Application and validity
These terms and conditions (the "Terms") apply to any product and service ("the Supply") provided by Nordic Computer A/S ("NC"), unless otherwise expressly agreed in writing. The Conditions apply whether NC is the main or subcontractor.
The Customer's specification of any special purchase, tender or other terms shall not be deemed a waiver of the Terms unless NC has agreed thereto in writing.
The Terms are divided into two parts: Part I contains general provisions which apply to any supply, irrespective of its nature; Part II contains supplementary provisions which apply to consultancy services in addition to Part I.
PART I: GENERAL CONDITIONS FOR SUPPLIES
Conclusion of the contract
All offers by NC are subject to prior sale and to the goods being available.
Unless otherwise specified in NC's quotation, Customer's acceptance period shall be five (5) days from the date of the quotation.
Customer's response shall be in writing, including by email if applicable, and Customer shall be bound thereby.
The final purchase agreement is only concluded when NC has received the customer's compliant response and the customer has then received NC's written order confirmation.
Licensing terms etc.
The customer is aware that the delivery may contain software, typically in the form of firmware or embedded software, which is subject to separate terms from the manufacturer, including for example licensing terms.
The Customer is obliged to familiarise itself with and comply with such separate terms, including any restrictions thereon, whether the Customer has entered into an agreement directly with the manufacturer.
NC assumes no responsibility for the software in question, including whether it is up-to-date or functional.
Technical information, guidance, legal requirements, etc.
General product information, illustrations, drawings and information on technical data, such as volume, load capacity, performance, uptime, response time and the like in product descriptions, brochures, presentation material from NC or manufacturers, etc. are only indicative. NC's information is binding only if it is given as an express written warranty by NC as part of the purchase agreement.
NC's deliveries comply with the legal requirements applicable to such in Denmark. The Customer is responsible for checking whether the Customer's specific use of the Supplies is lawful.
The Customer is aware of and accepts that delivered products may be used ("second hand") or "refurbished" and any assessment of defects shall be based on this. Used products may contain residual data from previous use and the customer is encouraged to reset and clean all products of old data before using them. NC shall not be liable for any such data or its use.
Prices and payment terms
Prices are exclusive of VAT, but inclusive of Danish customs and other national taxes.
All prices are calculated by NC on the basis of known purchase prices, exchange rates and Danish taxes etc. on the date of the offer.
If exchange rates, taxes or other price components over which NC has no direct control change prior to the date of delivery, NC shall be entitled to increase the price for the delivery by the net effect of the changes.
Unless otherwise agreed in writing, all invoices are due net in cash upon receipt by the customer.
In the event of late payment, NC shall be entitled to charge default interest at the rate of 2.0% per month commenced. Accrued interest is due at the time of accrual. In addition, NC shall be entitled to demand various statutory fees, etc. upon sending reminders.
In the event of late payment, NC shall be entitled to suspend its deliveries to the customer without notice.
NC shall be entitled to demand full or partial prepayment or security for the customer's payment.
Reservation of title
NC shall retain title to any deliveries until the full purchase price, plus any interest and charges, has been paid.
Delivery and delivery time
Delivery is ex works NC's warehouse, Strømmen 2, 9400 Nørresundby (INCOTERMS 2010) unless otherwise agreed in writing.
NC's products or services are delivered at the time stated in the offer or subsequently stated in the order confirmation. Any delivery dates are estimated and not binding on NC unless expressly stated to be firm.
In the event of a substantial delay due solely to NC's fault, the customer shall be entitled to terminate the purchase agreement if NC has not made delivery within 30 working days of receiving the customer's written complaint about the delay.
If the customer chooses to cancel the purchase agreement, NC shall be obliged to refund any amounts paid in advance. The customer may not assert any other remedies for breach, including a claim for damages, unless the customer proves that the delay was caused by NC's gross negligence or wilful misconduct.
Orders that have been shipped cannot be cancelled. Orders concerning equipment that was not in stock before the time when the customer placed the purchase order cannot be cancelled. Orders concerning equipment, that was in stock at Nordic Computer before the time of the purchase order was placed, and that have not yet shipped, can be cancelled for a fee of 25% of the price of the cancelled equipment. Orders that have been shipped cannot be cancelled.
Equipment is considered accepted unless it is rejected within 24 hours of delivery. A written rejection note must be sent to NC via the RMA form on NC’s website.
If the Customer is eligible to return equipment, he must inform NC, either by letter or e-mail, and explain the cause for returning the equipment.
All returned equipment must be followed by a RMA form. RMA forms can be filled out online at our website www.nordiccomputer.dk. Equipment cannot be accepted without approval from NC or without a RMA form.
NC will only accept returned equipment in original packaging if equipment was supplied in such.
Warranty and defects
NC does not provide any independent warranty for products or software but refers to the manufacturer thereof.
The customer is obliged to make a thorough examination of any delivery from NC immediately upon delivery and to complain to NC in writing immediately, and in any case no later than five (5) days after the defect should or could have been discovered, if the delivery does not comply with the agreement. If the customer fails to complain in due time, the right of complaint against NC shall be forfeited.
In the event of defects, including in relation to the manufacturer's warranty, NC shall assist the customer in accordance with NC's complaint procedure in force from time to time, which can be found at: https://nordiccomputer.dk/rma. NC shall be entitled to change the procedure without separate notification.
NC shall be entitled, at its discretion, either to replace the defective delivery with a non-defective one or to rework/repair the delivery or otherwise remedy the defect. In that case, the customer may not invoke any other remedies for breach of contract.
If the customer has made a complaint and it turns out that there is no defect for which NC is liable, the customer shall pay for NC's work in accordance with NC's then current prices for the assistance in question.
Either party shall be entitled to terminate the Purchase Agreement if the other party is in material breach thereof and the breach is not remedied within 60 days, except for payment default where the remedy period shall be seven days.
NC's liability and limitation of liability
Subject to the limitations set forth in the Terms, the Parties shall be liable to each other in accordance with the general rules of Danish law.
However, unless there is gross negligence or wilful misconduct on the part of NC, NC shall never be liable for economic consequential loss, operational loss, lost savings, lost profits, goodwill, image, loss of data or cost of reconstruction of data, internal time consumed at the customer or indirect loss.
NC shall never be liable for any loss of assets attributable to:
Mechanical or electrical failure or breakdown, including power failure, and breakdown or failure of telecommunications or satellite systems, unless such failure or breakdown is a direct result of NC's act or omission.
NC's liability shall further be limited in all circumstances and regardless of the degree of negligence to: i) in the case of the sale of a product: the agreed price for the product; or ii) in the case of consulting services, the lesser of: 1) 50% of the consideration (excluding disbursements) received by NC for such service or lack thereof; or 2) $50,000.
For product liability, NC shall be liable only under the mandatory rules of the Product Liability Act and NC shall not be liable for product liability on any other basis.
The customer is obliged to notify NC in writing without undue delay if the customer becomes aware that damage has occurred caused by the purchased goods, that a third-party claims that such damage has occurred or that there is a risk that such damage will occur.
The customer shall indemnify NC to the extent that NC is held liable vis-à-vis third parties for such damage or loss for which NC is not directly liable vis-à-vis the customer, including damage caused by the delivered goods to immovable or movable property, if the damage occurs when the delivered goods are in the customer's possession.
NC shall not be liable for product damage unless NC is guilty of gross negligence or wilful misconduct.
Force majeure and other obstacles
NC shall not be liable to the Customer if, after the conclusion of the Purchase Agreement, circumstances arise which prevent or delay NC's performance of the Agreement. Such circumstances may include war, war-like situations, mobilization, revolution, rebellion, civil riots and disturbances, terrorism and similar serious disturbances of the peace, natural disasters, pandemics and epidemics, strikes and lockouts, failure of subcontractors, computer viruses or similar, hacking, DoS or DDoS attacks, spam or other abnormal load on NC's or the Customer's systems, injunctions and other recommendations from public authorities and rights holders, or other circumstances over which NC has no direct control. If one or more of the aforementioned circumstances occur, NC is entitled, at its own discretion, to postpone the delivery of its services or to cancel the Agreement in whole or in part without liability.
Terrorism is an unlawful act directed against the public - e.g. a violent act or dangerous dissemination of biological or chemical substances, which is done with the aim of influencing political, religious or other ideological bodies or to spread fear.
If the conditions referred to in paragraph 13.1 persist for more than 60 days, either Party may terminate the Agreement without incurring any liability.
Unless otherwise agreed in writing, NC shall be entitled to state in its marketing, including on its website, that NC has supplied products to the Customer, including with a short case story and the use of the Customer's logo. Marketing must be fair to the customer.
The Customer is aware that certain products, software and technology may be subject to national and international export restrictions and therefore may not be re-exported or imported into certain countries and is obliged to familiarise itself with these rules in all cases where a delivery is exported, re-exported or otherwise used outside Denmark.
Customer shall not directly or indirectly export, re-export or redistribute any products, software or technology supplied by NC to any country subject to a U.S. trade embargo without the prior approval of the manufacturer or relevant authorities. or to any person/citizen or country or to any person or individual on the "Entity List" or "Denied Persons List" maintained by the U.S. Department of Commerce, or the "Specifically Designated Nationals and Blocked Persons" list maintained by the U.S. Department of Treasury or other similar European or local legislation.
In addition, no products, software or technology provided by NC may be exported, re-exported or redistributed to anyone engaged in activities related to weapons of mass destruction. These activities include, but are not limited to, activities related to: (1) design, development, production or use of nuclear materials, nuclear facilities, nuclear weapons; (2) design, development, production or use of missiles or support of missile projects; and (3) design, development, production or use of chemical or biological weapons.
Customer shall, without limitation, indemnify NC for any consequences of Customer's breach of the provision of this Section 15, including paying any fines and damages that may be imposed on NC as a result of the breach. In addition, the Customer shall pay damages in accordance with the general rules of Danish law, the parties agreeing that loss of goodwill, consumption of internal time at NC and any fines in this connection shall be counted as direct loss.
Disputes between the parties which cannot be resolved amicably shall be governed by Danish law. The conflict-of-law rule does not include rules of private international law or other rules which lead to the application of law other than Danish law.
Any dispute arising in connection with a sales contract, including disputes concerning the existence or validity of the contract, shall first be referred to mediation by the Arbitration Institute in accordance with the rules for mediation adopted by the Arbitration Institute. If mediation is discontinued without the dispute being settled, the dispute shall be finally settled by arbitration at the Arbitration Institute in accordance with the rules for arbitration adopted by the Arbitration Institute."
The arbitral tribunal shall consist of one arbitrator.
The place of arbitration shall be Nørresundby.
Notwithstanding the above, NC shall be entitled to bring an action, including an action for non-payment, before the court in the district in which the Customer carries on business.
PART II: CONDITIONS FOR ADVISORY AND CONSULTANCY SERVICES
In addition to PART I, the following shall apply to advisory and consultancy services (additional provisions):
NC shall provide advice and consultancy services in relation to its supplies only if this is set out in a separate agreement for the provision of advice and consultancy services, which shall specify the scope of the services, the prices and the delivery dates.
Unless such an agreement specifies that NC shall deliver a specific result, NC shall provide assistance only in the form of man-hours. In such cases, NC shall be entitled to its remuneration once the hours of work have been delivered.
NC is not responsible for legal advice and the Client is invited to examine for himself in each case whether the solutions indicated by NC can or should legally be used by the Client in the form delivered.
Unless otherwise agreed in writing, NC shall calculate its remuneration for its consultancy services on the basis of time spent at NC's usual hourly rates for the consultancy category concerned or at the price normally charged by NC for the service in question.
In addition to its remuneration, NC shall be entitled to reimbursement of all documented and reasonable expenses incurred by NC in connection with the performance of the tasks for the client, including travel and transport costs, meals, rent of premises of third parties, etc.
NC's consultancy services are provided by NC itself, including NC's subcontractors, and do not, to NC's knowledge, infringe the rights of third parties.
NC's consultancy services are provided by qualified personnel.
NC makes no other warranties.
Provision of services
If a consultancy service is not agreed as a performance obligation, the effort is considered delivered as NC consumes time on the service.
In case of delay due to the client's circumstances, NC is entitled to postpone the delivery time to the extent NC deems necessary. If NC is unable to employ resources as a result of the customer's delay, the customer shall pay for these to have been made available at the applicable hourly rate. NC shall, however, be obliged to make a loyal effort to employ the resources with work for third parties.
Changes to the Customer's system
If, without prior agreement with NC, the Client makes changes to its system or requires changes to be made which affect NC's services, NC shall be entitled to claim release from the agreed schedules with effect from the date of the changes and to claim an increase in its remuneration from the same date if the changes result in additional work for NC.