1. Application
1.1 Application. General terms of sale and delivery (the “Terms”) apply to all agreements on Difentos, CVR number 41056924, (the “Company”) sales and delivery of services within the preparation of digital solutions for business customers.
2. Agreement basis
2.1 Agreement basis. The conditions, together with the Company’s offers and order confirmations, constitute the entire contractual basis for the Company’s sales and delivery of services to the customer (the “Contractual Basis”). The customer’s purchase conditions printed on orders or otherwise notified to the Company do not form part of the Agreement Basis.
2.2 Legal status. Each of the parties shall immediately notify the co-contractor if the party changes its legal personality, is placed under bankruptcy or reorganization proceedings or voluntary liquidation.
3. Services
3.1 Standard. The services that the Company sells and delivers to the customer are performed correctly in terms of craftsmanship.
3.2 Customer participation. The Customer shall provide the Company with access to personnel and information to the extent necessary to perform the Services.
3.3 Legislation and standards. The company is not responsible for whether the services meet legislation or standards or can be used for specific purposes unless the parties have agreed otherwise in writing.
4. Price and payment
4.1 Price. The price for the services follows the Company’s current price list at the time when the Company confirms the customer’s order, unless the parties have agreed otherwise in writing. All prices are exclusive VAT.
4.2 Payment. The customer must pay all invoices for services no later than 8 days, unless the parties have agreed otherwise in writing.
5. Late payment
5.1 Interest. If the customer fails to pay an invoice for services on time for reasons for which the Company is not responsible, the Company is entitled to interest on the amount due of 1% per. month from due date and until payment is made.
5.2 Repeal. If the customer fails to pay an overdue invoice for services within 14 days after receiving a written demand for payment from the Company, the Company has, in addition to interest according to p. 5.1 right to: (i) cancel the sale of the services to which the delay relates, (ii) cancel the sale of services that have not yet been delivered to the customer, or demand advance payment for this, and / or (iii) assert other default rights.
6. Offers, orders and order confirmations
6.1 Offer. The company’s offer is valid for 10 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company, unless the Company notifies the customer otherwise.
6.2 Change of orders. The Customer may not change a placed order for services without the Company’s written consent.
6.3 Inconsistent terms. If the Company’s confirmation of an order for services does not match the customer’s order or the Agreement Basis, and the customer does not wish to accept the non-compliant terms, the customer must notify the Company in writing within 7 working days of receiving the order confirmation. Otherwise, the customer is bound by the order confirmation.
7. Delivery
7.1 Delivery time. The Company provides services no later than the time stated in the Company’s order confirmation. The company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
7.2 Examination. The customer must examine all services upon delivery. If the customer discovers an error or defect that the customer wishes to invoke, it must be notified to the Company in writing immediately. If an error or defect that the customer has discovered or should have discovered is not immediately notified in writing to the Company, it can not be claimed later.
8. Delayed delivery
8.1 Announcement. If the Company expects a delay in the delivery of services, the Company informs the customer about it and at the same time states the reason for the delay.
9. Guarantee
9.1 Guarantee. The company guarantees that services are free from significant defects and deficiencies in execution for 14 days after delivery. No right of return is granted.
9.2 Exceptions. The Company’s warranty does not cover errors or omissions caused by: (i) general consumption, (ii) use contrary to the Company’s instructions or general practice or for non-agreed purposes, (iii) remediation or modification performed by anyone other than the Company, or ( iv) other matters for which the Company is not responsible.
9.3 Announcement. If the customer discovers an error or defect in the warranty period that the customer wishes to invoke, it must be notified to the Company in writing immediately. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it can not be claimed later. The Customer must provide the Company with the information about a reported error or defect that the Company requests.
9.4 Examination. Within a reasonable time after the Company has received notification from the customer of an error or defect and examined the claim, the Company notifies the customer whether the error or defect is covered by warranty.
9.5 Remedy. Within a reasonable time after the Company has given notice to the customer in accordance with pkt. 9.4 that an error or defect is covered by a guarantee, the Company will remedy the error or defect.
10. Responsibility
10.1 Responsibility. Each party is liable for its own actions and omissions under applicable law with the limitations that follow from the Basis of Agreement.
10.2 Indirect losses. Notwithstanding any conflicting terms in the Agreement, the Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time or goodwill, unless caused intentionally or through gross negligence.
10.3 Force majeure. Notwithstanding any conflicting terms in the Contract Basis, the Company is not liable to the customer for non-fulfillment of obligations which may be attributed to force majeure. The discharge lasts as long as force majeure lasts. Force majeure is considered to be matters that are beyond the Company’s control and which the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism and labor disputes.
11. Intellectual property rights
11.1 Property rights. The full ownership of all intellectual property rights arising in connection with the Company’s performance of services, including patents, designs, trademarks and copyrights, belongs to the Company.
11.2 Violation. The Company is not liable for any infringement of the intellectual property rights of third party services provided unless the infringement is intentional. To the extent that the Company may be met with a claim for infringement of the intellectual property rights of third party services provided, the customer shall indemnify the Company, unless the infringement is intentional.
12. Confidentiality
12.1 Disclosure and use. The Customer may not pass on or use or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.
12.2 Protection. The Customer may not improperly obtain or attempt to obtain knowledge of or availability of the Company’s confidential information as described in section. 12.1. The customer must handle and store the information properly to prevent it from accidentally coming to the knowledge of others.
12.3 Duration. The parties’ obligations pursuant to p. 12.1-12.2 applies during the parties’ cooperation and without time limit after the termination of the cooperation, regardless of the reason for the termination.
13. Applicable law and venue
13.1 Current law. The parties’ cooperation is in all respects subject to Danish law.
13.2 Venue. Any dispute that may arise in connection with the parties’ cooperation must be decided by a Danish court.