GENERAL TERMS OF SALE AND DELIVERY FOR DELFI TECHNOLOGIES A/S:
1.1 The General Terms and Conditions of Sale (“GTCS”) shall apply to all products of Delfi Technologies A/S (“the seller”).
2. SCOPE OF APPLICABILITY
2.1. These GTCS apply to all sales of goods by the seller notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from the buyer. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by the seller, unless and until expressly confirmed in writing by the seller.
2.2. The seller reserves the right to change these GTCS at any time. The seller shall give a notice of 30 calendar days of any changes by posting notice on the seller’s website.
2.3. These GTCS will be referred to from the seller’s order confirmation to the buyer.
2.4. If the seller’s order confirmation to the buyer or any similar document in writing from the seller to the buyer contains individual and specific conditions, these individual and specific conditions shall have primacy over the GTCS.
2.5. For products in the categories:
- Breece Rental
- Breece Cloud Subscription
- Breece Enterprise Subscription
- Support and Maintenance for Breece On-Premises
- X Cloud Rental
- X Cloud Subscription
the seller will provide specific terms and conditions of sales for the specific product in question in addition to these GTCS, when the seller deems it relevant and necessary.
2.5.1. The specific terms and conditions of sales for Rental, Breece Cloud Subscription or Support and Maintenance for Breece Enterprise and Breece on-premises will have primacy over these GTCS in case of any discrepancies or any confusion over the agreement between the seller and the buyer.
3. PRICES AND TERMS OF PAYMENT
3.1. The prices for goods shall be those set forth in the final order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
3.2. Price indications listed in offers from the seller, shall only be binding, when followed up by a final and binding offer at the latest 30 days after the offers is set forth, unless otherwise agreed upon in the offer.
3.3. Unless expressly stated otherwise in our order confirmation, payment for goods shall be made at the latest 8 days after the invoice date without offset or deduction.
3.4. In case of late payment, the seller shall reserve its right to demand default interest rates of 2 % per initiated month. A fee of DKK 100,00 will be charged for all written moves for coverage of costs.
3.5. When delivery is delayed as a consequence of conditions of the buyer, the buyer shall still be obliged to timely payment, unless the seller has stated otherwise in writing.
3.6. Where price indications in offers and order recognitions are based on a stated exchange rate, and this exchange rate varies with +/-2 % on the day of delivery, the seller shall have the right to regulate the invoicing price correspondingly percentile.
3.7. Similarly, in the case of change in tariff rates or other publicly defined taxes or burdens, the seller shall have the right to regulate the invoicing price correspondingly.
3.8. For customized software the following scheme for payment terms applies:
- 30 % on submission of order
- 55 % on delivery
- 15 % at the latest 14 days after delivery
3.9. All subscriptions and service charges are subject to a yearly index regulation.
4. DELIVERY AND TIME OF DELIVERY
4.1. Unless expressly stated otherwise in the seller’s order confirmation, all deliveries of goods shall be ex works in accordance with Incoterms 2010. The risk of loss of or damage to goods shall pass to the buyer in accordance with the agreed delivery terms.
4.2. The delivery dates of goods shall be those set forth in the seller’s order confirmation.
4.3. If the seller fails to deliver goods within 14 calendar days of the agreed delivery date, the buyer may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to the seller within 7 calendar days of the expiration of the grace period.
4.4 For customized software, the delivery shall be considered as complete, when the software comes into operation, however, no later than 4 weeks after the sending of the final version. Any subsequent adjustments will only be completed by the seller in connection with an updating agreement or for a standard payment of an hourly rate.
5. DUTY OF INSPECTION
5.1. The buyer must inspect goods delivered upon receipt. The buyer is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by the seller within 5 calendar days after delivery of the goods.
6. RETENTION OF OWNERSHIP
6.1. The seller reserves the right of ownership for all products until the buyer’s payment of the full purchase price with the addition of accrued costs has been received by the seller or by whom the seller has transported his right.
6.2. The only exception to the seller’s retention of ownership is that following of an applicable mandatory rule of law.
6.3. All software source codes are the property of the seller. Upon the buyer’s purchase of software license, the buyer will only acquire the right of use of the seller’s software.
7. SOFTWARE USER RIGHTS
7.1. The user right of any software license is only valid with an active update and maintenance agreement. If the update and maintenance agreement is terminated or violated, the user right of the software will no longer apply.
8.1. The parties shall observe unconditional confidentiality. This includes, but is not limited to, information and data on business secrets, business concepts and other confidential circumstances about the other party. This only includes information and data that was not already rightfully published or commonly known.
9. INTELLECTUAL PROPERTY RIGHTS
9.1. The property right and copyright of all software developed by the seller will continue to belong to the seller under any circumstance.
9.2. The buyer will only be given a right of use to any software developed by the seller.
9.3. This right of use includes the following according to software license type:
9.3.1. The right to installation of the software on the buyer’s (the license owner’s) computer or server.
9.3.2. Only for the purpose of back-up or archive, the software may be copied by the buyer. Any such copy shall remain the property of the seller.
10.1. The seller shall for a period of 12 months after delivery be responsible for any potential defect as follows:
10.1.1. The delivered goods shall be returned to the seller (return to base).
10.1.2. The seller shall either repair the defected goods or replace the defected goods on the discretion of the seller.
11. LIMITATION OF LIABILITY
11.1. For software licenses, the seller renounces any liability for the software as regards the use of it, its value for the buyer, results or effects of the software for the buyer, operation efficiency and deficient correctness, accuracy and reliability of the user results.
11.2. For software licenses, the seller also renounces any liability for operating loss, loss of profit and any other indirect loss. The seller will not be liable to pay any compensation for loss or any defects on the buyer’s register, data or claims for compensation from a third party.
11.3. Neither of the parties will be entitled to, and neither of the parties shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, reprocurement costs, loss of data, injury to reputation or loss of customers. The buyer’s recovery from the seller for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
11.4. The seller shall not be liable for any claims based on the seller’s compliance with your designs, specifications or instructions or repair, modification or alteration of any goods by parties other than the seller and buyer or use in combination with other goods.
11.5. The buyer shall be responsible for any necessary insurance.
11.6. For rental, necessary insurance includes theft, fire, water damage and any other sudden external damage. In case of damage, the insurance shall cover any claim of the borrower.
12.1. All offers made by the seller are open for acceptance within 15 calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
12.2. All purchase orders issued by the buyer shall include information on the buyer’s company name, address, phone number, VAT number, responsible contact person, the seller’s item number, quantity, and if relevant, the buyer’s requisition number and possible remarks. All purchase orders shall specify the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on the seller unless and until confirmed by the seller in writing.
13.1. Returns shall only be accepted after prior written consent from the seller.
13.2. Cancellations of orders will only be accepted after prior written consent from the seller as for not on stock items or items purchased for the buyer.
13.3. Any cancellation of an order will be submitted to a fee of 15 % of the value of the open order.
14. FORCE MAJEURE
14.1. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
14.2. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. In the event the interruption of the excused party’s obligations continues for a period in excess of 30 calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon 30 calendar days’ prior written notice to the other party.
15. TRANSFER OF RIGHTS
15.1. No agreement between the seller and the buyer can be transferred to any third party without prior written consent from the other party.
15.2. Except for internal transfer between the seller and its parent company, subsidiaries or affiliated companies as part of any consolidation, merger or other corporate reorganization.
16. CODE OF CONDUCT
16.1. The seller follows a core set of principles that applies both within the seller’s own organization and towards the seller’s collaborators.
16.2. The seller has the mission of creating innovative software solutions that will help to enable companies all over the world to empower their businesses with competitive advantages.
16.3. The seller aims to push towards excellence through open dialogue, high expertise and by using the latest technology and excellent service. The seller wishes for its collaborators to join this exciting journey.
16.4. The seller believes in long term partnerships consisting of two partners choosing to work together on the basis of a common understanding of the challenges facing ahead, and with the believe that together these challenges can be overcome.
16.5. Through curiosity and the wish to optimize solutions enabling companies all over the world to succeed, the seller invests in a broad span of research. The aim is to share new and valuable knowledge with the seller’s collaborators, as the seller believes that honesty and dedication will lead the partners to their common goal.
16.6. The seller expects of its collaborators to adhere to the following principles:
16.6.1. Rights of freedom of association and collective bargaining for all workers.
16.6.2. No discrimination on the basis of gender, age, religion, race, caste, birth, social background, disability, ethnic or national origin, membership of unions or legitimate organizations, political affiliations, sexual orientation etc.
16.6.3. Fair remuneration for all workers.
16.6.4. Decent working hours and the right to family life.
16.6.5. Right to healthy and safe working conditions.
16.6.6. No child labor and special protection for young workers.
16.6.7. Stable and free working conditions for workers, including no precarious employment and no bonded or trafficked labor
16.6.8. Environmental protection.
16.6.9. Ethical business behavior.
17.1. For software licenses, if the subscription is terminated or not renewed, software programs that are part of updating subscriptions will expire.
18.1. In the event of any material breach of the agreement between the parties, both parties shall be entitled to cancel the agreement.
18.2. Cancellation due to a material breach can occur 5 calendar days after the time, when the declaratory party has given a written notice of remedy to the breaching party, and the breaching party has not remedied the breach before the given deadline.
18.3. The parties shall be entitled to compensation according to Danish standard rules of compensation and liability.
19. LAW AND VALUATION
19.1. The United Nations Convention for the International Sale of Goods (“CISG”) shall not apply to these GTCS or to any contracts of sale entered into between the parties.
19.2. No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
19.3. Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
19.4. These GTCS and all contracts of sale entered into between the parties shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of the parties against the other shall be instituted exclusively before the Danish court of Roskilde.
Version: August, 2020