General Terms & Conditions
These General Terms & Conditions apply to the use of SmartRetur’s websites and describe the general conditions for purchasing goods and services from SmartRetur.
Orders placed through the SmartRetur customer portal are additionally governed by SmartRetur’s Agreement Terms & Conditions, which are available to customers after login in the customer portal. In the event of any inconsistency between these General Terms & Conditions and the Agreement Terms & Conditions, the Agreement Terms & Conditions shall prevail for orders placed through the customer portal. These General Terms & Conditions apply to SmartRetur AS as the parent company, and to all its subsidiaries and affiliated companies (together referred to as the “SmartRetur Group”), regardless of the country in which the relevant SmartRetur entity operates.
The Terms describe the most important rights and obligations between the Customer and the SmartRetur Group. The Terms are supplemented by applicable mandatory law. Where these Terms deviate from non-mandatory legislation, the Terms shall prevail.
By placing an order with any company within the SmartRetur Group, the Customer accepts these General Terms & Conditions.
1. Parties and agreement formation
An agreement (the “Agreement”) is formed between:
SmartRetur: the relevant SmartRetur Group company fulfilling the order, with SmartRetur AS acting as the parent company of the group; and
Customer: the legal entity placing the order via the SmartRetur website or customer portal.
The Agreement consists of:
the Customer’s order details (including products and/or services, quantities and delivery details),
information provided on the SmartRetur website and/or customer portal (including product or service descriptions, pricing and delivery terms),
and any agreed appendices, including SmartRetur’s Code of Conduct and a Data Processing Agreement (DPA).
The Agreement becomes binding when the order is confirmed by SmartRetur.
2. Ordering process and delivery
Ordering
Orders are placed through the SmartRetur customer portal or other SmartRetur ordering solutions made available by the SmartRetur Group.
Order confirmation
Orders are normally confirmed within 24 hours. Order status is available in the customer portal and may also be confirmed by email.
Standard lead time
Unless otherwise agreed, standard delivery or collection lead time is two (2) working days for orders registered before 12:00. Express delivery may be available for an additional fee.
Changes and delays
Delivery times may be extended if delays are caused by the Customer, the Customer’s arrangements, or circumstances beyond SmartRetur’s reasonable control, including supplier or manufacturer delays.
If a delay is expected, SmartRetur will inform the Customer as soon as reasonably possible and provide an updated estimated delivery time.
Transport
SmartRetur may provide transport solutions unless the Customer chooses to arrange transport independently. If no specific agreement applies, SmartRetur’s standard transport solutions and rates apply.
New goods sourced from manufacturers
For new products sourced from manufacturers, SmartRetur reserves the right to re-confirm pricing and lead times in accordance with the manufacturer’s applicable terms. The Customer must approve any such changes before the final order is processed.
Relevant documentation is made available through SmartRetur’s online customer solution.
3. Prices and payment
Prices
Prices for goods and services are based on the applicable spot or standard prices stated on the SmartRetur website or customer portal at the time of delivery, unless otherwise agreed in writing.
Inclusions and exclusions
Unless otherwise agreed:
prices are exclusive of transport costs, VAT and other applicable fees or charges,
delivery prices normally apply to goods delivered to or from a SmartRetur warehouse,
additional handling (including pallets or loading beyond standard unloading) may be charged separately.
SmartRetur reserves the right to correct obvious errors, including misprints, and to update prices, products and suppliers without prior notice.
Payment terms
Unless otherwise agreed, payment terms are net 20 days after delivery. SmartRetur may invoice on an ongoing basis and may invoice partial deliveries separately.
Late payment
Late payments may incur statutory interest and reminder fees in accordance with applicable law. SmartRetur may suspend further deliveries if payment is overdue. Payment is deemed received when credited to SmartRetur’s account.
No withholding or set-off
Payments may not be withheld, reduced or set off due to complaints or counterclaims unless agreed in writing by SmartRetur.
4. Receipt, complaints and returns
Inspection on receipt
The Customer shall inspect goods upon receipt in accordance with normal industry practice, including verification of quantities and visible condition.
Reporting damage or deviations
Visible damage or deviations must be reported without undue delay to the carrier and to SmartRetur.
The Customer must document any damage or defects in writing where possible.
Complaint deadlines
Hidden defects must be reported no later than 60 calendar days after the defect was discovered or should reasonably have been discovered, and before the goods are put into use.
Claims may not be raised later than one (1) year after delivery of used goods and two (2) years after delivery of new goods.
Failure to comply with these deadlines may result in loss of the right to claim defects.
Remedies
If a valid complaint is made in time, SmartRetur may, at its discretion, repair the defect or replace/redeliver the goods within a reasonable time. If SmartRetur remedies the defect within a reasonable time, the Customer may not claim further remedies unless required by mandatory law.
Invoice objections
Any objections relating to invoices must be raised without undue delay and no later than one (1) week after receipt. Invoices must be paid by the due date unless otherwise agreed.
Cancellations and returns
Goods that have been procured or are ready for delivery cannot be cancelled and will be charged in full.
Returns are not accepted unless agreed in writing. Accepted returns must be undamaged, saleable and properly stored.
SmartRetur may cancel an order if its supplier cancels or is unable to fulfil supply obligations.
5. Limitation of liability
SmartRetur shall not be liable for indirect or consequential losses, including loss of profit or production, unless liability is required by mandatory law.
SmartRetur is not responsible for damage caused by improper use, handling or use outside the intended purpose, and liability is otherwise limited to the extent required by applicable mandatory law.
6. Confidentiality and intellectual property
Each Party shall treat the other Party’s confidential information, including pricing and commercial terms, as confidential and not disclose such information to third parties except where required by law or necessary to fulfil the Agreement.
All intellectual property rights remain with the respective owner. SmartRetur’s websites, customer portal and related tools are owned by SmartRetur and may only be used by the Customer for purposes related to the Agreement.
7. Corporate responsibility and ethics
SmartRetur expects customers and suppliers to act responsibly and in compliance with applicable laws and ethical standards. Where SmartRetur has issued a Code of Conduct or Ethical Guidelines, these form part of the Agreement.
SmartRetur does not sell or distribute products sourced from rainforests.
8. Data protection (GDPR)
Where SmartRetur processes personal data on behalf of the Customer, SmartRetur acts as data processor and the Customer as data controller. Such processing is governed by a separate Data Processing Agreement (DPA).
9. Producer Responsibility and Reusable Packaging Scheme
The customer is responsible for handling all packaging received from Smart Retur in accordance with applicable producer responsibility legislation and any relevant environmental regulations. This includes ensuring that reusable packaging and singe-use packaging are correctly identified, sorted, and managed.
Smart Retur would like to clarify that wooden packaging, including pallets supplied by Smart Retur, is classified as reusable packaging under the applicable Danish Packaging Order and producer responsibility legislation (including Section 3(17) of Executive order No. 323 of 20 March 2025, as amended from time to time).
As reusable packaging, these products are not subject to the waste management fees and obligatitons that apply to single-use packaging. Instead, they are covered by the specific requirements governing the return, reuse, and reporting of reusable packaging.
The applicable invoice will specify which supplied products are classified as single-use-packaging and which are classified as reusable packaging.
10. Governing law and venue
Unless otherwise required by mandatory local law, the Agreement shall be governed by Norwegian law, and disputes shall be settled by the ordinary courts, with Oslo District Court as agreed venue.
11. Changes to these Terms
SmartRetur may update these Terms from time to time. The most recent version will always be available on the relevant SmartRetur website and will apply to orders placed after publication.
12. Supplier Code of Conduct
i. Introduction
SmartRetur strives to conduct business in a responsible manner, respecting human rights, labour rights, health and safety, the environment, anti-corruption principles and sound business practices. This Supplier Code of Conduct (“Supplier Code”) sets out SmartRetur’s minimum expectations for suppliers and other business partners (“Suppliers”).
This Supplier Code is based on Ethical Trade Norway’s principles for sustainable business conduct and relevant international standards, including the UN Guiding Principles on Business and Human Rights and the OECD Guidelines for Multinational Enterprises on Responsible Business Conduct.
In addition to other quality and commercial aspects, SmartRetur will consider compliance with this CoC when selecting Suppliers. SmartRetur expect that the Suppliers always try to exercise good judgement, care and consideration by following the requirements and the intentions of the CoC. Furthermore, SmartRetur expect the Suppliers to be transparent and have an open dialogue about challenges they encounter as part of their operations. When this CoC has been communicated to the Supplier, it shall be regarded as a contract document between SmartRetur and the Supplier. In addition to adherence to this CoC, SmartRetur expects all its Suppliers to comply with applicable national and international laws and standards.
ii. Scope and supplier responsibilities
This Supplier Code applies to suppliers and other business partners providing goods, services, transport, production, raw materials, components or other input factors to SmartRetur.
Suppliers are expected to make the requirements known to relevant employees, consultants, agents, subcontractors and representatives involved in deliveries to SmartRetur, and to promote equivalent principles in their own supply chain where relevant and proportionate.
To verify compliance, SmartRetur may request relevant documentation and may, where proportionate and risk-based, conduct off-site or on-site audits itself or through an independent representative.
iii. Compliance with this Code of conduct and improvements
The Supplier shall take effective measures to ensure that its performance under this CoC respect Human Rights consistent with the United Nations Guiding Principles on Business and Human Rights. To this effect, the Supplier shall take all reasonable steps to avoid, or otherwise appropriately address or remedy, including through the establishment of appropriate grievance mechanisms, adverse impacts on Human Rights (as defined below) which it or any of its affiliates, or any officer, director, agent, representative or employee of the Supplier or such affiliates may cause or contribute to.
The Supplier shall identify the risk of Human Rights' violation in its own supply chain and shall on a risk-based approach actively seek to safeguard Human Rights in the supply chain. The Supplier shall use best efforts to include contractual clauses that set out the same requirements and obligations as this clause in agreements with its own suppliers.
The Supplier shall promptly, and in writing, reply to any questions from SmartRetur related to its compliance with the obligations set out in this clause.
The Supplier agrees to notify SmartRetur promptly in writing upon discovery of any instance where it fails to comply with this clause. In such event, the Supplier shall promptly take adequate mitigating measures to minimize any adverse effect on SmartRetur and any potential breaches of Human Rights it causes.
Suppliers shall also notify SmartRetur promptly in writing if they become aware of material non-compliance with this Supplier Code in relation to deliveries, services or cooperation with SmartRetur. Suppliers shall take relevant corrective and mitigating actions without undue delay. Material or repeated breach may lead to corrective action requirements, suspension of orders or termination of the supplier relationship, depending on severity and contractual terms.
Suppliers shall identify and manage relevant risks in their own operations and supply chain. The level of due diligence should be proportionate to the Supplier’s size, activities and risk exposure.
For the purpose of this clause, the following definition shall apply:
“Human Rights" means inter alia child labor, discrimination, sexual harassment, and violence against women, forced labor, occupational health and safety (e.g., worker related injury and ill health), violations of the right of workers to establish or join a trade union and to bargain collectively, non-compliance with minimum wage and the use of hazardous chemicals.
iv. Requirements
Ethical Trade Norway’s (IEH) principles for sustainable business conduct are founded on key UN and International Labour Organization conventions and documents. National laws shall be respected, and where the provisions of law and IEH’s ethical trade principles address the same subject, the most stringent shall apply.
1. Forced and compulsory labour (ILO Conventions Nos. 29 and 105)
1.1 There shall be no forced, bonded or involuntary prison labour.
1.2 Workers shall not be required to lodge deposits or identity papers with their employer and shall be free to leave their employer after reasonable notice.
2. Freedom of Association and the Right to Collective Bargaining (ILO Conventions Nos. 87, 98, 135 and 154)
2.1 Workers, without distinction, shall have the right to join or form trade unions of their own choosing and to bargain collectively. The employer shall not interfere with, obstruct, the formation of unions or collective bargaining.
2.2 Workers’ representatives shall not be discriminated and shall have access to carry out their representative functions in the workplace.
2.3 Where the right to freedom of association and/or collective bargaining is restricted under law, the employer shall facilitate, and not hinder, the development of alternative forms of independent and free workers representation and negotiations.
3. Child Labour (UN Convention on the Rights of the Child, ILO Conventions Nos. 138, 182 and 79, and ILO Recommendation No. 146)
3.1 The minimum age for workers shall not be less than 15 and comply with i) the national minimum age for employment, or; ii) the age of completion of compulsory education, whichever of these is higher. If local minimum is set at 14 years in accordance with developing country exceptions under ILO Convention 138, this lower age may apply.
3.2 There shall be no recruitment of child labour defined as any work performed by a child younger than the age(s) specified above.
3.3 No person under the age of 18 shall be engaged in labour that is hazardous to their health, safety or morals, including night work.
3.4 Policies and procedures for remediation of child labour prohibited by ILO conventions no. 138 and 182, shall be established, documented, and communicated to personnel and other interested parties. Adequate support shall be provided to enable such children to attend and complete compulsory education.
4. Discrimination (ILO Conventions Nos. 100 and 111 and the UN Convention on Discrimination Against Women)
4.1 There shall be no discrimination at the workplace in hiring, compensation, access to training, promotion, termination or retirement based on ethnic background, caste, religion, age, disability, gender, marital status, sexual orientation, union membership or political affiliation.
4.2 Measures shall be established to protect workers from sexually intrusive, threatening, insulting or exploitative behaviour, and from discrimination or termination of employment on unjustifiable grounds, e.g. marriage, pregnancy, parenthood or HIV status.
5. Harsh or Inhumane Treatment
1.1 Physical abuse or punishment, or threats of physical abuse, sexual or other harassment and verbal abuse, as well as other forms of intimidation, is prohibited.
6. Health and Safety (ILO Convention No. 155 and ILO Recommendation No. 164)
6.1 The working environment shall be safe and hygienic, bearing in mind the prevailing knowledge of the industry and of any specific hazards. Hazardous chemicals and other substances shall be carefully managed. Adequate steps shall be taken to prevent accidents and injury to health arising out of, associated with, or occurring in, the course of work, by minimising, so far as is reasonably practicable, the causes of hazards inherent in the working environment.
6.2 Workers shall receive regular and documented health and safety training, and such training shall be repeated for new or reassigned workers.
6.3 Access to clean toilet facilities and to potable water, and, if appropriate, sanitary facilities for food storage shall be provided.
6.4 6.4 Accommodation, where provided, shall be clean, safe and adequately ventilated, and shall have access to clean toilet facilities and potable water.
7. Wages (ILO Convention No. 131)
7.1 Wages and benefits paid for a standard working week shall as minimum meet national legal standards or industry benchmark standards, whichever is higher. Wages should always be enough to meet basic needs, including some discretionary income.
7.2 All workers shall be provided with a written and comprehensible contract outlining their wage conditions and method of payments before entering employment.
7.3 Deductions from wages as a disciplinary measure shall not be permitted.
8. Working Hours (ILO Convention No. 1 and 14)
8.1 Working hours shall comply with national laws and benchmark industry standards, and not more than prevailing international standards. Weekly working hours should not on a regular basis be more than 48 hours.
8.2 Workers shall be provided with at least one day off for every 7 day period
8.3 Overtime shall be limited and voluntary. Recommended maximum overtime is 12 hours per week, i.e. that the total working week including overtime shall not exceed 60 hours. Exceptions to this are accepted when regulated by a collective bargaining agreement.
8.4 Workers shall always receive overtime pay for all hours worked over and above the normal working hours (see 8.1 above), minimum in accordance with relevant legislation.
9. Regular Employment
9.1 Obligations to employees under international conventions, national law and regulations concerning regular employment shall not be avoided through the use of short term contracting (such as contract labour, casual labour or day labour), sub-contractors or other labour relationships.
9.2 All workers are entitled to a contract of employment in a language they understand.
9.3 The duration and content of apprenticeship programmes shall be clearly defined.
10. Marginalized Populations
10.1 Production and the use of natural resources shall not contribute to the destruction and/or degradation of the resources and income base for marginalized populations, such as in claiming large land areas, use of water or other natural resources on which these populations are dependent.
11. Environment
11.1 Measures to minimize adverse impacts on human health and the environment shall be taken throughout the value chain. This includes minimizing pollution, promoting an efficient and sustainable use of resources, including energy and water, and minimizing greenhouse gas emissions in production and transport. The local environment at the production site shall not be exploited or degraded.
11.2 National and international environmental legislation and regulations shall be respected, and relevant discharge permits obtained.
11.3 To comply with EU timber regulation 995/2010, Suppliers of timber, paper and pulp products have to ensure the legality of their production and supplies, ensure that controlled products composed by timber, pulp, paper or their derivatives does not come from:
· Forest areas where traditional or civil rights are not respected.
· High Conservation Value Forests (HCVFs)
· Natural forests or peatlands cleared for conversion into plantations (e.g. eucalyptus, acacia) or other use (e.g. palm oil, soya bean).
· Genetically Modified trees - genetic modification allows to modify trees characteristics by inserting in their genes, genetic material from another tree of the same or another specie, or from another living organism.
· Species listed by IUCN (International Union for Conservation of Nature) Red List as VUlnerable (VU), ENdangered (EN) and CRitically endangered (CR) or species listed by CITES (Convention on International Trade in Endangered Species of Wild Fauna and Flora) unless FSC certified.
12. Corruption
Corruption in any form is not accepted, including bribery, extortion, kickbacks and improper private or professional benefits to customers, agents, contractors, suppliers or employees of any such party or government officials.
Suppliers shall also oppose money laundering, fraud, facilitation payments and improper influence, and shall take reasonable steps to prevent their business transactions from being used to conceal the origin of illegally obtained funds.
13. Fair Competition
Suppliers shall conduct their business in line with applicable competition and anti-trust laws and shall not engage in collusive bidding, price fixing or other unfair trade practices.
14. Conflict of Interest
Suppliers shall avoid actual or perceived conflicts of interest in their cooperation with SmartRetur and inform SmartRetur without undue delay if such a conflict may affect, or appear to affect, business decisions or the supplier relationship.
15. Sanctions and Export Control
Suppliers shall comply with applicable sanctions and export control laws and regulations relevant to their cooperation with SmartRetur, including requirements implemented by the UN, EU, Norway, UK, US or other relevant authorities where applicable. Suppliers shall inform SmartRetur in writing without undue delay if they become subject to sanctions or suspect that a transaction or delivery connected with SmartRetur may breach sanctions or export control requirements.
16. Data Privacy and Confidentiality
Suppliers shall comply with applicable data protection laws and regulations, including GDPR where applicable, and shall protect SmartRetur’s confidential and business-sensitive information.
17. Financial Compliance and Accounting Records
Suppliers shall maintain accurate, complete and verifiable financial and accounting records relevant to the cooperation with SmartRetur and in accordance with applicable legal requirements.
18. Whistleblowing and Grievance Processes
Suppliers shall ensure that workers have appropriate possibilities to raise concerns and grievances regarding potential breaches of law, this Supplier Code or internal procedures, where required by law and proportionate to the Supplier’s size and risk.
Concerns shall be handled fairly and without retaliation against those who report in good faith.
19. Supplier’s management systems
Management systems are central for the implementation of ethical guidelines. SmartRetur emphasizes the importance of the Supplier having systems that support the implementation of these. The expectations are:
· The Supplier should appoint a responsible person, central to the organisation, for the implementation of the ethical guidelines in its company.
· The Supplier shall make the guidelines known in all relevant parts of its organization.
· The Supplier shall obtain consent from SmartRetur before production or parts of production are outsourced to a subcontractor/contractor where this has not been agreed in advance.
· The Supplier must be able to explain where goods ordered by SmartRetur are produced.
v. Implementation and revision
This Supplier Code is subject to regular review and may be updated by SmartRetur. Suppliers are expected to cooperate with SmartRetur in implementing reasonable updates, especially where changes are required by law, customer requirements or material sustainability and compliance risks.