SALES & DELIVERY TERMS
1. Basis of agreement, etc.
1.1 For any agreement (hereinafter referred to as the supply agreement concluded with NEXTerminal Aps as the supplier, these terms of sale and delivery are considered as accepted by the buyer. For leasing, rental, system and service contracts, hardware insurance and other types of contracts, additional conditions apply, as the terms of such contracts shall prevail unless expressly provided otherwise in relation to these terms of sale and delivery. Deviating terms of purchase from the buyer will only apply if they have been separately agreed in writing by both parties.
1.2 A delivery agreement is only binding on NEXTerminal APS when the buyer has received written order confirmation or when delivery has been made.
1.3 If NEXTerminal ApS has delivered products on trial or loan, the recipient must, at his own expense, provide timely return to NEXTerminal ApS. If the return does not occur before the deadline stated by NEXTerminal ApS in the test / loan confirmation, NEXTerminal ApS is entitled, at its option, to either repay the products at the recipient’s expense or to invoice the products at the applicable list price with NEXTerminal ApS, as the products are hereby deemed purchased by the recipient on the basis of these terms of sale and delivery.
Receives booklets for all original packaging, manuals and any cables. If the packaging during the loan period is damaged or the manuals and cables are lost, the recipient is obliged to replace the NEXTerminal ApS value at the applicable list price. If the item is damaged during the loan period, the recipient is obliged to replace the NEXTerminal ApS value at the applicable list price.
1.4 Images and descriptions of products or services in brochures, catalogs, prospectuses and the like are approximate and cannot be regarded as assured properties. NEXTerminal ApS makes reservations for design and / or design changes. products before the delivery time and during the course of several deliveries. All quantity declarations, scale ratios, color and weight declarations apply within industry tolerances.
1.5 In order to be valid, guarantees, supplementary agreements and amendments to any contract must be accepted in writing by both parties.
2. Prices and payment terms.
2.1 NEXTerminal ApS’s prices are fixed incl. packaging, but excl. packaging, transport and VAT. Nextsystem A / S is entitled to charge a separate fee for handling, transport, installation and delivery.
2.2 Pricing is based on the cost level at the time of the contract. If there is a change in the supplier price level for goods or services in the time between the conclusion of the contract and the agreed delivery time, NEXTerminal ApS is entitled to make a corresponding price correction.
2.3 All invoices are due for payment by surrender, unless otherwise agreed in writing. If it is stated on the front of the invoice, a cash discount is granted, which is deducted from the invoice amount. The size of the cash discount is shown on the front of the invoice.
2.4 When paying by check, payment is considered to have been made at full redemption first.
2.5 The Buyer is not entitled to set off based on claims not accepted in writing by NEXTerminal ApS.
3. Fun and credit conditions
3.1 If the buyer does not make timely payment, or if NEXTerminal ApS receives insufficient and / or in NEXTerminal ApS’s opinion negative credit information about the buyer, NEXTerminal ApS is entitled to suspend further deliveries until there is a prepayment or appropriate collateral. If the prepayment or security is not provided before the deadline set by NEXTerminal ApS, NEXTerminal ApS is entitled to either cancel the delivery agreement or maintain it, in which case NEXTerminal ApS may claim its losses and costs, including legal fees.
3.2 If payment is to be made in installments, the full outstanding debt is due for immediate repayment, if the buyer is wholly or partly in default with 1 installment.
3.3 In the event of any late payment, NEXTerminal ApS has the right to calculate an interest rate of 2% per prerequisite without prior notice. commenced a month from the invoice’s due date for payment to be made.
4. Reservation of ownership
4.1 NEXTerminal ApS reserves the right to sell the property until full payment has been made. NEXTerminal ApS is entitled in the event of a buyer’s morale to pick up the delivered without prior notice, and the buyer is obliged to make delivery regardless of whether any data belongs to the buyer or third party.
Upon repossession pursuant to the reservation of title, the buyer must compensate for any loss and all costs, including legal costs, which NEXTerminal ApS may incur.
4.2 The Buyer is not entitled to resell, pledge, lend, rent or similar of the delivered. The buyer is, until full payment is made, ineligible to have the delivered inserted into real estate in such a way that the reservation of ownership cannot be maintained.
If legal proceedings are brought against the delivered by a third party, including by way of attachment, pledge or arrest, the buyer is obliged to immediately notify NEXTerminal ApS.
4.3 The buyer bears the risk of the goods delivered until payment has been made.
5. Delivery time
5.1 Unless otherwise agreed in writing from NEXTerminal ApS or agreed in writing between the parties, delivery will be made as soon as possible and taking into account delivery times with NEXTerminal ApS’s subcontractors.
5.2 The delivery time is considered to be complied with when NEXTerminal ApS can, before expiry thereof, document that the product or service has been shipped or available.
6. Delay etc.
6.1 If there is a delay on the part of NEXTerminal ApS with regard to the delivery of products or services, and if the buyer wants to exercise his powers of discrimination, the buyer must give NEXTerminal ApS a reasonable notice to make delivery within 2 days after the delay has occurred. If this reasonable notice expires, without delivery being made, the buyer is entitled to cancel the delivery agreement, cf. however, clause. 9. If the buyer does not give NEXTerminal ApS a reasonable notice within the said two days after the delay in entry, delay is not considered to exist, as NEXTerminal ApS only has to make delivery as soon as possible.
6.2 In the event of force majeure, however, NEXTerminal ApS is free of any liability and the buyer can only cancel or retain the contract as stated in clause. 11, cf. however, clause. 9th
7. Risk transition etc.
7.1 NEXTerminal ApS is entitled to make delivery through a supplier selected by NEXTerminal ApS.
7.2 As a starting point, NEXTerminal ApS delivers the delivery to its full extent. However, NEXTerminal ApS is entitled to deliver the purchased item several times if this is agreed in writing.
7.3 The risk passes to the buyer upon surrender at the buyer’s address, if the transport is carried out at the request of NEXTerminal ApS or unless otherwise agreed. If the buyer himself collects the goods sold at NEXTerminal ApS’s address, the risk of delivery from NEXTerminal ApS’s warehouse exceeds risk.
7.4 If the buyer does not decline the delivery as agreed, NEXTerminal ApS is entitled to terminate the delivery agreement and claim damages for its loss and consequently incurred, including legal fees, or to maintain the contract and claim its costs, including storage costs and legal costs, and losses covered by the buyer. . In the event that NEXTerminal ApS cancels the delivery agreement, NEXTerminal ApS is at a minimum entitled to a remuneration equal to 30% of the agreed price for the services as compensation for already performed work services and materials used, unless major damage is suffered.
8. Warranty conditions, defects, remedy and return.
8.1 NEXTerminal ApS’s potential guarantees only cover new items and only affect defects that render the product or service unusable. For supplier guarantees, the terms contained in the guarantees apply.
8.2 A defect shall not be deemed to exist if the buyer has used the delivered incorrectly or inappropriately, including in violation of guidelines from NEXTerminal ApS’s subcontractors or any guidelines prepared by NEXTerminal ApS, or if the buyer or third party without NEXTerminal ApS’s consent has let rectify defects or intervene in the delivered.
8.3 Unless otherwise agreed in writing, the item numbers in the order confirmations issued by NEXTerminal ApS are marked with an asterisk, that these goods are not returned, credited or supported by NEXTerminal ApS’s technical department.
8.4 Information provided by NEXTerminal ApS or its suppliers about the use and applicability of products is for guidance only and NEXTerminal ApS is not responsible for whether the supplier fulfills the buyer’s needs or uses, unless NEXTerminal ApS has made explicit and written commitment to do so.
8.5 Upon receipt of the NEXTerminal ApS delivered, the buyer must immediately conduct a thorough examination thereof. If the purchaser finds or intends to establish that the delivered person suffers from defects, the purchaser must make the defect in writing within 8 days of the defect being or should have been ascertained. If the advertiser does not buy in a timely manner, the buyer’s right to claim the defects will lapse.
8.6 In justified and timely complaints, NEXTerminal ApS, at its option and within a reasonable time, is entitled to make a delivery or rectify the defect. If NEXTerminal ApS undertakes timely delivery or remediation, the buyer is not entitled to cancel the delivery agreement or to claim compensation or other compensation as a result of the defect (delay is not considered in these circumstances). In connection with any delivery or remediation, the buyer must contribute loyally to the implementation of such measures. NEXTerminal ApS is entitled to make one or more remedies / deliveries and may condition that the buyer provides security for payment of the delivered or for other deliveries if the buyer has been granted credit. If delivery or remediation does not take place in a timely manner, the buyer can cancel the delivery agreement, cf. however, clause. 9 or require the purchase price to be proportionally reduced, as the buyer’s misconduct powers are limited thereto.
8.7 The 2-year right of complaint in §54 of the Copenhagen Act applies to all deliveries from NEXTerminal ApS, unless otherwise agreed in writing. If redelivery or remediation is made, any complaints cannot be claimed for longer than the originally agreed complaint period.
8.8 Returnering af produkter kan kun ske efter forudgående aftale med NEXTerminal ApS. Ønskes en vare returneret skal NEXTerminal ApS´s salgsafdeling kontaktes, hvorefter denne i givet fald fremsender en Returaftale til køber. Af Returaftalen fremgår hvilke produkter, der kan returneres, samt til hvilken pris produkterne krediteres. Køber forpligtiger sig til at vedlægge en kopi af Returaftalen i hvert kolli, der returneres. Køber forpligtiger sig til at erstatte NEXTerminal ApS for eventuelle mangler eller beskadigelser herunder original emballage, løsdele, dokumentation m.v. NEXTerminal ApS forbeholder sig ret til at tilbagesende produkter, hvor der ikke er vedlagt Returaftale.
9. Limitation on Buyer’s Raising Access.
9.1 Buyer’s withdrawal access in item. 6, 8 and 11 are limited, as the buyer can, as a rule, only cancel the delivery contract for the part of the total delivery that may be delayed, including by force majeure, or suffer from defects, unless the delay or defect is considered to be decisive and of significant importance to the buyer and this is justified by the relationship between the deliveries.
10. Limitation of Liability
10.1 NEXTerminal ApS’s liability for damages is limited to cases where NEXTerminal ApS has shown gross negligence or intent and the liability does not include indirect losses of any kind, including loss of operations, loss of profit, loss of data, loss of good-will and the like. Furthermore, NEXTerminal ApS’s liability for damages is maximized to an amount equal to 10% of the total remuneration in accordance with the delivery agreement.
10.2 With respect to product liability, the following shall be stated in clause 10.1, unless otherwise provided by mandatory Danish law:
NEXTerminal ApS is not responsible for damage to property or movable property that occurs while the sold is in the buyer’s possession. NEXTerminal ApS is also not liable for damage to products made by the buyer and which includes NEXTerminal ApS’s products or for products in which such products are included by the buyer. To the extent that NEXTerminal ApS may be subject to product liability to third parties, the buyer is obliged to indemnify NEXTerminal ApS to the same extent as NEXTerminal ApS’s liability is limited.
11. Force Majeure
11.1 Neither party may be deemed to have failed to fulfill its obligations to the other party if the reason for the non-fulfillment is circumstances over which the party is not fully available, for example, lack of or inadequate supply from suppliers, work stoppage, weather, transport conditions etc. , as such conditions are considered force majeure. However, each party is entitled to cancel the delivery agreement, cf. however, clause. 9, if one of the aforementioned circumstances has existed for more than 30 consecutive working days.
12. Hardware repair provisions.
12.1 If there is no technical assistance agreement, NEXTerminal ApS calculates working hours, transport costs and spare parts. Any complaints must be submitted to NEXTerminal ApS in written form within 8 days of repair. Para. 8 pcs. 5-8 apply correspondingly.
13. Provisions for other services.
13.1 For other services, including advice and guidance etc., the hourly rates agreed in the delivery agreement are calculated, or if the delivery agreement has not been concluded, the hourly rates applicable at NEXTerminal ApS at any time. If cost factors that determine the price should change over the duration of the services, NEXTerminal ApS is entitled to make an appropriate price adjustment upon notification to the buyer. The new prices come into force from the regulation’s order to count. Transport costs and other expenses are calculated separately.
14.1 Disputes arising from these terms of sale and delivery are settled by the Lyngby District Court.