1. General
These Terms and Conditions of Sale and Delivery shall apply unless otherwise expressly agreed in writing between Wingmen Norge AS (the «Supplier») and the purchaser (the «Customer»).
The Terms govern the supply of products, software, support services, and maintenance services relating to the products (equipment and/or software) specified in the agreement between the parties.
2. Definitions
Delivery
The date on which the Customer takes receipt of the Goods.
Products
Physical equipment (hardware), subscription-based services provided by third parties, and software.
Services
The services, expertise, and resources to be provided by the Supplier to the Customer under the Agreement.
Delivery / Implementation
The date on which the Customer receives the Products or, where applicable, the implementation has been completed and confirmed in writing by the Supplier.
3. Pricing, Payment Terms and Delivery
The purchase price for physical equipment shall be invoiced upon Delivery.
Recurring Services under this Agreement shall be invoiced monthly in advance from the agreed commencement date, unless otherwise agreed in writing.
Services not subject to a fixed fee arrangement shall be invoiced on a time-and-materials basis in accordance with the Supplier’s prevailing rates and applicable charges.
All prices stated are inclusive of packaging and customs duties but exclusive of VAT and any other applicable taxes, duties, or governmental charges. Prices do not include assembly, installation, configuration, support, or other services required to render the Products operational.
Unless otherwise agreed in writing, the Customer shall bear all shipping and handling costs to the place of Delivery.
An administrative fee of NOK 100 shall apply to orders with a value below NOK 3,000.
Invoices are payable within fifteen (15) days from the invoice date.
Any changes to taxes, duties, levies, or public charges introduced after the date of the Agreement shall be charged or credited to the Customer accordingly. All prices are quoted exclusive of such taxes and charges.
In the event of late payment, the Supplier shall be entitled to charge statutory interest on overdue amounts in accordance with the Norwegian Act relating to Interest on Overdue Payments, as amended from time to time.
Title to the Products shall remain vested in Wingmen Norge AS until payment in full has been received.
The Supplier shall not be bound by any pricing errors, typographical mistakes, or other manifest inaccuracies which the Customer knew, or reasonably ought to have known, were incorrect.
Upon Delivery, the Customer shall inspect the packaging for any visible damage before the carrier departs the delivery site. Any damage shall be noted on the freight documentation and reported to the Supplier without undue delay.
4. Changes Following Conclusion of the Agreement
If any Services or Products covered by the Agreement are no longer supported under the manufacturer’s maintenance programme, or if the manufacturer has discontinued production of components, spare parts, or related support, the Supplier may require such Products to be removed from the Agreement.
The Supplier shall not be financially liable for any investments or upgrades that may be required by the Customer in order to maintain equivalent functionality following such discontinuation.
5. Customer Responsibilities
The Customer shall appoint at least two (2) authorised contact persons who may request assistance from the Supplier.
The Customer warrants that its personnel possess the necessary competence and qualifications to operate the Products and Software.
Where security clearance is required in connection with the performance of the Services, the Customer shall reasonably assist the Supplier in obtaining such clearance for the Supplier’s personnel.
If any equipment and/or software covered by the Services has been supplied by a party other than the Supplier, the Customer shall provide the Supplier with written details of all applicable warranties, maintenance arrangements, and rights of recourse relating to such equipment and/or software.
The Customer shall ensure compliance with all applicable product specifications and shall use only components, consumables, and supplies obtained from the Supplier or another authorised supplier.
The Customer shall ensure that original software, licence keys, serial numbers, and any other information necessary for reinstallation or support purposes are available to the Supplier’s technical personnel at all times.
The Customer is responsible for obtaining and maintaining all necessary rights, licences, consents, and approvals relating to the Products and Software. Where the Customer is not the legal owner of the Products, the Customer shall obtain all necessary approvals from the owner.
The Customer shall not undertake any repairs, modifications, adjustments, maintenance, or software corrections other than those expressly authorised by the Supplier.
Risk of loss of or damage to the Products shall pass to the Customer upon Delivery.
6. Warranty and Claims for Defects
Warranty coverage shall be governed by the manufacturer’s applicable warranty terms and conditions. The warranty period shall commence upon Delivery.
For standard hardware and software supplied by third parties, the Customer shall not, unless otherwise expressly agreed, be entitled to rights against the Supplier exceeding those available to the Supplier under its agreement with the relevant third-party supplier or under the supplier’s standard customer terms and conditions.
Such terms shall be made available upon request.
«Standard hardware» and «standard software» shall mean hardware or software supplied according to the manufacturer’s specifications and without customisation.
The Supplier’s warranty obligations shall not extend to circumstances for which the Customer bears the risk, including but not limited to accidents, fire, lightning, power surges, electrostatic discharge, water damage, environmental or climatic conditions outside specified operating limits, or damage caused by building, construction, or similar work.
Nor shall the Supplier be liable where Products have been subjected to abnormal, unauthorised, or improper use, or used contrary to recommendations, specifications, or guidelines issued by the manufacturer.
The Supplier shall further have no responsibility for defects resulting from modifications, alterations, integrations with third-party equipment, maintenance, repairs, or other interventions not approved by the Supplier.
Software shall be subject to the licence terms and conditions of the relevant software vendor. The Supplier’s liability in respect of software shall be limited to defects in the media on which the software was supplied.
The Customer shall inspect the Products promptly upon receipt, irrespective of packaging.
Any claims relating to visible defects, shortages, or non-conformities must be submitted in writing and received by the Supplier within five (5) days after receipt of the Products.
Where a defect could not reasonably have been discovered during the inspection, the Customer shall notify the Supplier in writing within five (5) days after the defect was discovered or reasonably should have been discovered.
Unless the Customer notifies Wingmen Norge AS of a latent defect within three (3) months of Delivery, the Customer shall thereafter lose the right to assert such defect against Wingmen Norge AS, unless Wingmen Norge AS has expressly agreed in writing to a longer liability period or has acted fraudulently.
7. Returns
The Customer shall have no general right of return.
Products may only be returned upon the Supplier’s prior written approval and subject to the following conditions:
- The Products must be unused, undamaged, and in their original unopened packaging.
- The return shipment must include the original invoice number and date.
- A valid Return Material Authorisation (RMA) number must accompany the shipment.
When issuing a credit note, the Supplier reserves the right to apply deductions reflecting the return conditions imposed by its own supplier, subject to a minimum deduction of NOK 400.
Any replacement Product must be ordered separately in accordance with the Supplier’s standard ordering procedures.
8. Breach of Contract and Limitation of Liability
Failure by the Supplier to fulfil its obligations under the Agreement shall constitute a breach of contract, provided that such failure is not attributable to the Customer or to circumstances beyond the Supplier’s reasonable control.
In the event of a breach of contract, either Party may claim compensation for documented financial losses directly caused by the other Party, subject to the following limitations:
a) Exclusion of Indirect Losses
Neither Party shall be liable for indirect, consequential, or special losses, including but not limited to:
- loss of profit;
- loss of revenue;
- loss of business opportunities;
- business interruption;
- loss of goodwill;
- loss of data;
- damage to third-party property;
- claims brought by third parties.
b) Limitation of Liability
The total aggregate liability of either Party arising in any calendar year shall not exceed the total fees paid or payable under the Agreement during that year, exclusive of VAT.
The limitations set out above shall not apply in cases of wilful misconduct or gross negligence.
A Party wishing to assert a breach of contract or claim damages shall notify the other Party in writing without undue delay after becoming aware of the relevant circumstances.
If either Party commits a material breach of the Agreement and fails to remedy such breach within a reasonable period after receiving written notice, the non-breaching Party may terminate the Agreement with immediate effect.
Upon termination, the Customer shall pay for all Products and Services supplied up to the effective date of termination.
9. Confidentiality
Each Party shall treat as strictly confidential all information relating to the other Party’s technical systems, personnel matters, business operations, financial analyses, calculations, trade secrets, and other confidential or proprietary information disclosed in connection with the negotiation, performance, or execution of the Agreement.
Such information shall not be disclosed to any third party except where required by law or with the prior written consent of the disclosing Party.
The confidentiality obligations shall survive termination of the Agreement.
10. Data Protection and GDPR Compliance
General
Both the Customer and Wingmen Norge AS shall comply with all applicable data protection and privacy laws, including Regulation (EU) 2016/679 (General Data Protection Regulation – «GDPR»), as well as any applicable national legislation implementing or supplementing such regulation.
Terms used in this Agreement shall have the meanings assigned to them under the GDPR and applicable data protection legislation.
In addition to these Terms, the Supplier’s Privacy Policy, available at Wingmen Privacy Policy, shall apply where relevant.
The Customer and Wingmen Norge AS may exchange personal data to the extent necessary for administration, management, and performance of the contractual relationship.
For such processing activities, each Party shall act as an independent data controller and shall be solely responsible for ensuring compliance with applicable data protection laws in relation to its own processing activities.
The Customer shall remain solely responsible as data controller for all processing of personal data carried out through the use of Products, Software, and cloud services supplied by Wingmen Norge AS.
Wingmen Norge AS shall not be liable for any personal data breach arising from the Customer’s use, configuration, administration, or operation of such Products, Software, or cloud services.
Where Wingmen Norge AS processes personal data on behalf of the Customer, the Parties shall enter into a separate Data Processing Agreement in accordance with applicable data protection legislation.
11. Force Majeure
Neither Party shall be liable for any delay or failure in performance caused by circumstances beyond its reasonable control that constitute force majeure under Norwegian law.
The obligations of the affected Party shall be suspended for the duration and to the extent that performance is prevented or materially impeded by such circumstances.
If a force majeure event continues for such period that continued performance of the Agreement becomes unduly burdensome for either Party, either Party may terminate the Agreement upon one (1) month’s written notice.
12. Assignment
Neither Party may assign, transfer, or otherwise dispose of its rights or obligations under the Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld or delayed.
Notwithstanding the foregoing, either Party may assign the Agreement to another company within the same corporate group.
The Supplier shall be entitled to use factoring arrangements and may freely assign monetary receivables arising under the Agreement.
13. Governing Law and Jurisdiction
The Agreement shall be governed by and construed in accordance with the laws of Norway.
The Parties shall endeavour to resolve any dispute arising out of or in connection with the Agreement amicably and through good-faith negotiations.
If a dispute cannot be resolved amicably, either Party may refer the matter to the ordinary courts of Norway.
The Oslo District Court (Oslo tingrett) shall have exclusive jurisdiction as the agreed legal venue for all disputes arising out of or in connection with the Agreement.