1 APPLICATION OF THE TERMS

1.1 These terms and conditions of sale (the "Terms") apply to all sales by Roest AS (the "Supplier") of Professional sample roaster for quality control, profile roasting and small batch coffee roasting.

1.2 Anyone sending a Request for Quote is deemed to have accepted that these Terms apply to the purchase of any Product from the Supplier.

1.3 The Terms and the Contract(s) created as set out below take precedence over all other terms and conditions (expressed or implied by law or otherwise), including the Customer's general terms and conditions and/or conditions stated in communications from the Customer to the Supplier.

1.4 The Supplier may amend the Terms from time to time at its own discretion, in which case the following applies:

changes to the Terms take effect immediately on publication but do not have retroactive effect on Contracts concluded prior to the publication of the revised Terms;

changes to the date of the Terms indicate that they have been updated; and

the Supplier will only send a separate written notification to the Customer if the Supplier considers the change to be significant enough to bring it to the Customer’s attention.

1.5 The Terms can be amended or supplemented by the Supplier in a Quote.

2 CUSTOMERS

2.1 The Products are designed for professional use. The Supplier reserves the right not to sell Products to any Customer who intends to use them for personal use or otherwise purchase as a consumer.

3 DEFINITIONS

The following capitalised terms used in the Terms shall be interpreted as follows:

Contract: a contract for the sale and purchase of Products, being the Quote supplemented by the Terms.

Delivery Date: the date for delivery of the Products stated in the Quote.

Force Majeure Event means any event or circumstance, or combination of events or circumstances:

beyond the reasonable control of the Supplier;

which could not have been avoided through reasonable efforts (being efforts that would not have required the Supplier to incur additional costs); and

which materially prevents, hinders, or delays the performance by the Supplier of its obligations under a Contract.

Force Majeure Events include but are not limited to:

Acts of God (extreme weather conditions, lightning strikes)

War, hostilities, invasion, act of foreign enemies

Terrorism, civil unrest, riots, strikes, labour disputes

Government actions or regulations that make performance impossible or impractical (including expropriation, embargo, export control)

Pandemics, epidemics and outbreaks of infectious diseases (including coronaviruses such as COVID-19, SARS, Ebola and influenza strains)

Power outages, utility failures and infrastructure failures

Legal or regulatory changes that affect performance or render it illegal

Transportation disruptions or failures (including port or passage closures such as Suez Canal, airspace closures or diversions)

Material shortages or supply chain disruptions

Cyber attacks, hacking, data breaches or IT system failures

Any event or condition that a third party invokes as a force majeure event.

Price: the amount(s) specified in a Quote as being due and payable by the Customer to the Supplier.

Products: products, Software, spare parts and accessories, more particularly described on the Website.

Quote: a quote issued by the Supplier in response to a Request for Quote.

Request for Quote: a request from a Customer for a quote for a particular Product or Products.

SaaS Portal: the Supplier’s online platform where Customers can manage and monitor Products.

Services: any aftersale extended warranty or services offered by the Supplier. Software: all software embedded in or supplied with a Product to support its management and monitoring.

Software Licence: the Licence described in the Terms for use of the Software supplied with a Product.

Subscription: the access rights granted to the Customer to use the SaaS Portal for a specified period.

Website: http://front.roestcoffee.com/.

4 THE PRODUCTS

4.1 All information about the Products, including but not limited to, dimension, weight, quality, technical and other information (regardless of how the information is provided) is for guidance only

4.2 The Customer is solely responsible for ensuring that the Products are suitable for its purpose and use. The Supplier has no responsibility or liability whatsoever in respect of a Product's fitness for purpose or use.

4.3 The Supplier supplies standard products. Unless the Contract contains an express written agreement by the Supplier that a Product will meet any bespoke requirements, no Customer specification is binding on the Supplier.

5 CREATION OF CONTRACTS FOR SALE AND PURCHASE OF PRODUCTS

5.1 A Customer can send a Request for Quote webshop, quote request, email etc, specifying which Products it is interested in purchasing.

5.2 As soon as practicable after receiving a Request for Quote, the Supplier will send a Quote to the Customer, replying to the email address in the Request for Quote.

5.3 The Quote will specify:

the Products to which the Quote applies;

the Price and payment terms for the Products;

the Price and payment terms for the Subscription;

confirmation that a Software Licence is included in the Price;

delivery charges;

payment terms;

expected Delivery Date;

delivery terms; and

the date by which the Quote must be accepted (which is extendable at the discretion of the Supplier).

5.4 A binding Contract is concluded if and when the Customer accepts the Quote in writing (which includes email) without qualification or reservation. If the Customer replies to a Quote with reservations or qualifications, this will be treated as a new Request for Quote replacing the previous Request for Quote.

5.5 The Customer is not entitled to transfer a Quote or a Contract to a third party and any attempted transfer will not be binding on the Supplier.

5.6 Unless there are grounds to terminate for material breach or in accordance with express provisions of a Contract, a Contract cannot be changed or cancelled without the written consent of both Parties. The Supplier may withhold consent if the Customer does not agree to pay any costs or losses incurred as a result of the proposed change or cancellation.

5.7 Resale of any Product is not permitted by anyone other than approved distributors who have a valid reseller agreement with the Supplier.

6 PRICE AND PAYMENT

6.1 The Price and payment terms (including bank details for international payments) will be stated in the Quote.

6.2 The Price in the Quote will be exclusive of any applicable VAT and any other charges or taxes which are payable in connection with the sale. These will be added to the invoice or other request for payment.

6.3 If the Quote provides for payment against an invoice, the Supplier will issue an invoice for the Price when the Contract is concluded. Otherwise, the Customer is required to make payment to the Supplier's bank account in accordance with the terms of the Quote or other request for payment.

6.4 Any refunds issued will be processed using the same payment method used by the Customer or to the same bank account from which payment for the original transaction was made. The Supplier is not obliged to refund any service fees charged by payment providers.

7 CREDIT AND SECURITY

7.1 Unless the Quote states that delivery will be made even though none or only part of the Price has been paid, full payment of the Price by the due date is a condition of the Supplier's obligation to deliver the Products to the Customer. Failure to pay does not mean that the Customer is released from its purchase obligations in accordance with the Contract.

7.2 If the Products are delivered before the Price has been paid in full, title to the Product(s) shall remain with the Supplier until full payment of the Price and any other amounts due under the Contract have been received by the Supplier and the following applies: the Supplier has security in the form of a sales mortgage on the delivered Products until the Price plus any interest and costs has been paid in full (in accordance with the Mortgage Act (panteloven) § 3-14 et. seq. or equivalent in any other jurisdiction); the Supplier reserves the right to require additional security before delivering the Products;

the Customer shall keep the Products in the condition in which they were delivered without encumbrances (with the exception of the Supplier's sales mortgage);

the Customer must not integrate the Products with other products, or deal with the Products in any way which may invalidate or otherwise jeopardise the Supplier's security rights and right to repossess the Products;

the Customer shall hold the goods as the Supplier’s fiduciary agent and bailee; the Customer shall store the Products clearly identified as owned by the Supplier and keep them insured on the Supplier’s behalf against all risks and clearly identified as the Supplier’s property;

and if the Supplier terminates the Contract on grounds of non-payment or the Customer stops paying its debts as they fall due or could be subject to any insolvency or bankruptcy proceedings (with the passing of time, giving of notice or taking of action), the Supplier shall have the right to take possession of the Products. The Customer grants the Supplier, its agents, and employees an irrevocable license at any time to enter any premises where the Products are or may be stored to enforce its rights under this clause.

7.3 If the Supplier does not deliver the Products because of the Customer's failure to pay, the Customer remains bound by its purchase and payment obligations in accordance with the Contract. The Supplier can elect whether to terminate the Contract on grounds of the Customer's breach of a material obligation or insist that the Customer complies with its obligations to purchase and pay for the Products in accordance with the Contract. This right is in addition to the Supplier's right to collect outstanding invoices in accordance with current law, the right to interest on late payment in accordance with the Interest on Late Payment Act (forsikelsesrenteloven) and any claim for breach of contract.

8 DELIVERY DATE

8.1 The Delivery Date stated in the Quote is an estimated date unless it is expressly stated to be guaranteed.

8.2 Delivery is conditional upon and subject to the following: the Customer making payments in accordance with the Contract and providing all required security where credit has been granted; and the Customer providing all necessary information and fulfilling all other conditions set out in the Contract timeously.

8.3 Unless it is explicitly stated in the Quote that the Delivery Date is guaranteed by, and is binding on, the Supplier, there is no breach of Contract by the Supplier if any Products are not delivered on the Delivery Date, nor is the Supplier liable to the Customer for any costs or losses incurred by the Customer relating to the time of delivery.

8.4 If the Supplier has guaranteed the Delivery Date, the following applies: delivery within 30 days of the Delivery Date (the "Grace Period") is deemed to be timely delivery; and if the Supplier does not deliver the Products by the end of the Grace Period, the Customer has the right to set a reasonable deadline for delivery by sending the Supplier a written notice to this effect. If the delivery has still not taken place within the Customer's deadline, the Customer has the right to cancel the delivery of the relevant Product(s) by giving written notice to the Supplier. In the event of such cancellation, the Supplier has no responsibility for delivering the relevant Product(s) to the Customer or any responsibility for compensating the Customer for non-delivery or any other form of breach of Contract. The Supplier’s liability is limited to a refund of any payment made by the Customer without undue delay.

9 DELIVERY

9.1 The following terms apply if the Contract delivery terms require the Supplier to arrange for the transport of the Products by reference to an INCOTERMS􏰀 delivery term (such as EXW or FOB):

the obligations of the Parties will be interpreted in accordance with Incoterms􏰀 2020 (or any subsequent edition published by the ICC), subject only to any express statement in the Quote (for example, specifying the allocation of export and import obligations). the Supplier has no responsibility for export or import documentation, customs procedures or delays or any related costs unless expressly stated in the Contract or implied by an express reference to Incoterms􏰀.

the Supplier has no responsibility or liability for Products that are not collected or unloaded by the Customer or its nominated agent in accordance with the Contract.

9.2 The Customer is responsible for, and the Supplier can invoice the Customer for, all costs incurred by the Supplier as a result of the Customer failing to collect or unload (or arrange the collection or unloading of) the Products, including storage, and the Supplier can invoice the Customer for such costs it incurs. In this event, the Supplier is not obliged to refund the Price (or part of it) and may choose to apply the Price to cover any costs related to the Customer's breach, and/or claim compensation for material breach.

9.3 Risk of damage to or loss of the Products passes to the Customer in accordance with the applicable delivery term specified in the Contract, at the point where the Customer is required to take delivery. If the delivery terms specified in the Contract include insurance arranged by the Supplier, risk of loss or damage passes to the Customer when the insurance period expires.

9.4 Title passes, and the Products become the Customer's property, at the time the Products are delivered in accordance with the Contract or, if later, when the Customer has fulfilled all payment obligations under the Contract.

10 INSPECTION AND ACCEPTANCE

10.1 Upon receiving the product the customer must inspect the product for damages as well as check that all components are in the shipment.

11 INSTALLATION, COMMISSIONING AND INTEGRATION

11.1 Any installation, commissioning and integration of Products is the Customer's responsibility and is carried out at the Customer's expense and risk.

12 SOFTWARE LICENCE

12.1 The Supplier grants the Customer a non-exclusive, non-transferable license to use the Software solely for the purpose of operating and controlling the Product in accordance with the Supplier's instructions. No license fee is payable unless stated in the Contract.

12.2 The Customer is not permitted to:

modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on, the Software;

rent, lease, lend, sell, sublicense, distribute, or otherwise transfer the Software to any third party; remove alter, or obscure any proprietary notices or labels on the Software; or

use the Software for any unlawful purpose or in any manner that violates any of the Suppier's (or any third party's) intellectual property rights or any applicable laws or regulations.

12.3 The Customer acknowledges and agrees that the Supplier retains all right, title, and interest in and to the Software, including all intellectual property rights therein. Nothing in any Contract gives the Customer any ownership rights or interest in the Software except a limited right to use as expressly stated in the Contract.

12.4 The Supplier may, in its sole discretion, provide updates, upgrades or new versions of the Software. The Customer agrees to install and use such updates or upgrades promptly upon their availability.

12.5 The Software Licence comes into effect on delivery of the Product and continues for the lifetime of the Product unless terminated earlier by the Supplier giving written notice to the Customer on grounds that the Customer has breached any material term of the Contract. Upon termination of the Software Licence, the Customer shall cease all use of the Software and promptly return or destroy all copies of the Software in its possession or control.

12.6 Software is provided "as is" and "as available," with all faults and without warranty of any kind. To the maximum extent permitted by applicable law, the Supplier disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any warranties of merchantability, tness for a particular purpose, title, or non-infringement. The Supplier does not warrant that the Software will meet the Customer's requirements, that the operation of the Software will be uninterrupted or error-free, or that any defects in the Software will be corrected.

12.7 The Customer uses the Software at its own risk and agrees to the following exclusions and limitations of liability:

The Supplier disclaims any and all responsibility for: indirect or consequential loss or damage by/as a result of using the Software; loss of prot of any kind, loss of customers, loss or corruption of data, loss due to business interruption, loss of use and claims from third parties, whether direct or indirect; and damage caused by hacking, viruses, malicious code, harmful components, a so-called "denial-of-service" attack or other attacks from malicious software.

13 SUBSCRIPTION TERMS

13.1 The Subscription term begins when the Customer first accesses the SaaS Portal and continues for the period specified in the Contract.

13.2 The Customer agrees to pay the Subscription fee in accordance with the Contract. Fees are non-refundable.

13.3 Subject to complying with the terms of the Contract, the Customer is granted a non-exclusive, non-transferable right to access and use the SaaS Portal during the Subscription term.

13.4 The Customer may permit its authorised users to access and use the SaaS Portal, provided that such users comply with the terms of the Contract. The Customer is responsible for all activities conducted through its user accounts and shall ensure that its users comply with the Contract.

13.5 The Supplier reserves the right to suspend or terminate access to the SaaS Portal immediately and without notice if any of the following occurs:

the Customer breaches any material term of the Contract;

the Supplier reasonably believes that the Customer's use of the SaaS Portal poses a security risk or may adversely impact the performance or availability of the SaaS Portal for other customers; or

the Supplier determines that it is required to do so by law, regulation, or to comply with a regulatory or governmental authority.

13.6 Upon termination of the Subscription for any reason, the Customer's access to the SaaS Portal will cease, and the Supplier may delete all Customer data stored on the SaaS Portal in accordance with its data retention policies.

13.7 The Customer acknowledges and agrees that the Supplier may process personal data in connection with the provision of the SaaS Portal. The Supplier will process all personal data in accordance with its privacy policy and applicable data protection laws.

13.8 The Customer and its users use the SaaS Portal at their own risk and agree to the following exclusions and limitations of liability: the SaaS Portal is made available on an “as is” and “as available” basis and the Customer has no rights to claim any compensation or otherwise bring a claim against the Supplier in respect of any experience of faults with or omission on the SaaS Portal, save to the extent (if any) available under mandatory law.

The Supplier disclaims any and all responsibility for: indirect or consequential loss or damage by/as a result of using the SaaS Portal; loss of profit of any kind, loss of customers, loss or corruption of data, loss due to business interruption, loss of use and claims from third parties, whether direct or indirect; and damage caused by hacking, viruses, malicious code, harmful components, a so-called "denial-of-service" attack or other attacks from malicious software.

14 WARRANTY

14.1 The Supplier provides the following limited Warranty for the Products: 1-year international warranty.

14.2 The Supplier is not liable under the Warranty unless the alleged breach is notified in writing immediately after the Customer discovered or should have discovered the defect, and in any event, notice must be given within 12 months from the actual Delivery Date (the "Warranty Period").

14.3 If the Customer makes a valid claim within the Warranty Period and the Supplier accepts at its own discretion, acting reasonably, that there is a defect that is covered by the Warranty, the Supplier can choose either to: repair or replace the affected Product; or give a full or partial price refund for the affected Product

14.3.1 The Supplier may, at its discretion, supply spare Parts free of charge together with the Product at the time of purchase. In the event of a valid claim, the Supplier may direct the Customer to use these Parts as replacements under the warranty, instead of sending replacement Parts to the customer.

14.4 The Supplier will inform the Customer as soon as possible whether the Customer will receive a repair, a replacement Product or Part, or a price reduction and will give details regarding the process that will be followed. All work under the Warranty will be carried out by the Supplier or in accordance with the Supplier’s instructions, failing which the Warranty is void.

14.5 Prior to returning any Product or Part for repair or replacement, the Customer must receive a return confirmation from the Supplier. On receipt of a return confirmation, the Customer must return the Products to the address given by the Supplier in the original packaging and adequately packed for transport.

14.6 The Supplier will cover all transport costs incurred by the Customer when returning a Product or Part under the Warranty unless the Supplier decides that the claim is not covered by the Warranty, in which case the Supplier will invoice the Customer for the costs of transport, inspection and any repair work.

14.7 Replaced or repaired Products or Part will be covered by the Warranty for the remaining period of the original Warranty Period.

14.8 Under no circumstances can the Warranty be transferred or assigned (in whole or in part) by the Customer.

14.9 The Warranty is the sole remedy of the Customer in respect of claims for faults or defects. No statement from the Supplier shall be regarded as a representation or guarantee of any kind. Any implied terms and any warranties under sales of goods legislation or other laws are excluded to the fullest extent possible under applicable law.

During the Warranty Period, the Supplier shall provide telephone and email support services at no charge to the Customer. The support terms are available at https://www.roestcoffee.com/support.

After the Warranty Period, the Customer shall only be entitled to support services if the Supplier offers post-Warranty support services and the Customer accepts the terms on which such support services are offered.

14.10 No statement from the Supplier shall be regarded as a representation or guarantee of any kind. Any implied terms and any warranties under sales of goods legislation or other laws are excluded to the fullest extent possible under applicable law.

14.11 This clause does not exclude or limit any rights of the Customer which cannot be excluded or limited under applicable law

15 CERTIFICATIONS

15.1 The Product has been tested in accordance with the following standards and has the following certifications: CB Certificate. Test procedure: CB Scheme. Standards: IEC 60335- 2-9. (fullfills CB mark requirements). Korea KC Mark Certification (the "Certifications)".

15.2 The Supplier has no responsibility to check whether the Certifications are adequate for the Customer's intended use of the Product. The Customer is responsible for checking and conforming with all certification requirements of the place(s) where the Product will be imported and used.

15.3 Without limiting the generality of the above, by purchasing the Product the Customer acknowledges and agrees as follows:

the Supplier has no responsibility to apply for, obtain or maintain any certifications (including the Certification) for the Product and disclaims all responsibility and liability for any certification issues arising in connection with the import or subsequent use of the Product; the Product has not been tested or certified according to UL, UL-AU, NTSF, CLA or other safety standards (“Excluded Certifications”); the Certifications do not indicate or guarantee compliance with any Excluded Certifications; the Customer assumes full responsibility for the importation of the Product and for ensuring that the Product complies with all applicable national, federal and state laws, regulations, health and safety, environmental, or other standards for use in any production, operational, or manufacturing capacity; all use of the Product in operational, manufacturing, production, or other processes is carried out at the Customer’s own risk; and the Customer waives any claim it may have against the Supplier relating to any and all certications, and undertakes to hold the Supplier harmless on a full indemnity basis (including legal costs) for any claim, loss, damages, ne, charge, or other cost or expense incurred by the Supplier in connection with the Customer’s import or use of the Product.

15.4 The Supplier does not seek to exclude any obligations or liability it may not validly exclude under mandatory applicable law.

16 INTELLECTUAL PROPERTY RIGHTS

16.1 All intellectual property rights that exist in or are related to the Products and Software are and shall remain the property of the Supplier or (if applicable) third parties.

16.2 Nothing in the Terms or a Contract shall be construed as a transfer of any intellectual property rights in or related to the Products, Software, user manuals, or other media or documentation provided to the Customer.

17 PRODUCT LIABILITY

17.1 The Customer is required to comply with all safety, use and other instructions provided with the Product and, to the fullest extent permitted by applicable law, the Supplier excludes all liability for any loss or damage caused, directly or indirectly, by any non-compliance with these instructions.

17.2 If a Product causes damage to persons or property, the Supplier is liable only to the extent that such liability is incurred under mandatory provisions of the Product Liability Act (produktansvarsloven) (or other mandatory laws or regulations).

17.3 The Customer is obliged to indemnify the Supplier for all costs, claims, losses, actions, punishments, fees or similar costs incurred in connection with a breach of the Terms, including any restriction on resale or use of the Products.

17.4 With the exception of liability imposed by mandatory law (and only to the extent that mandatory law imposes it):

the Supplier is not responsible for damage caused by a Product or Software after delivery to the Customer; and the Supplier is not responsible to the Customer with regard to any third party claims made in connection with the Products or Software, and should a third party raise a claim against the Supplier, the Customer undertakes to indemnify the Supplier in full for its losses, costs and expenses (including legal fees) in relation to any such claim.

18 DEFAULT

18.1 If a Party is in breach of any of its obligations under a Contract, the other Party is entitled to send written notice to the other Party requiring that the breach be recited as soon as possible and in any event within a deadline stated in the notice. This right is in addition to a Party's right to claim damages for its loss as a result of the breach.

18.2 If the Customer does not pay the Price in full in accordance with the Contract, the Supplier has the right to give written notice requiring payment within 30 calendar days. If the Customer does not comply with the notice, the Supplier has the right to terminate the Contract on grounds of the Customer's breach of a material obligation or insist that the Customer complies with its obligations to purchase and pay for the Products in accordance with the Contract. This right is in addition to the Supplier's right to collect outstanding invoices in accordance with current law, the right to interest on late payment in accordance with the Interest on Late Payment Act (forsikelsesrenteloven) and any claim for damages on grounds of breach of contract.

18.3 A Party with a right to terminate a Contract must give notice in writing, exercising its right, within a reasonable time after becoming aware, or when it ought to have become aware, of circumstances giving it the right to terminate the Contract.

19 LIMITATION OF LIABILITY

19.1 Any liability of the Supplier under a Contract is limited to documented direct losses, and the Supplier is not responsible for any consequential damages, indirect losses or any form of financial loss (direct or indirect, actual or anticipated).

19.2 In any event, the Supplier’s total liability is limited to an amount equal to the Price paid for the Product in respect of which the claim arises.

19.3 Nothing in the Terms or any Contract is intended to exclude or limit liability for any matter which cannot be excluded or limited under applicable law.

20 FORCE MAJEURE

20.1 The Supplier may, in its sole discretion, give notice to postpone delivery or cancel a Contract in whole or in part (even if the Delivery Date is guaranteed) without any liability to the Customer, if it is prevented from, or delayed in, fulfilling any of its obligations under a Contract due to any Force Majeure Event.

20.2 If the Supplier cancels a Contract due to a Force Majeure Event, it will process a refund for Products that are not delivered without undue delay.

21 SUBCONTRACTORS, ASSIGNMENT AND TRANSFER

21.1 The Supplier may use subcontractors to design, develop or manufacture all or parts of the Products.

21.2 The Supplier may, at any time, assign or transfer its rights and obligations under a Contract to another company which at the time of the assignment or transfer is an associated company and/or as part of the transfer of all or parts of the company's business.

21.3 The Supplier has the right to transfer or assign its rights to some or all invoices (accounts receivable) for nancing purposes, to any recognized (at the Supplier's discretion) bank or other financial institution, subject only to giving notice to the Customer.

21.4 The Customer is not entitled to assign or transfer any of its rights or obligations under a Contract to a third party, and any attempted assignment or transfer will not be binding on the Supplier.

22 PROCESSING OF PERSONAL DATA

22.1 The Supplier may collect, store and process personal data, including (but not limited to) name and contact information and will do so in accordance with its privacy policy available on the website.

22.2 The Supplier's purpose for processing any information is to be able to fulfill the Supplier's obligations towards the Customer in accordance with each Contract, including entering into and carrying out its obligations under a Contract, customer relations, warranty management and payment transactions.

23 CHOICE OF LAW AND DISPUTE RESOLUTION

23.1 Norwegian law applies to the Terms and every Contract. The Parties specifically agree to exclude the application of the United Nations Convention on Contracts for the International Sale of Goods (CISG).

23.2 The Parties agree to attempt to resolve any dispute relating to the Terms, a Contract, or any Product through negotiations.

23.3 If no agreement is reached within a reasonable time (not more than 60 days), the Parties agree that the matter shall be resolved by the Norwegian courts, with Oslo Tingrett as a venue.

23.4 The Parties agree that any court which will accept jurisdiction can hear an application for an injunction.