreted in a manner consistent with the provisions of Section 36 of the Norwegian Contracts Act of 31 May 1918 No. 4 (Avtaleloven), which empowers courts to modify or set aside contractual terms that are deemed unreasonable. Both parties acknowledge that the limitations set out herein reflect a fair and commercially justifiable allocation of risk in the context of wholesale trade in perishable goods.
8. FORCE MAJEURE
8.1 Neither party shall be liable for failure or delay in the performance of its obligations under these Terms to the extent such failure or delay results from circumstances beyond that party’s reasonable control (“Force Majeure Event”). A Force Majeure Event may include, without limitation: natural disasters, epidemics, pandemics, war, armed conflict, acts of terrorism, government sanctions, trade embargoes, customs or import restrictions, crop failure, extreme weather events, volcanic eruptions, strikes or other labour disputes not involving the affected party’s own workforce, disruption to air-freight or other transport networks, and failures in the supply chain attributable to third-party suppliers or logistics providers.
8.2 The party affected by a Force Majeure Event shall notify the other party in writing as soon as reasonably practicable, detailing the nature of the event, its anticipated duration, and the steps being taken to mitigate its effects. Should a Force Majeure Event continue for more than thirty (30) consecutive calendar days, either party may terminate the affected order(s) by written notice to the other, without liability for such termination.
9. INTELLECTUAL PROPERTY
9.1 All intellectual property rights subsisting in the Company’s name, logo, trade marks, branding elements, product packaging designs, website content, photographs, marketing materials, and all other proprietary content remain the exclusive property of Takisi Fruits Norway and are protected under applicable Norwegian and international intellectual property legislation, including but not limited to the Norwegian Trade Marks Act of 26 March 2010 No. 8 (Varemerkeloven) and the Norwegian Copyright Act of 15 June 2018 No. 40 (Åndsverkloven).
9.2 No right, title, licence, or interest in or to any intellectual property of the Company is conferred upon the Buyer by virtue of these Terms or any transaction hereunder, except such limited right to use the Company’s name and product descriptions as is strictly necessary for the Buyer’s onward resale of goods purchased from the Company in the ordinary course of the Buyer’s trade.
9.3 The Buyer shall not reproduce, modify, distribute, publicly display, or create derivative works based upon any of the Company’s intellectual property without the Company’s prior written consent. Unauthorised use of the Company’s intellectual property may give rise to claims for damages and injunctive relief under applicable law.
10. CONFIDENTIALITY
10.1 Each party agrees to treat as confidential all pricing structures, product sourcing details, supplier information, business plans, financial data, and other commercially sensitive information disclosed by the other party in connection with transactions governed by these Terms (“Confidential Information”). Neither party shall disclose Confidential Information to any third party without the prior written consent of the disclosing party, except (a) to its own employees, agents, and professional advisors on a strict need-to-know basis, provided such recipients are bound by obligations of confidentiality no less onerous than those contained herein; or (b) where disclosure is required by law, regulation, or order of a court or regulatory authority of competent jurisdiction.
10.2 The obligations of confidentiality set out in this Section 10 shall survive the termination or expiry of any transaction between the parties for a period of two (2) years.
11. DATA PROTECTION
11.1 To the extent that any personal data is processed in connection with the commercial relationship between the Company and the Buyer, such processing shall be conducted in accordance with Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (the General Data Protection Regulation, “GDPR”) as incorporated into Norwegian law through the Norwegian Personal Data Act of 15 June 2018 No. 38 (Personopplysningsloven). Further detail regarding the Company’s data processing practices is set out in the Company’s Privacy Policy, available at https://www.takisifruits.com.
11.2 The Buyer warrants that any personal data it shares with the Company (for example, names and contact details of its employees or representatives) has been collected and is shared in compliance with applicable data protection legislation, and that all necessary consents or other lawful bases for processing have been obtained.
12. GOVERNING LAW AND DISPUTE RESOLUTION
12.1 These Terms, and any dispute or claim arising out of or in connection with them or their subject matter, formation, or enforceability (including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Kingdom of Norway.
12.2 For transactions with Buyers domiciled within the European Economic Area, the United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply to transactions governed by these Terms, except where both parties expressly agree in writing to its application. Norway has ratified the CISG but has declared, pursuant to Article 94 of the Convention, that the CISG does not apply to sales between parties residing in Norway, Denmark, Finland, Iceland, or Sweden.
12.3 The parties shall use good-faith efforts to resolve any dispute arising under or in connection with these Terms through direct negotiation. Should the parties fail to reach a resolution within thirty (30) days of the date on which either party notifies the other of the dispute in writing, either party may submit the matter to the competent courts of Norway, with the courts of Romerike og Glåmdal District Court (Romerike og Glåmdal tingrett), sitting at Lillestrøm, having jurisdiction in the first instance, unless mandatory provisions of law prescribe otherwise.
13. SEVERABILITY
13.1 Should any provision of these Terms be found by a court or tribunal of competent jurisdiction to be invalid, unlawful, or unenforceable, such finding shall not affect the validity, lawfulness, or enforceability of the remaining provisions, which shall continue in full force and effect. The invalid or unenforceable provision shall, to the extent permitted by law, be replaced by a valid and enforceable provision that most closely reflects the original commercial intention of the parties.
14. WAIVER
14.1 No failure or delay by either party in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. A single or partial exercise of any right, power, or remedy shall not preclude any further or other exercise of that or any other right, power, or remedy. A waiver shall be effective only if given in writing and signed by the waiving party, and then only in the instance and for the purpose for which it was given.
15. ASSIGNMENT
15.1 The Buyer shall not assign, transfer, subcontract, or otherwise dispose of any of its rights or obligations under these Terms, in whole or in part, without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under these Terms to any affiliate, successor entity, or third-party purchaser of the Company’s business or assets, upon providing written notice to the Buyer.