1. Drawings

Drawings submitted by one party to the other may not, without the owner's prior written consent, be reproduced or made available to third parties. All drawings shall on request be returned to the owner.

2. Delivery and transfer of risk

The sales object is sold according to the Incoterms EXW AMV Flekkefjord unless otherwise agreed in writing.

3. Transport and insurance

According to Incoterms.

4. Retention of Title

The Products shall remain the property of AMV until AMV has received payment in full.

5. Price

Prices are specified excluding VAT. Prices are subject to alteration without notice. Unless agreed otherwise by the parties in writing, products will be sold at the prices applicable at the date of order acknowledgement.

6. Objections to price / invoice

Objections to the invoice must be notified AMV in writing no later than 20 days after receipt of the invoice.

7. Payment

Payment shall be made either cash on delivery or against due date on invoice. Delayed payment will be charged interest according to current rates.

8. Delivery

Delivery time according to offer. Delivery time for stock items will be subject to inventory availability on the order date.

9. Compensation and termination of late delivery

According to NL 17.

10. Force Majeure

According to NL 17.

11. Claims for defects

Defects in the purchased goods may only be invoked if a written complaint is received by AMV within 14 days from the defect has become apparent, or the repair/service is complete.
Misuse or failure to comply with AMV’s instructions regarding storage, operation and maintenance, or damage caused by any factors beyond AMV’s control, or fair wear and tear will disqualify the claim. The Product must not be repaired or altered without AMV’s written approval. For replacement, Original Parts with the same specification or substitute parts AMV have available shall be used.
AMVs liability for defects in second hand sales items will be agreed separately. Unless otherwise agreed in writing, the second hand object is sold as is at the date of acknowledgement.

12. Remedies

Assuming a valid claim, AMV will correct the defect within reasonable time. If the repair has to be performed at the buyer’s site, the buyer shall pay travel and accommodation costs.
If the defect is of such a nature that the buyer can do the repair, AMV fulfills its obligations by sending the buyer the part or parts required.
The defective part(s) must be returned to AMV as soon as possible, but no later than within 10 days after the discovery and repair. The shipment must be tracked and marked with the claim number (QA No.). Transportation to and from the workshop is at the buyer's expense.
AMV’s obligations are fulfilled under any circumstance if they, by choice and at their own expense, delivers a new flawless sales object.

13. Buyer's right to terminate

In case buyer wishes to terminate an order, the buyer must have submitted a valid claim in accordance with Clause 11 and the defect has to be substantial. If AMV rectify such defect within a reasonable time, the buyer do not have the opportunity to cancel the order.

14. Limitation of Liability for defects

AMV is not obliged to pay any form of compensation or price reduction if a defect is rectified (ref. Section. 12), or if the buyer has lost the right to cancel the purchase.
AMV is in no case obliged to compensate direct or indirect production loss. Claims are in any event limited to 5% of the sales object's price up to NOK 100,000 - and 2.5% of the excess amount.
Expenses the buyer may have had to let others than AMV conduct the repair on the product sold, will not be reimbursed.

15. Product liability

If the use of the sales object causes damage to person(s), AMV will carry the responsibility if the injury has been caused by negligence from AMV. For damages that purchased goods or use of the goods causes on physical property, including raw materials or semi-finished products processed by the sales object, AMV is not to be held liable.

16. Return of goods

Return of goods may only take place after prior agreement, and duly marked with return number.

17. Contracts entered.

The agreement is valid from the day the order confirmation is sent from AMV. Verbal agreements are only valid if they are confirmed in writing. AMV order confirmation decides the sales object's specifications and what is to be delivered.

18. Jurisdiction.

Any dispute that may arise shall be settled by Lister District Court, Norway.

AMVConnected - terms of use

AMVConnected is an online solution owned by AMV

This is a translated version of the original Norwegian document. In the event of any discrepancies or disputes arising from the interpretation or implementation of this document, the Norwegian version shall prevail and be used as the authoritative reference.
Last revision 07/06/2024/MWE

1. General Description

1.1 AMVConnected is an online solution owned by Andersen Mek Verksted AS, hereinafter referred to as "AMV". The solution stores and presents real-time data from AMV-produced equipment to owners or lessees of the equipment and allows uploading and downloading data plans related to operational planning. The solution also enables AMV to provide better service to customers by monitoring the condition of various components and notifying of service needs. The solution uses AMV-developed communication equipment and third-party services.

1.2 Customers who own or lease AMV equipment with AMVConnected functionality can create user accounts to receive customized alerts and notifications about any issues or deviations in operations. AMV and affiliated companies can see service and support needs for machines in operation and perform troubleshooting upon customer request based on data history.

1.3 AMVConnected is a secure, scalable, and adaptable solution that helps customers optimize performance, extend lifespan, and improve project outcomes. The solution sends customized alerts and notifications and is accessible from any device with AMVConnected connectivity.

2. The Parties and the Agreement

2.1 AMV AS (formally Andersen Mek Verksted AS), a limited liability company established under Norwegian law, with Norwegian organization number 945 688 823 and registered address Svegeskogen 2, 4400 Flekkefjord, Norway ("AMV").

2.2 The company, any other commercial entity, or a consumer, regardless of organizational form, who has lawful access to AMVConnected through an agreement with AMV ("the Customer").

2.3 AMV and the Customer are collectively referred to as the parties ("the Parties" or "Parties") or individually as a party ("Party") to this agreement ("the Agreement") which governs the Customer's use of AMV Connected provided by AMV, including the Parties' duties and rights.

2.4 Affiliated companies; any company, partnership, or other entity that now exists or is later organized, and that directly or indirectly controls, is controlled by, or is under common control with a Party or a Customer. In this definition, "control" means the possession of a majority of the outstanding voting securities in an entity or the power to otherwise direct the management of the relevant entity.

3. Access to the Solution and Duration

3.1 Access to AMVConnected is only given to owners or lessees of equipment produced by AMV with AMVConnected capabilities. This access is inextricably linked to the ownership or lease relationship and must not be shared without explicit consent from AMV.

3.2 The duration of the agreement is 1 year from the delivery of AMVConnected equipment. If neither party terminates the agreement, it is automatically renewed for one year at a time unless the Customer terminates it with at least 6 months' written notice.

3.3 AMV has the right to terminate the Agreement or otherwise change or discontinue AMVConnected with a minimum of 60 days' written notice.

4. AMV’s Right to Use

4.1 AMV owns AMVConnected and all related intellectual property rights to or in AMVConnected, including but not limited to source code, binary code, data, data compilation, databases, and design. Whether registered or not, all documentation, specifications, and associated materials and all intellectual property rights arising from or in connection with AMV's processing of data in the solution. AMVConnected, its software, trademarks, design, and all other intellectual property rights are protected by copyright, the Intellectual Property Act, and other applicable laws.

4.2 When hardware, software, or other intellectual property from a third party is provided by AMV as part of the service or in connection with AMVConnected ("Third-Party Components"), such hardware, software, or intellectual property is covered by this Agreement unless otherwise follows from another agreement or terms. If there is a conflict between the license terms of a Third-Party Component and the Agreement, the license terms of the Third-Party Component shall apply to the Third-Party Component. If the Third-Party Component is open-source software, the software shall under no circumstances - except for the Third-Party Component - be considered open-source or publicly available software. Where a Third-Party Component requires AMV to provide the license terms and/or source code for the Third-Party Component, this shall be done at the Customer's request.

4.3 In the event of infringement or violation of intellectual property rights, AMV may take measures to protect its intellectual property rights and interests.

4.4 The Customer owns their Customer Data. AMV has the right to use Customer Data without limitations to deliver AMVConnected to the Customer, as well as for development and product improvement purposes, including for training AMVConnected and its algorithms or other solutions with artificial intelligence. AMV owns all user data from AMVConnected, including all system data, technical information, and traffic data, non-aggregated customer or user-generated data, and production data. See chapter 6 for definitions.

5. Customer’s Right to Use

5.1 AMV grants the Customer, subject to the terms of this Agreement, a subscription-based and time-limited right to use the features in AMVConnected.

5.2 The Customer's right to use AMVConnected is limited to the use that can reasonably be considered necessary to achieve reasonable functionality from the features in AMVConnected and the Agreement and does not give the Customer any rights beyond this. AMV retains all ownership, tangible and intangible rights to AMVConnected as mentioned above in chapter 4, including copyright to all adaptations configured specifically for the Customer, unless otherwise agreed in writing.

5.3 The Customer does not have the right, either under the Agreement or after its termination, to copy the composition of AMVConnected or other parts of AMV's working methods or other application expertise. To protect AMV's trade secrets, the Customer does not have the right to reverse engineer, decompile, or otherwise disassemble AMVConnected. The Customer may not in any way modify AMVConnected or adjacent ownership, tangible and intangible rights, including making changes, extensions, or improvements, or facilitating other products or services derived from these rights.

5.4 The Customer may not exploit the results or intellectual property rights generated by using AMVConnected in any way other than as follows from the purpose of AMVConnected unless otherwise specifically stated in writing in the Agreement.

5.5 The Customer's right to use AMVConnected is conditional on the Customer having paid the agreed compensation to AMV or as a result of another agreement.

5.6 Upon termination of the Agreement, for any reason, the Customer's right to use all copyrighted and/or other proprietary material that AMV has given the Customer access to during the term of the Agreement, and/or the right to use AMV's material, automatically ceases.

5.7 If AMV finds it necessary, AMV may change the content of this Agreement with 60 days' notice. The change will take effect from the end of the notice period.

6. Data Used in the Solution

6.1 AMVConnected transfers Customer Data produced on the machine to AMV's or third-party cloud solution for storage, processing, and visualization in the user interface made available to the customer. Collected Customer Data can be used by AMV to improve the service experience and be included in the further development of products or solutions.

6.1.1 Examples of data categories transferred to AMV to support the solution. The list is not exhaustive:
·                Telemetric data
·                Power consumption
·                Hour meters
·                Machine under operation - Cement, colloidal and various additives, flow, pressure, and pump event statuses
·                Events on machine under operation
·                Machine setup
·                Machine vision, including point clouds, video streams, images
·                Machine health, including temperature/pressure/level sensors, particle counter data
·                Position/location, including GPS, total station, SLAM data.

 6.2 AMVConnected stores user data produced by using the solution for quality assurance, access control, troubleshooting, and more. Customer Data can be used by AMV to improve the user experience and be included in the further development of products or solutions. 

6.2.1 Examples of data categories stored using the solution. The list is not exhaustive:
·                Login information
·                Access matrix
·                Events and error messages
·                General usage

7. Storage

7.1 AMV stores telemetry and data from machines and equipment connected to AMVConnected throughout the machine's lifetime. The data shall be linked to the machine's current owner or lessee and shall not be available to anyone other than AMV upon transfer of ownership or lease agreement.

7.2 The machine's owner or lessee has the right to object to the transfer of data and to have data related to their ownership or lease relationship deleted. The procedure for deletion or objection is described in chapter 10.

8. Data Processing and Security

8.1 AMV and relevant third parties are required to have proportionate measures to meet information security requirements in connection with the implementation of the service. This means that AMV and third parties must implement proportionate measures to ensure the confidentiality of data as well as measures to ensure that data is not lost. Furthermore, AMV has proportionate measures against accidental modification and deletion of data and against attacks by viruses and other harmful software.

8.2 AMV is required to keep data across customers separate from any third-party data to reduce the risk of data damage and/or data breaches. Separation means that necessary technical measures that secure data against unwanted modification and insight are implemented and maintained. Unwanted modification and insight also include access from AMV employees or others who do not need the information in their work for the Customer.

8.3 AMV shall ensure that suppliers of third-party deliveries undertake sufficient and necessary protection of collected data.

9. Confidentiality

9.1 Data collected from the customer's machine or in connection with a lease relationship will not be sold or shared with other parties without the expressed consent of the machine's owner or lessee. Data will only be available to the machine's owner or lessee as long as they have a valid ownership or lease relationship and will not be transferred to new owners or lessees.

9.2 All information that the Parties have access to, or become aware of, in connection with the implementation of the Agreement, shall be considered confidential information unless it can be demonstrated that the information was publicly available at the time the information was transferred.

9.3 The Parties are obligated to take reasonable precautions to protect confidential information and shall, at a minimum, treat the received information in the same manner as the receiving Party protects its own confidential information.

9.4 The Parties' employees or subcontractors may be given access to confidential information to the extent necessary for the correct and efficient implementation of the Agreement. The receiving Party is responsible for ensuring that those who are given access to such information are made aware of the confidentiality provisions in these Terms of Use and impose on them the same confidentiality obligation as provided by this provision.

9.5 The Parties' confidentiality obligation does not apply to information that must be disclosed pursuant to law, applicable accounting or special regulations, or by order of a public authority, supervisory or regulatory body, court, or arbitration tribunal with competent territorial and subject jurisdiction. The Parties shall provide each other with all necessary assistance to comply with requests for information from such supervisory authorities and/or court orders.

9.6 Upon termination of the Agreement, both Parties undertake to return confidential information received from the other Party in connection with the Agreement.

9.7 This confidentiality provision applies from the time of the agreement and until five years after the termination of the Agreement.

9.8 If a party breaches the confidentiality obligation under this chapter, the party is obliged to pay a penalty of NOK 100,000 to the other party regardless of the party's financial loss.

10. Reservation and Deletion

10.1 The Customer or lessee has the right to object to data collection by giving written notice to AMV's service department. AMV will then stop the transfer of data to AMVConnected. The Customer or lessee acknowledges that this may affect AMV's ability to provide optimal service, maintenance advice, part replacement, and the like. The service can be resumed if the customer or lessee requests it in writing. Resumption of the service must be notified to AMV's service department.

10.2 If the Customer wishes to have data deleted, the Customer must contact AMV's service department to agree on the deletion. Deletion of data is a final action that cannot be reversed. AMV reserves the right to retain Customer Data for 6 months after the end of the lease relationship upon request for deletion from the lessee. Data can be transferred to the customer to the extent that they do not contain trade secrets related to AMV.

11. Third-Party Suppliers

11.1 AMV uses qualified subcontractors for data handling. These subcontractors are carefully selected and are committed to adhering to our stringent data processing and confidentiality requirements.

12. Liability and Terms

12.1 AMV takes all reasonable precautions to ensure that the data transmitted is as accurate and complete as possible based on the available information. However, AMV assumes no responsibility for any inaccuracies or deficiencies in the data and disclaims any liability for any direct or indirect loss or damage that may arise from the use of AMVConnected.

12.2 AMV reserves the right to change the Terms of Use for AMVConnected at its discretion, provided that users are notified at least 60 days in advance.

13. Compliance with Laws

13.1 AMV controls and operates AMVConnected from its offices in Norway. Unless expressly stated, AMV does not warrant that AMVConnected is suitable, available, or legal to use in other locations. The customer is responsible for compliance with laws and regulations that apply to the Customer.

13.2 AMV complies with applicable regulations for privacy and personal data processing, including the EU General Data Protection Regulation (GDPR). AMVConnected does not process personal data or is intended for the processing of personal data.

13.3 The Customer is obliged to notify AMV immediately if the Customer discovers that the Customer's use of AMVConnected results in indirect or direct processing of personal data. In such cases, AMV reserves the right to temporarily suspend the Customer's use of AMVConnected until the use of AMVConnected complies with GDPR.

13.4 Unless otherwise expressly agreed or follows from mandatory law, the Customer undertakes to indemnify AMV and its employees, shareholders, members, and board members for all costs, expenses, work stoppages, losses, damages, claims, lawsuits, or liabilities under this chapter.

14. Marketing

14.1 AMV has the right to use the Customer's name and trademark in marketing AMVConnected and to use the Customer as a reference, including referring to the Customer's use of AMVConnected in connection with sales and marketing activities.

15. Liability

15.1 Unless otherwise agreed, AMV's liability is limited as follows:

(a) No compensation can be claimed for indirect loss. Indirect loss includes, but is not limited to, the Customer's loss of profits of any kind, loss due to business interruption, loss of use, loss of data, and claims from third parties.

(b) If a price reduction is agreed due to reduced service level, the price reduction shall be considered a full settlement of AMV's liability, and any further compensation for such matters during the compensation period will be precluded.

(c) AMV's maximum liability, whether it arises from contract or Norwegian tort law due to ordinary negligence or breach of statutory duties, or otherwise, is limited to an amount equivalent to the agreed compensation for the last 6 months before the damaging act took place.

(d) The limitation of liability does not apply if the defaulting Party or anyone for whom it is responsible has acted with gross negligence or intent.

(e) Other claims for compensation than those arising from this provision cannot be made between the Parties.

16. Data Porting upon Termination

16.1 Upon written request for data porting no later than 30 calendar days after termination of this Agreement, for any reason, AMV will transfer the Customer's data to the Customer. The porting request must be specifically formulated and in accordance with applicable data porting regulations at any given time. AMV may require reimbursement for any costs based on time spent and materials for assistance with data porting that is not legally required.

16.2 AMV has the right to retain a copy of the Customer's data concerning liability and warranty purposes, as well as for product improvement and development purposes.

17. Transfer

17.1 The Parties have the right to transfer their rights and obligations under the Terms of Use to other legal entities in the same group. Transfer of obligations under the Agreement to a third party requires the other Party's written consent. Changes in the ownership structure of a Party shall not be considered a transfer of rights under the Terms of Use.

18. Force Majeure

18.1 If the fulfilment of the Parties' obligations is prevented by unforeseen circumstances beyond the Parties' control, the Parties' obligations shall be suspended. The Party invoking Force Majeure shall notify the other Party without undue delay. Neither Party has the right to additional payment or compensation as long as the Force Majeure period lasts.

18.2 Each Party may terminate the Agreement if a significant part of the performance is prevented for more than 60 days. The Customer shall pay the agreed price for the part of the work/licenses that is available and contractually delivered before the termination of the Agreement.

19. Governing Law and Disputes

19.1 The contractual relationship of the Parties is governed by Norwegian law, without regard to Norwegian conflict of laws principles.

19.2 Disputes related to these Terms of Use that cannot be resolved through negotiations between the Parties shall be resolved by the ordinary courts, with Oslo District Court as the agreed venue.