General terms and conditions for sale and delivery of IT goods

The following terms and conditions for sale and delivery (”Terms and Conditions”) shall apply unless otherwise agreed in writing between Netic A/S, CVR no. 26762642 (”Netic”), and the Customer, regardless of the Customer’s country of residence and provided that the Customer engages in commercial activities. All transactions are considered to be made between merchants.

Netic reserves the right to modify these Terms and Conditions at any time. Supplemental terms and conditions may apply to other types of agreements. Such terms and conditions shall take precedence in the event that they deviate from Netic’s Terms and Conditions of sale and delivery. In case of discrepancy between Netic’s terms of sale and delivery and the Customer’s general terms and conditions, Netic’s terms of sale and delivery shall apply, unless agreed in writing between the parties.

• 1.1: Regardless of order method, the Customer accepts these Terms and Conditions when placing an order.
• 1.2: A placed order will not become binding on Netic until the Customer has received a written confirmation or at the time of delivery. An order will be executed at the price applicable when Netic’s confirmation is issued. If the confirmation deviates from the Customer’s order, the Customer must inform Netic of such deviation within 8 days. If not, the confirmation will apply.
• 1.3: Quotations made by Netic will only be binding on Netic if confirming acceptance is received by Netic within 8 days after such quotation was made to the Customer.
• 1.4: Any offer or confirmation from Netic concerning products that are not in Netic’s own stock has been made subject to the possibility of acquiring the goods in question. If the goods cannot be acquired, Netic shall be entitled to revoke/cancel the submitted offer/the confirmation without entitling the Customer to advance any claim against Netic whatsoever.

• 2.1: Netic's prices are fixed inclusive of packaging and customs duty in Denmark, but exclusive of packaging, transport, VAT, and any other taxes. Netic shall have the right to charge separate fees for handling, shipping, installation and delivery. Transports costs depend on the extent of the order and place of delivery. For purchases/delivery of pallets a specific environment fee will be charged.
• 2.2: For other services, including consulting services etc., provided to the Customer by Netic, Netic's hourly rates applicable from time to time will be charged. Transport costs and other disbursements shall be charged separately.
• 2.3: Services are provided on condition that the products have been installed according to supplier’s instruction and that no changes have been made in the products. In the event that a stand-by agreement has been made for cases of emergency, the Customer shall only be allowed to alter the products upon prior agreement with Netic. Otherwise, Netic will charge the services on altered products subject to separate fees applicable from time to time.
• 2.4: Netic shall have the right to alter prices until and on the date of delivery in accordance with changes in purchase prices, customs duty, freight, and insurance rates or any other conditions beyond Netic's control and influence. If Netic's expenses are increased as a result of conditions attributable to the Customer, Netic shall be entitled to claim reimbursement in this respect.
• 2.5: Netic makes reservations for pricing errors and for items which are out of stock.
• 2.6: All payments shall be paid according to invoice.
• 2.7: In case of the Customer's late payment, interest at a rate of 2,0 % per month or fraction of a month will be added to the amount owing as from the due date.
• 2.8: In the event that the Customer fails to effect payment in due time and/or in the event that Netic does not receive satisfactory credit information about the Customer, Netic shall have the right to discontinue deliveries until advance payment has been made available or security has been provided. If the Customer fails to effect advance payment or provide security within the time limit fixed by Netic, Netic shall have the right to cancel the delivery agreement.
• 2.9: The Customer's obligation to pay in due time shall remain regardless of complaints about faults or defects.
• 2.10: If Netic cancels the delivery agreement as a result of the Customer’s breach, Netic shall, as a minimum, be entitled to a consideration equivalent to 30% of the purchase price unless heavier damage has been suffered.

• 3.1: Netic reserves the right to title to the delivered goods until full payment has been effectuated.
• 3.2: In case of repossession of the goods, the Customer shall reimburse any loss and all expenses that may be inflicted on Netic.

• 4.1: The goods sold shall be delivered Ex Works.
• 4.2: The goods shall be sent from Netic's warehouse or through Netic’s subcontractor to the Customers stated address of delivery.
• 4.3: Delivery shall be effectuated as soon as possible with due regard to the delivery times with Netic's sub-contractors. Thus, Netic is entitled to perform successive delivery and invoicing. The agreed delivery time shall be considered observed when Netic has dispatched the delivery before the expiration hereof or these are made available to the Customer. In the event that the Customer expresses a wish for changes in or supplements to the delivered goods, the delivery time shall be postponed with the time frame, which the change or supplement necessitates.
• 4.4: If Netic anticipates that it will not be able to deliver the goods sold at the time for delivery, Netic shall forthwith notify the Customer thereof in writing, stating the reason, and if possible, the time when delivery can be expected.
• 4.5: If delay in delivery is caused by any of the circumstances mentioned in Clause 5 or by an act or omission on the part or of the Customer, the time for delivery shall be extended by a period which is reasonable having regard to the circumstances in the case. This provision applies regardless of whether the reason for delay occurs before or after the agreed time for delivery.
• 4.6: If Netic doesn’t deliver in time cf. section 4.1, such delivery will constitute a delay. If the Customer wishes to claim remedies for breach of contract, the Customer shall inform Netic a new, reasonable period for delivery. If this reasonable period of time expires without delivery having been affected, the Customer shall be entitled to terminate the agreement. If the Customer does not provide Netic with any reasonable notice within 2 (two) days following the occurrence of the delay, the Customer isn’t entitled to terminate the agreement, and Netic shall affect delivery as soon as possible. The Customer is not entitled to liquidated damages.

• 5.1: Neither party will be liable for events which are beyond the party's control and which the party should not have taken into account when signing the agreement and should not have avoided or overcome (Force Majeure Event).
• 5.2: Force Majeure Events include but are not limited to; unusual weather conditions and natural disasters, war and military mobilization, civil unrest and similar situations as well as terrorist attacks, general strikes and lockouts, fire, non-availability of means of transport and currency restrictions, computer viruses, hacker attacks and attacks on IT-systems from the outside, import and export restrictions.
• 5.3: The parties may only rely on force majeure for the number of working days affected by the Force Majeure Event.
• 5.4: In case of a Force Majeure Event, Netic may decide to defer delivery until the Force Majeure Event preventing delivery has ceased to exist or to cancel the agreement in full or in part without compensation.

• 6.1: The Customer shall be obliged to inspect the delivered goods upon receipt. If the Customer ascertains, or ought to ascertain that the delivered goods suffer from defects, the Customer shall immediately submit a complaint in writing to sales@netic.dk. With non-visible defects the Customer shall no later than 5 days submit a written complaint. If the Customer fails to submit a complaint in due time, the Customer's right to assert the defect shall lapse. The deadline applies equivalently to complaints regarding delivered services etc.
• 6.2: Defects shall not be deemed to exist if the Customer has applied the delivered goods improperly, including any disregard of guidelines provided by Netic or Netic's sub-suppliers, or in case the Customer or a third party has made arrangements for changes to be made in the delivered goods, or interference, without Netic's consent.
• 6.3: In case of reasonable complaints within the deadline, Netic shall have the right, at its own discretion and within a reasonable period of time, to arrange for a replacement delivery or remedial action. If Netic undertakes replacement delivery or remedial action in due time, the Customer shall not be entitled to terminate the agreement or claim damages as a result of the defect. Netic shall be entitled to make one or more remedial actions/replacement deliveries.
• 6.4: In the event that Netic establishes that a defect does not exist in a product for which the Customer has submitted a complaint, Netic is entitled to receive compensation for the expenses suffered by Netic in this regard. If replacement delivery or remedial action is not effected in due time, the Customer may solely terminate the agreement or claim a proportional reduction in price.
• 6.5: The Customer is solely entitled to terminate the agreement for the delayed part of the delivery, including force majeure, or products with defects.
• 6.6: Sold products shall only be returned upon prior written agreement with Netic’s sales department. It must appear in the agreement for the return of goods, which products are returnable, their condition and at which price the products will be credited. The Customer shall undertake to enclose a copy of the agreement for the return of goods in each lot that is to be returned. Netic reserves the right to return products with which no agreement for the return of goods has been enclosed. Any return shall be at the Customer's expense and risk.

• 7.1: Any license acquired as part of the delivery of the products will remain Netic's or the sub-contractor's property. If the licensed software is installed on the Customer's own equipment, the Customer will be responsible for uninstalling the licensed software after termination of the agreement and the expiry of Netic's licenses.
• 7.2: To the extent that third-party software is part of the delivery, the Customer will be obligated to Netic and any third party to accept and comply with the license terms applicable to such software from time to time. The Customer's obligation applies regardless of whether a license to the software being part of the Deliverables delivered by Netic (i) has been obtained by Netic to the effect that the Customer derives its limited right from Netic; or (ii) has been obtained directly by the Customer.
• 7.3: If the Customer uses third-party software together with the Deliverables, Netic will not be liable for the functionality of such software or its use in relation to the Deliverables regardless of whether the third-party software was sold to the Customer by Netic under a separate agreement. The license terms of any third-parties may be disclosed by Netic at the Customer's request if the software has been licensed to Netic. Netic is not liable for any changes to the license terms to be complied with by the Customer at any time.
• 7.4: If, as part of the Deliverables and at the Customer's request, Netic installs third-party software for the Customer's use, the Customer will guarantee that it has the necessary rights in such software.
• 7.5: Netic may offer to supply or license certain products or services that are made or provided by a third-party supplier or manufacturer and not by Netic. Such third-party supplier, sub-contractor or manufacturer products may be provided by Netic on a case-by-case basis in response to a Customer request.
• 7.6: Notwithstanding any other provisions of this agreement, the third-party products are subject to the standard license, warranty, indemnity, support and other terms of the third-party supplier or manufacturer (or an applicable agreement between Customer and such supplier or manufacturer), to which Customer shall adhere. Even if support fees are invoiced through Netic, the third-party products are not supported by Netic and Customer must contact such third party directly for support services. Any warranty or indemnity claims against Netic in relation to the third-party products are expressly excluded. In no event shall Netic be liable to Customer for any damages that in any way arise out of or relate to any products. Third-party products are provided by Netic “AS IS.”

• 8.1: Netic is not liable for indirect losses, including any loss of profits, loss of goodwill, any failure to obtain or reach economic benefits and objectives, any loss of production, loss or distortion of data, any loss suffered because Netic’s deliveries cannot be used as assumed, any loss relating to unauthorized person's access to data and systems or any loss suffered due to the lapse or breach of a third party agreement. Netic's liability is limited to circumstances that constitute gross negligence.
• 8.2: Netic’s liability for any loss or damage is limited in amount to 25% of the amount the Customer has paid for the product or service on which the claim is based, and is capped at DKK 50,000.
• 8.3: Netic’s liability for any loss or damage is limited in amount to 25% of the amount the Customer has paid for the product or service on which the claim is based, and is capped at DKK 50,000.

• 9.1: Information from Netic or one of Netic's business partners concerning weight, dimensions, capacity and technical data in catalogues, brochures, prospects, advertisements or equivalent is only to be considered as an approximate and cannot be considered as guaranteed, and Netic shall not assume responsibility as to whether the delivery meets the Customer’s needs or application purpose. Netic solely assumes responsibility hereof if the Customer has submitted such claim and this is accepted by Netic. Netic makes reservations on changes in construction and/or design prior to the commencement of the time of delivery and during the course of several deliveries.
• 9.2: For products which require special documentation with a view to mounting, connection, operation and/or maintenance Netic will provide the Customer with such documentation no later than upon delivery. Netic may instruct that such documentation shall be treated as confidential.
• 9.3: Netic shall not be obliged to disclose any source codes.
• 9.4: Netic may offer the Customer installation of the delivery in accordance with the manufacturer's directions. For such installation, fees will be charged at Netic's hourly rates applicable from time to time. Netic’s installation shall not postpone the date of the passing of the risk for the delivery or the due date of payment for the delivery.

• 10.1: If the agreement comprises standard software or software development made by Netic specifically for the Customer, the Customer shall obtain a non-transferable and non-exclusive right of use in relation to the software referred to in the agreement. The right of use shall be limited to the number of simultaneous users who are covered by the agreement entered into and in case this is not shown, the right of use shall only apply to the equipment in which the software is installed at the date of delivery. The software may only be used in compliance with the instructions shown in user manuals and similar material.
• 10.2: All intellectual property rights and know-how in, and to any information and materials related to, the Netic developed software, as well as all results, materials, reports and other documentation which accrue through the development and delivery of the software shall be owned solely by Netic.
• 10.3: The Customer shall not be allowed to copy the software and pertaining documentation material, nor shall the Customer be allowed to alter the software without Netic's prior written consent. In the event that the Customer makes changes or arranges for changes to be made in the software, such changes and the consequences thereof shall be at the Customer's own responsibility.
• 10.4: The delivered goods are solely subject to the warranties, warranty periods and deadlines of complaints and the terms hereof provided by Netic's sub-suppliers or manufacturers. Netic does not provide any separate warranty or other rights to the delivered goods.
• 10.5: Netic reserves the right to replace parts of a delivery with parts of the same quality as the original parts for deliveries where it is not generally crucial to the Customer if the product comes from one manufacturer or another, provided that the Customer is notified of such replacements in writing. Netic shall have the right to make minor changes in the delivery which, in Netic's opinion, are technically required.

• 11.1: Netic is entitled to assign its rights and obligations to a group company.
• 11.2: Netic's assignment of its rights and obligations to third parties is subject to the Customer's prior written consent. Such consent may not be withheld without a valid reason.
• 11.3: Notwithstanding the provision of clause 11.2. Netic is entitled to assign its rights and obligations in connection with a merger, business transfer, reorganization or similar changes regardless of the form thereof, e.g. by an asset or share transfer.

• 12.1: Any dispute concerning these General Terms and Conditions must be settled in accordance with Danish law, however with the exception of Danish international private law. Any dispute, controversy or claim arising out of, or in connection with, this Agreement, or the breach, termination or invalidity of this Agreement, shall be finally settled by arbitration in accordance with the Rules of arbitration procedure by the Danish Institute of Arbitration.