These standard terms of sale apply to the sale of goods and services by Appex (Appex) to the buyer (Client) (together the Parties). The terms of sale are approved by the Client on its acceptance of the offer, on signing the assignment/consultancy agreement or on payment of the first invoice.
The terms of sale can be amended without further notice and will take effect from the next order placed by the Client. Orders for goods and services are assumed to placed by the authorised person at the Client, and the contact person designated by the Client at any given time is assumed to have internal authorisation at the Client to commit the Client.
Appex reserves the right to refuse or restrict the order if delivery is not considered to be possible/prudent. Appex can use sub-contractors and partners in the deliveries.
In the event of a conflict between these terms of sale and provisions in a specific signed delivery agreement, the delivery agreement will take precedence.
Appex operates with both quoted and estimated prices.
A price quote from Appex relates to an order with predictable costs, and will include an unambiguous overview of all the services and products to be delivered by Appex. Unless the Client makes changes to the order after the price has been fixed, that price will correspond with the amount of the final invoice.
An estimated price is given when the assignment has an uncertain scope or includes unknown variables which could have a significant impact on time and costs during the project.
Consultancy, development of a solution, creative work and deliveries which include sub-deliveries are associated in most cases with unpredictability and will generally be delivered at an estimated price. Appex is duty-bound to keep to the estimate it has given, but all changes made by the Client to the order which increase costs or time taken in the delivery will be charged in addition to the original estimated price. In the event of substantial variations, Appex will inform the Client which must in the event include relevant changes in the order.
Appex will nevertheless not charge more that the actual amount incurred, and the total cost can therefore be both higher and lower than the estimate.
Where both quoted and estimate prices are concerned, Appex reserves the right to take account of possible price changes by subcontractors, currency fluctuations and inaccurate information resulting from technical or human error. All prices are specified ex-VAT.
In the case of deliveries to exhibitions or with a specific deadline where Appex, on behalf of the Client, must order products and services over and above those specified in the estimate in order to deliver as agreed, Appex is duty-bound to inform the Client of this as quickly as possible, but the Client accepts in any event that the cost is charged to the Client.
Copyright and ownership of intellectual property
The customer is duty-bound to protect Appex’s proposals, ideas and concepts related to all outlines presented. Such material cannot be copied or used in relation to other similar ideas or projects. The copyright to creative work, including but not limited to text, design, user experience, prototypes, videos, sound and concepts – including outlines and proposals – are the property of Appex, which also retains the copyright, right of use and exclusive possession of all material with the exception of the final chosen result.
Once Appex has received payment in full, the Client has the exclusive right to use the chosen result it has purchased.
That nevertheless does not include “work files” intended for developing and preparing the completed original files. These are the property of Appex, the Client does not have the right to be provided with these, and they cannot be supplied to a third party, processed, copied from or changed in any way – either wholly or in part – without written permission from Appex.
Delivery and risk
Providing the delivery date is specified in the signed agreement and the Client has continuously given complete and correct information to Appex, which has then had the opportunity within a reasonable time to make possible corrections to the timetable for or the cost of the project, this date is binding for Appex.
Should the Client fail to meet agreed deadlines in a project, Appex can terminate its work until the Client has corrected the position, and can charge the Client for time incurred.
Should the Client be responsible for a delivery being delayed, Appex can store the goods at the Client’s expense and sell them to a third party if possible. The Client will remain responsible for ensuring that Appex receives reimbursement for the purchase price and possible interest charges or costs.
The risk of the delivery transfers to the Client on delivery to the Client, either physically or digitally or by delivery to the carrier or other means of transport. The risk also transfers to the Client with partial delivery.
If the client has purchased goods from Appex which cause harm to a person or an object, and this is because the goods do not meet the standard of safety which a user or member of the general public could reasonably expect, Appex will be liable for damages to the extent that such liability follows from the Norwegian Act of 23 December 1988 no 104 on Product Liability. Appex is not liable for consequential damage.
Force majeure and defect in title
If execution of the agreed delivery is wholly or partly prevented or significantly complicated by conditions outside the control of the Parties, the obligations of the Parties are suspended to the extent that the condition is relevant and for as long as the condition endures. Such conditions include but are not limited to strikes, lockouts and any and all conditions which would be recognised as force majeure under Norwegian law.
Should the force majeure incident last longer than two months and/or make the delivery valueless for the Client, the Parties will have the right to annul the contract without incurring any liability for damages. The Client is nevertheless liable to meet all costs incurred in and hours worked on the delivery up to the point when the contract is annulled.
The Client cannot make any claim against Appex as a result of a defect in title, and Appex can require the Client to cover possible additional costs and compensation claims from third parties.
Complaints and warranty
The Client cannot lodge a complaint against solutions, services, creative work or projects where the scope is based on an estimate or a consultancy agreement. Nor does Appex provide any warranty for such deliveries unless otherwise agreed in writing.
However, deliveries of goods carry a 12-month deadline for complaints about faults/ deficiencies. With purchases of goods which are delivered wholly or in part by Appex’s subcontractors, the terms of Appex’s agreement with the relevant subcontractor will apply.
On the receipt of goods, the Client undertakes to check the packaging in which the goods are packed for damage before the carrier leaves the delivery point. Should the Client discover damage to the packaging, this must be entered on the delivery note or the like and reported to Appex without unjustified delay. Furthermore, the Client must check that the goods are delivered as agreed, including whether the goods themselves are damaged or whether the delivery otherwise has any faults or deficiencies or has been made too late. Should a fault or deficiency be identified, the Client must immediately, and no later than eight working days from delivery, report this to Appex and lodge a complaint. If the Client lodges its complaint too late, it will lose the right to have the deficiency made good. For the purposes of evidence, Appex recommends that claims are documented and submitted to it in writing.
If the product comes from one of Appex’s partners, the Client must still contact Appex, after which Appex will, if appropriate, put the Client in direct communication with the partner involved for correction/replacement.
In the event of faults in goods which cannot be attributed to deficiencies present at the delivery date, and which are not attributable to the Client or conditions on the Client’s part, Appex has the unconditional right, at its own expense, to correct the deficiencies or repeat the delivery. When Appex makes corrections or repeats delivery, the Client cannot claim further remedies for breach of contract. Should the Client take action on its own account to correct deficiencies, Appex will not meet the costs incurred unless this has been agreed in advance.
Invoicing and payment
Unless otherwise agreed, charges are invoiced monthly on a continuous basis at Appex’s applicable rates with payment falling due within 10 days of the invoice date. All prices are exclusive of environmental taxes, other taxes and government charges and duties, and apply for work done in normal working hours.
Possible travel is invoiced per hour commenced for travel time or at applicable rates. In addition, a kilometre charge will be invoiced from the first kilometre driven in accordance with the government rates for a small car. The cost of possible ferry, rail and air travel, tolls, parking, subsistence and so forth will be invoiced in addition. The supplement for work and travel between 16.00 and 21.00 is 50 per cent of the regular hourly rate. The supplement for work and travel after 21.00, on public holidays and at weekends is 100 per cent of the regular hourly rate.
Should legislation, statutory regulations, guidelines, regulations on fees and so forth be adopted or changed after the delivery agreement has been entered into, and such changes affect Appex’s costs or opportunities to progress/deliver, either of the Parties may require an amendment to the agreed price and/or progress/delivery plan which reflects the impact of such decisions or changes with effect from the day the change came into effect.
In the event of changes to exchange rates which affect costs, Appex can adjust prices correspondingly without further notice.
In the event of late payment, interest will charged on the delayed amount pursuant to the applicable percentage rate in Norway’s Delayed Interest Act. At 31 December, accrued interest is added to the principle and the sum will form the new basis for calculating interest (compound interest).
Appex has a non-possessory security interest in the delivery until full payment has been made. Should the Client fail to pay by the due date, Appex can halt any and all performance of deliveries and/or services for the Client at its own discretion and with immediate effect.
Limitation of liability
Appex cannot be held liable under any circumstances for direct or indirect losses which might be suffered by the Client in connection with deliveries, including but not limited to loss of earnings of any kind, loss owing to business interruption, loss of profit, damage to other objects or intangible assets, and claims by third parties.
Appex and the Client may exchange personal data which are necessary for maintaining a functional client relationship. When processing personal data, each of the Parties is the data controller for its own processing, and each of the Parties is responsible for compliance with the data protection regulations applicable at any given time, as defined, for example, in the EU’s general data protection regulation 679/2016.
In those cases where the Client utilises a third party as data controller for solutions developed by Appex, the Client is responsible for entering into a data controller agreement with the third party. Appex is not responsible for breaches of personal data security which arise from the Client’s use of equipment, software or cloud services. If Appex is to process personal data on behalf of the Client, a data controller agreement must be entered into between Appex and the Client pursuant to applicable data protection regulations.
The Client accepts that Appex can utilise the Client’s name, logo, contact information and the delivery’s results in marketing contexts and for communication purposes within the limits prescribed by Norwegian law.
Last updated: 27.02.2021