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1. Contract basis

1. For each contract (referred to in this document as a supply contract) that is entered into where Nextsystem A/S is the supplier, the current sales and supply terms apply and are considered accepted by the purchaser. For leasing, rental, system and service contracts, hardware security and other types of contracts, supplementary conditions apply. The conditions in these contracts should have precedence over conditions expressly stated in the current sales and supply terms. Supplier purchase terms only apply where they are separately accepted in writing by both parties.

1.2 A supply contract becomes binding for Nextsystem A/S when the purchaser has received a written order confirmation or when delivery takes place.

1.3 Where Nextsystem A/S has supplied products on approval or on loan, the recipient is to arrange on time return to Nextsystem A/S at their own expense. If the items supplied are not returned within the deadline specified in the Nextsystem A/S on-approval/loan confirmation, then Nextsystem A/S is entitled to choose whether to have the products returned at the recipient’s expense or to invoice the products at Nextsystem A/S current list price, as according to the current sales and supply terms, the products are considered to be purchased by the recipient.

The recipient is responsible for all original packing, manuals and any cables. If in the loan period the packaging is damaged or manuals and cables are lost, the recipient is to compensate Nextsystem A/S the items’ value at current list prices. If the items are damaged in the loan period, the recipient is to compensate Nextsystem A/S their value as specified in the current list price.

1.4 Illustrations and descriptions of products or performance presented in brochures, catalogues, prospectus and similar are approximate and cannot be considered to be guaranteed. Nextsystem A/S reserves the right to make changes to product construction and/or design before the delivery date falls due and during the course of several deliveries. All amount specifications, scale relationships, colours and weight specifications are within industry tolerances.

1.5 Guarantees, supplementary agreements and changes to every contract must be accepted in writing by both parties to be valid.

2. Prices and payment terms.

2. Prices are inclusive packaging, but exclusive packing, transport and VAT. Nextsystem A/S is entitled to charge for handling, transport, installation and delivery separately.

2.2 Price setting is based on the costs level at the point in time when the contract was entered into. If, in the period between the contract being entered into and the agreed delivery date, supplier price levels for goods or services change, Nextsystem A/S is entitled to make equivalent price corrections.

2.3 All invoices fall due on the delivery unless otherwise agreed in writing. If it is stated on the invoice front page that a cash discounts is offered, this can be deducted from the invoice amount. The size of the cash discount is stated on the invoice front page.

2.4 When payments are made by cheque, payment is only considered to have been made when the cheque has been cashed in full.

2.5 The purchaser is not entitled to set off claims against amounts due, which are not accepted in writing by Nextsystem A/S.

3. Default interest and credit conditions

3. If the purchaser does not pay on time or if Nextsystem A/S receives insufficient credit information and/or in accordance with Nextsystem A/S evaluation the purchaser is not considered to be credit worthy, Nextsystem A/S is entitled to stop further deliveries until advance payments have been made or suitable security has been provided. If advance payments or security are not provided within the time period Nextsystem A/S sets, Nextsystem A/S is entitled to either terminate the supply contract or enforce it, in which case Nextsystem A/S can demand its losses and costs, including legal costs, covered.

3.2 If payment is to be made in instalments, the complete remaining amount due becomes due for immediate payment if the purchaser completely or partly defaults on 1 instalment.

3.3 For each delayed payment, Nextsystem A/S has the right without prior notice to charge interest at 2 % per month starting from the invoice’s due date and continuing until payment is made.

4. Property rights

4. Nextsystem A/S owns the property rights to the sold items, until full payment is received. Where the purchaser defaults on payment, Nextsystem A/S is entitled to and can without prior notice collect the supplied items. The purchaser is obliged to release the items concerned irrespective of whether any data belongs to the purchaser or third party.

Where Nextsystem A/S recovers items in this way and in accordance with the property rights, the purchaser is to compensate any losses and all costs, including legal costs, which Nextsystem A/S incurs.

4.2 The purchaser is not entitled to sell, mortgage, loan, lease or similar the supplied items. The purchaser is, until full payment is made, not entitled to permit the supplied items be included in buildings or property in a way that the property rights cannot be enforced.

If legal proceedings are instigated against the supplied items by a third party, including by distrait, distress or arrest, the purchaser is obliged to immediately inform Nextsystem A/S of this.

4.3 The purchaser bears all risk associated with the supplied items, until payment has been made.

5. Delivery date

5. Unless otherwise specified in writing by Nextsystem A/S or agreed in writing between the parties, the items will be supplied as soon as possible and in accordance with Nextsystem A/S subcontractor delivery times.

5.2 The delivery date is considered to have been met when Nextsystem A/S can document that the product or service is dispatched or is at the buyer’s disposal before the deadline expires.

6. Delay etc.

6.1 If Nextsystem is responsible for any delays with respect to delivery of products or service, and where the purchaser wishes to utilise breach of contract, the purchaser is to within 2 days after the delay occurs, to set a reasonable deadline within which Nextsystem A/S is to carry out delivery. If this reasonable deadline expires without delivery taking place, the purchaser is entitled to terminate the supply contract, in accordance with point 9. If the purchaser fails to set a reasonable deadline and notify Nextsystem AS/ of this within 2 days of the delay occurring, then the delay is not considered to have occurred. Nextsystem A/S is in this case obliged to carry out delivery as soon as possible.

6.2 In the event of an Act of God, Nextsystem A/S is released from all responsibility and the purchaser can unilaterally terminate or enforce the contract as specified in point 11 and point 9.

7. Risk transfer etc.

7. Nextsystem A/S is entitled to carry out delivery through one of NEXTerminal ApS selected suppliers.

7.2 Nextsystem A/S supplies the complete delivery. Nextsystem A/S is however entitled to deliver the purchased items in several stages, if this is agreed in writing.

7.3 Risk is transferred to the purchaser on item delivery at the purchaser’s address, if transport is arranged by Nextsystem A/S or unless otherwise agreed. If the purchaser collects the sold items from Nextsystem A/S address, the risk is transferred on release from Nextsystem A/S stores.

7.4 If the purchaser declines the agreed delivery, Nextsystem A/S is entitled to terminate the supply agreement and can claim compensation for losses incurred, including legal costs, or can enforce the contract and claim incurred costs, including storage costs, legal costs and losses covered by the purchaser. Where Nextsystem A/S terminates the supply contract, Nextsystem A/S is at a minimum entitled to a fee equivalent to 30% of the agreed price to cover services such as compensation for already performed work and materials used, unless high levels of damage have been inflicted.

8. Guarantee conditions, defects, rectification and return

8.1 Any Nextsystem A/S guarantees only apply to new items and only apply to defects which make that the product or the service unfit for use. For supplier guarantees, the conditions included in the guarantees apply.

8.2 A fault is not considered to be present where the purchaser has used the supplied items incorrectly or inappropriately, including where this is a result of disregarding guidelines supplied by Nextsystem A/S subcontractors or any guidelines prepared by Nextsystem A/S, or where the purchaser or third party without Nextsystem A/S permission have had defects rectified or carried out any modifications to the supplied items.

8.3 Unless otherwise agreed in writing, the article numbers in the Nextsystem A/S issued order confirmation marked with a star cannot be returned, be credited or be supported by Nextsystem A/S technical department.

8.4 Information from Nextsystem A/S or from its suppliers on the use and applicability of products are only guidelines. Nextsystem A/S bears no responsibility for whether the supplied items meet the purchaser’s requirements or intended usage, unless Nextsystem A/S has expressly and in writing promised this.

8.5 On receipt of the Nextsystem A/S supplied items, the purchaser is to immediately carry out a thorough examination of the items. If the purchaser establishes or should have established that the supplied items has faults or defects, the purchaser should notify Nextsystem A/S in writing of the fault or defect within 8 days of the fault being discovered or the date when it should have been discovered. If the purchaser does not make a guarantee claim within this time period, the purchaser’s right to make a claim is nullified.

8.6 Where a substantiated claim is made to Nextsystem A/S within the specified time period, Nextsystem A/S can choose to, within a reasonable time period, to replace the item or rectify the fault. If Nextsystem A/S replaces the item or rectifies the fault within this period of time, the purchaser is not entitled to terminate the supply agreement or claim compensation or other compensation resulting from the fault (the delay is considered not to have taken place). For replacement or fault rectification, the purchaser is expected to provide all assistance required to allow this to be carried out. Nextsystem A/S is entitled to carry out one or more rectifications/replacement and can make it a condition that the purchaser provides security for payment for the supplied items or for other deliveries, if the purchaser is granted credit. If a replacement or rectification does not take place on-time, the purchaser can terminate the supply agreement, in accordance with point 9 or demand the purchase amount reduced in relation to the purchaser’s breach of contract rights limitations.

8.7 The 2-year right to claim under guarantee as specified in the Purchase of Goods Act paragraph 54 applies to all deliveries from Nextsystem A/S unless otherwise agreed in writing. If replacement or a rectification is carried out, guarantee claims cannot be made after the original agreed guarantee period has expired.

8.8 Return of products can only be after this has been agreed in advance with Nextsystem A/S. If an item is to be returned, Nextsystem A/S sales department should be contacted. A return agreement will then be sent to the purchaser. The return agreement specifies which products can be returned and what amount is to be credited for the products. The purchaser is obliged to attach a copy of the return agreement to each package which is returned. The purchaser is obliged to compensate Nextsystem A/S for any missing or damaged original packing, loose components, documentation etc. Nextsystem A/S reserves the right to return products to the purchaser where a return agreement is not included.

9. Limitation to the purchaser’s termination rights

9. The purchaser’s termination rights specified in point 6, 8 and 11 are limited, as only the purchaser can terminate the supply agreement for the part of the total delivery which is delayed, including in the event of Act of God, or where there are defects, unless the delay or the defect is considered to be of great significance to the purchaser and this is substantiated in association with the deliveries.

10. Liability limitation

10.1 Nextsystem A/S liability to pay compensation is limited to cases where Nextsystem A/S has been grossly negligence or wilful and where the liability to pay compensation does not include indirect losses of any kind, including operating losses, profit losses, loss of data, loss of goodwill and similar. Furthermore, Nextsystem A/S liability to pay compensation is limited to a maximum which is equivalent to 10% of the total payment specified in the supply agreement.

10.2 With respect point 10.1, the following product liability specified below applies unless otherwise specified by compulsory Danish legislation:

Nextsystem A/S is not responsible for damage to property or chattels which occur while the sold items are in the purchaser’s possession. Nextsystem A/S is similarly not responsible for damage to products which are manufactured by the purchaser and where Nextsystem A/S products are included in the purchaser’s products, which these purchaser products are a part of. Where Nextsystem A/S has product liability to third parties, the purchaser is obliged to indemnify Nextsystem A/S to the same extent to which Nextsystem A/S liability is limited.

11. Act Of God

11. None of the parties can be considered to have breached their obligations to the other party, if the cause of the breach is circumstances which the party concerned does not have full control of, for example failure to deliver or insufficient supply from suppliers, industrial action, weather, transport relationships etc. Such conditions are considered to be an Act of God. Each of the parties is entitled to terminate the supply agreement in accordance with point 9, if one of the specified circumstances has occurred for more than 30 of the previous consecutive working days.

12. Conditions for repair of hardware.

12. If an agreement on technical assistance is not included in the contract, Nextsystem A/S charges for working hours, transport costs and replacement parts. Any guarantee claims should be submitted to Nextsystem A/S in writing within 8 days after a repair. Point 8 section 5-8 similarly applies.

13. Conditions relating to other service provision.

13. Other services, including advice and guidance etc., are charged at the supply agreement agreed hourly rates. If a supply contract has not been entered into, they are charged at Nextsystem A/S current hourly rates. If cost factors used in price calculations change during the course of service provision, Nextsystem A/S is entitled to make suitable price adjustments after notifying the purchaser of this. The new prices come into effect from the point in time of adjustment notification. Transport costs and other expenses are calculated separately.

14. Venue.

14.1 Disputes relating to the sales and supply terms are decided by the jurisdiction of Lyngby.



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