These terms of sale (which the Buyer accepts when signing/accepting the commencement agreement and/or paying the commencement invoice) apply to sales of goods and services by Garp Design to purchasers who are not personal consumers, unless otherwise specially agreed in writing in the particular case.
The Seller is Garp Design or other companies, which are referred to as the Partner/Partners.
The Buyer is the company specified as the buyer in the order, and who is referred to in the following as “you” (or correspondingly by such designations as “yours”). Garp Design sells primarily to companies and enterprises registered in the Norwegian Register of Business Enterprises. Garp Design reserves the right to reject or restrict orders if delivery is not considered justifiable.
Your order is binding when the commencement agreement has been signed or accepted in writing and/or the commencement invoice is paid. At the same time, Garp Design is bound by the Buyer’s order providing this does not deviate from the tender submitted by Garp Design or its Partners.
When you place your order, Garp Design will send you a commencement agreement with an overview of:
– what the delivery comprises
– where the delivery will take place
– when the delivery will take place
– the timetable
– possibly the price and invoicing plan
Garp Design operates with both quoted and estimated prices, which are subject to appropriate terms as specified below.
Price quote: This relates to an order with predictable costs, and will include an unambiguous overview of all the services and products to be delivered by Garp Design. Unless the Buyer makes changes to the order after the price has been fixed, that price will correspond with the amount of the final invoice. Garp Design will not be bound by possible price rises and inaccurate information resulting from technical or human error.
Price estimate: This 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. Creative work, proofreading and deliveries which include several sub-deliveries over a lengthy period are associated in most cases with unpredictability and can generally not be delivered at a fixed (quoted) price. As an indication of how confident Garp Design is in its estimate, it will be able to provide a non-binding evaluation of the possible percentage variation of the final amount from the estimate. Garp Design is duty-bound to relate to the estimate it has given, and to stay updated on substantial deviations in cost developments when these become known. All changes made to the order by the Buyer after the commencement agreement has been approved which increase the costs of or time taken by the delivery will be invoiced in the same way, and independently of, the original assignment. Garp Design will not in any event invoice the Buyer for more than it has actually delivered, and the final invoice could therefore be both higher or lower than the estimated amount. Garp Design will not be bound by possible inaccurate information in the estimate resulting from technical or human error.
Copyright/changes/continuation of intellectual property
Upon approving the commencement agreement, the Buyer is duty-bound to protect Garp Design’s proposals/ideas/concepts related to all outlines presented/shown. These cannot be copied or used for other similar ideas. The copyright to all designs, including outlines/proposals, belongs to Garp Design until a full settlement is made and possible additional costs have been paid.
Once Garp Design has received payment in full, the Buyer has the exclusive right to use the purchased design materials. However, that does not include “work files” intended for developing and preparing the completed original files. These are the property of Garp Design. The Buyer does not have the right to process or change in any way – either wholly or in part – materials delivered by Garp Design without written permission being given. Garp Design retains the rights to all original files until payment in full has been made. Garp Design retains the copyright, right of use and exclusive possession of all design proposals sent to the Buyer during the process, with the exception of the final chosen design. Exceptions to this can be agreed. Generally speaking, the Buyer is not entitled to transfer the rights to a third party. If the Buyer wishes, by agreement, to transfer its rights to a third party or others, these terms will apply to the third party who acquires the rights.
Delivery and risk
The delivery date must be specified in the commencement agreement and is binding, providing the Buyer has given complete and correct information affecting the delivery to Garp Design within a reasonable time. Risk associated with the products will be transferred to the Buyer on delivery of the products, or possibly the carrier or other means of transport, including partial delivery, delivery of services or delivery of digital content. If the Buyer is responsible for the delivery being delayed, it has immediately breached the contract without any notice being required. Garp Design is entitled to store the products at the Buyer’s risk and expense or to sell them to a third party. The Buyer will remain responsible for the purchase price and possible interest charges or costs, less the income from sale of the products to a third party where this is relevant.
If Garp Design is not able to fulfil one of its obligations as a result of an incident outside its reasonable control, performance of the contract will be regarded as postponed for the duration of the incident. Such an incident will cover any action, occurrence of an event, non-occurrence of an event, omission or accident outside Garp Design’s reasonable control, whether or not it could be foreseen when the contract was entered into and including in particular (but not limited to) the following: strikes, lock-outs or other labour conflicts (at Garp Design’s suppliers), disturbances, revolts, invasions, terrorist attacks, war (whether declared or not) or the threat of or preparations for war, fire, explosion, storms, floods, earthquakes, landslides, epidemics or other natural disasters, the inability to use railways, shipping, aircraft, motor transport or other public or private means of transport, the inability to use public or private telecommunication networks, and actions, decrees, legislation, regulations or restrictions by any government. When an incident classed as force majeure lasts longer than two (2) months, and/or makes the delivery valueless for the Buyer, both parties will have the right to annul (partially) the contract without incurring any liability for damages. The Buyer is nevertheless liable to meet all costs and hours incurred in the delivery up to the annulment of the contract.
Complaints and warranty
Rules can be agreed on complaints concerning business sales which are less comprehensive than the provisions in section 3 of the Norwegian Purchase Act. Unless otherwise agreed, the products are sold with a 12-month deadline for complaints about faults/deficiencies.
After you as the Buyer have received the products, you should check as soon as possible that the delivery accords with the agreement. “Agreement” includes approved commencement agreements, approved proofing and all other forms of written agreement between Buyer and Seller. Check whether the products have been damaged or whether the delivery has other faults or deficiencies. If a fault or deficiency is discovered, you as the Buyer must notify Garp Design, within a reasonable time after you discover or should have discovered the problem, that you intend to lodge a complaint. A claim for possible deficiencies must be lodged within eight (8) working days, calculated from the date of delivery. Should the Buyer fail to claim in time, it forfeits the right to have the deficiency corrected. Claims against Garp Design for delays must also be lodged within a reasonable time.
Notice of faults with or deficiencies in the products can be given to Garp Design either orally or in writing. For the purposes of evidence, Garp Design recommends that claims are documented and submitted to it in writing, primarily by contacting the project manager at Garp Design.
If the product comes from one of Garp Design’s Partners, the Buyer must still contact Garp Design but will, if appropriate, be put in direct communication with the Partner involved for correction/replacement.
If the Buyer takes action on its own account to correct deficiencies other than has possibly been agreed with Garp Design, the latter will not pay the costs incurred unless this has been agreed in advance.
In the event of faults in the sale object which cannot be attributed to deficiencies present at the delivery date, and which are not attributable to the Buyer or conditions on the Buyer’s part, Garp Design has the unconditional right, at its own expense, to correct the deficiencies or repeat the delivery. When Garp Design makes corrections or repeats delivery, the Buyer cannot claim further remedies for breach of contract. The Buyer undertakes, without unjustified delay, to submit a claim for possible discrepancies between order and delivery. On receipt of the products, the Buyer must check that they accord with the order and claim for possible discrepancies within eight days from receipt.
If products sold cause harm to people or material objects, and this is because they fail to meet the level of safety which the user or the general public can reasonably expect, Garp Design will be liable for damages to the extent that such liability arises under the Norwegian Act of 23 December 1988 no 104 on product liability. No damages will be payable for other consequential damage/injury.
To clarify how Garp Design handles the Buyer’s personal data, internal procedures have been established which accord with the new EU general data protection regulation (GDPR). This came into force on 25 May 2018. When a new contact at the Buyer is registered in Garp Design’s database, they are sent an e-mail with a link to the customer portal. The person concerned can use this to make their own choice of consents and to update their own personal data.
As Buyer, you consent to and approve that Garp Design registers and processes the personal and company data which Garp Design needs in order to manage a functional customer relationship, and which accord with applicable legislation. Garp Design is responsible for the personal data which the Buyer consents to give it. The Buyer’s name, address, e-mail address, phone number and graphic material may be used in marketing contexts and for communication purposes within the limits imposed by Norwegian legislation.