General Terms & Conditions

Inwatec ApS

GENERAL TERMS OF BUSINESS for Inwatec ApS – May 2015
Central Business Register (CVR) DK-32139922

1. Contractual basis
1.1. All supplies by Inwatec to a customer are made according to these General Terms of Business, unless otherwise agreed in writing between the Parties.

2. Offer, order confirmation and prices
2.1. Any offer made by Inwatec to a customer is binding for 30 days as
from the date of offer, unless otherwise expressly indicated in the offer.
2.2. No final agreement has been concluded until the customer has accepted the offer and Inwatec has issued a written order confirmation to the customer.
2.3. If the customer objects to the order confirmation, such objection must be made immediately in writing and, in any event, no later than 5 days after receipt of the order confirmation.
2.4. All prices are exclusive of VAT and any other governmental indirect tax. Any costs relating to transport or insurance are to be paid by the customer in addition to the price agreed.
2.5. Inwatec reserves the right to adjust the price agreed in line with exchange rates, cost prices, wages, transport, customs tariff rates and any other factor applying at the time of delivery, of possible relevance to the supply in question, and beyond the control of Inwatec.
2.6. If the customer asks Inwatec to carry out work in addition to the work originally agreed, Inwatec is entitled to payment for such work.
2.7. All material delivered with tenders is Inwatec's property. The material cannot be misused or disclosed to third person, and must be returned to Inwatec on request if the offer does not lead to order.

3. Technical information
3.1. In the absence of any specific agreement on individual parts of the supply, the quality of such supply will be the one deemed by Inwatec to be the most appropriate given the customer’s needs and the price agreed.
3.2. Technical information, including as regards capacity, dimensions, specifications, etc, reproduced in catalogues, brochures, instructions, etc on the functioning and use of products is for guidance only, unless otherwise agreed in writing.
3.3. Inwatec reserves the right to make any changes in the supply if expedient from a technical point of view.

4. Cooperation
4.1. The Parties are to cooperate, taking a positive, professional and responsible approach. In this respect, the Parties are to exhibit the flexibility considered to be reasonable and usual in connection with supplies such as the one in question.
4.2. Upon request, the customer is to assist Inwatec in obtaining information and to make any necessary decision in order to complete the supply with the necessary speed.
4.3. The Parties are to inform each other on an ongoing basis of any matter deemed to be of importance for any specific supply.

5. Delivery
5.1. Delivery is to be Ex Works the premises of Inwatec (Incoterms 2010), unless otherwise agreed in writing. Any agreement on transport by Inwatec to another address and on any payment of the relating costs constitutes no derogation from delivery Ex Works (Incoterms 2010). In the event of any derogation, the relevant Incoterm 2010 must be stated expressly in the Parties’ agreement.
5.2. Notwithstanding the above, delivery to the customer directly from one of the sub-suppliers of Inwatec is to be subject to the transport conditions of the sub-supplier in question.
5.3. Delivery is to be effected at the time agreed with the customer. That does, however, not apply if delivery within the time stipulated is prevented due to factors on the part of the customer. In that case, Inwatec is entitled to demand extension of the time for delivery as well as compensation for costs.
5.4. Inwatec undertakes to take appropriate steps to ensure delivery within the time stipulated. Late delivery does not entitle the customer to pursue any remedy for breach in this respect.

6. Non-conformity and complaint
6.1. A supply is non-conforming if it does not fulfil the specification agreed and this is not a matter of a minor variation.
6.2. If the supply is non-conforming, the customer is to be obliged to complain in writing immediately and no later than 2 weeks after delivery if the customer found or ought to have found such non-conformity in connection with delivery. Complaints must, in any event, be made within the warranty period, see Section 7.2.
6.3. If the customer fails to complain or complains too late, the customer’s right to rely on the non-conformity is forfeited.
6.4. The complaint must, as a minimum, include a written specification of the non-conformity. The customer is entitled to demand only that the non-conformity be remedied by Inwatec.
6.5. If the customer itself procures any material, set-up, etc for the supply, Inwatec is not to be liable for any non-conformity attributable to such material etc.
6.6. Delivered goods may only be returned after separate written agreement with Inwatec. Produced items and procured items are not returnable. The customer will be charged a restocking fee of 20%.

7. Warranty and service
7.1. Inwatec warrants that the supply is made in accordance with good IT practice.
7.2. The warranty on hardware is 12 months from delivery. The service does not include transportation, travel allowances, travel time allowances, hotel and possibly shipping. Possible work outside normal working hours is paid by the customer. Damage to equipment as a result of irregular or unexpected use or connection is not covered under warranty. Any liability for defects and warranty obligations ends if other than Inwatec, without prior agreement, makes changes or service on the equipment. The customer is responsible for documenting that the equipment is under warranty in terms of a copy of the invoice or delivery note. The warranty is voided in case of hourly projects/assignments unless
otherwise agreed in writing in advance.
7.3. Inwatec offers to the customer the conclusion of a separate service agreement concerning the supply to ensure speedy support, remedy of any non-conformity and software update for the customer.

8. Payment
8.1. Unless otherwise agreed, payment is due no later than 30 days after the date of invoice. Based on information about the customer's financial situation including credit information Inwatec reserves the right to change the given payment terms.
8.2. Interest is charged at the rate of 2% per month as from the due date until payment is made.
8.3. In the event of late payment, Inwatec is entitled to a reminder fee of EUR 20 per reminder.
8.4. The customer is not entitled to any setting off against payments due to Inwatec.
8.5. Minor deficiencies and minor delays in delivery do not justify the withholding of any part of payments to Inwatec.

9. Ownership, intellectual property rights, etc
9.1. The customer obtains only a non-assignable right of use for an indefinite period of time to software developed by or for Inwatec. Such software may be installed on one computer only and be used for the customer’s internal purposes only. The customer may not copy the software, except for 2 backup copies.
9.2. The customer is not entitled to reverse engineer or amend the software supplied or carry out maintenance itself of such software, except for any customer-specific software developed especially for the customer according to agreement.
9.3. The customer may be obliged to conclude a separate licence agreement on the use of third-party software. In such case, the customer’s use is to be governed by the licence agreement in question.
9.4. Inwatec is to incur no liability whatsoever for any third-party software. That also applies in respect of any third-party software incorporated into the software of Inwatec if the presence of such software has been pointed out to the customer.
9.5. Inwatec reserves all rights in the software etc sold until the aggregate invoice amount for the supply in question has been paid.
9.6. Inwatec is entitled to use the customer’s name in connection with promotion, marketing and public reference lists.

10. Liability defect
10.1. Inwatec is to be liable under the general rules of Danish law.

11. Limitation of liability
11.1. Inwatec accepts no liability for claims which exceed the invoiced value of the Goods.
11.2. Inwatec accepts no liability for defects other than in accordance with these terms, and thus is not liable for any loss caused by any other defects including but not limited to consequential loss, loss of earnings, loss of interest or other indirect loss.

12. Product Liability
12.1. Inwatec accepts no liability for consequential loss, loss of earnings, damage to the property of professional traders, or other losses other than as required by law.
12.2. Inwatec is covered by an insurance policy concerning product liability with a maximum amount of 10.000.000,00 DKK.
12.3. The costumer is to indemnify Inwatec to the extent, that liability is imposed on Inwatec in relation to any third party for such damage and loss as were caused by the supply following delivery.

13. Sub-suppliers
13.1. Inwatec is entitled to arrange for work to be carried out, in whole or in part, by sub-suppliers.
13.2. In that case, Inwatec is to be liable for such sub-suppliers in the same way as for its own supplies.
13.3. Inwatec is not to be liable in respect of any standard equipment supplied by a sub-supplier, but assigns its rights, including any warranties, in relation to such sub-supplier to the customer. It is then up to the customer to raise a claim against the sub-supplier in question.

14. Force majeure
14.1. In any event beyond the control of Inwatec, such as industrial dispute, breakdown of machinery, fire damage, power failure, failing raw-material supplies, government measures, war, terrorism or riots, Inwatec is entitled to postpone delivery. If Inwatec wishes to rely on this provision, the customer must be informed without undue delay.
14.2. Either Party is entitled to terminate the agreement by written notice to the other Party if performance of the agreement within reasonable time becomes unreasonable due to any of the events specified in this Section. Neither Party is to have any claim against the other in this respect.

15. Disputes
15.1. Any dispute arising out of or in connection with these Terms of Business, or any agreement between the Parties, that cannot be resolved by the Parties themselves by negotiation is to be settled under Danish law by arbitration before the Danish Institute of Arbitration according to the relevant rules of procedure adopted by the Institute and in force at the time of the commencement of arbitration proceedings.

16. Special conditions
16.1. To the extent nothing else is defined in present Terms of Business, the parties agree that "NL 92 General Conditions for the Supply of machinery and other mechanical, electrical and electronic equipment" applies. In case ofdiscrepancies between NL 92 and these Terms of Business the latter shall prevail. NL 92 can be obtained from Inwatec on request.