These terms and conditions shall apply to all contracts entered into between the Company and the Customer unless agreed to the contrary in writing by a director of the Company.
In these terms and conditions of trading “the Company” means Ping IT A/S and “The Customer” means the Customer to whom the Company agrees to supply goods.
“Goods” means any equipment or services supplied by the Company.
“Contract” means the written agreement (including these Trading Terms) made between the Costumer and The Company for the supply of the goods.
All orders must be in writing and are not binding unless accepted by the Company.
No terms or conditions put forward by the Costumer and no representation, warranties, guaran-ties or other statements not contained in the Company’s quotation or acknowledgement of order nor otherwise expressly agreed in writing by the Company and the Costumer shall be binding.
All orders are subject to availability of goods and to written acceptance by the Company. Any prior indications by the Company by telex, telephone, facsimile, or verbally are provisional only, and shall not be considered a final quotation.
3. Quotations and prices
Catalogues, price lists, videos and other advertising or promotional material are only intended to provide an indication as to the price range and dimensions of goods offered by the Company. Any variations in the prices or quotations from the latter shall not be substance for any claim against the Company.
The Company reserves the right to pass on to the Customer any increase or decrease in the costs of providing the goods that occur between the date of any quotation and the date of deliv-ery.
Unless previously withdrawn, the Company’s quotation is open for acceptance within the period stated therein, or, when no period is stated, within 14 days after the quotations date.
Prices are firm for delivery and are exclusive of Value Added Tax and any similar and other taxes, duties levies or other like charges arising in connection with the performance of the Contract.
4. Manufacturer’s specification
The Customer recognizes that the Company is a distributor goods and that all goods are refur-bished, unless otherwise stated. Although the Company will try to notify the Customer of any variations of which it is aware the Customer accepts that the Company cannot be accountable for the consequences of any variations made by the manufacturer or because of shortage of supplies.
5. Software products
In accordance with trade practice many manufacturers or suppliers of computer software prod-ucts and similar goods retain title to the copyright and other intellectual property rights. The Company only transfers such titles as it may have and no warranties expressed or implied are given as to whether or not the intended use is permitted by the owner of such rights.
a) Dates and times quoted by the Company for delivery run form the receipt by the Company of a written order or from resolution of technical details whichever is the later. All dates and times quoted are estimates only and any delay in meeting delivery dates will not give rise to a right to cancel the order.
b) Offers for goods ex-stock are subject to the goods being unsold at the time of the Customer’s order or resolution of technical details whichever is the later.
c) Unless specifically included in the quotation, prices do not include delivery and any delivery charges incurred by the Company will be passed on to the Customer.
d) The Company reserves the right to make part deliveries. Any request by the Customer for the Company to delay or split deliveries may result in a stocking charge and any additional costs incurred by the Company being debited to the Customer.
e) The Customer must notify the Company within 24 hours of receipt of an incorrect delivery of goods or missing, non-delivered goods. After 24 hours the Company shall not be liable for any claims by the Customer for incorrect delivery or missing, non-delivered goods.
f) If the quotation does not state anything else, the delivery shall be seen as EXW (Ex Works).
a) Payment of goods is to be made in full prior to the goods being dispatched by the Company, unless otherwise agreed, and the Company is entitled to withhold the goods, until payment is received.
b) If the Company fails to make payment as provided for above, the Company will (in addition to any other remedies) charge and be entitled to be paid by the Customer interest on overdue accounts at the rate of 2% per month or part thereof until payment is received.
c) In addition to any other rights available, the Company shall have the right of access to enter the purchaser’s premises and to take possession of any goods supplied by the Company for which payment is overdue. In exercising such rights to enter and remove goods the Company will not be responsible for any damage thereby caused.
d) The payment shall be paid in full, without set-off, counterclaims or withholding of any kind.
e) All payments must be made in the same currency as stated in the Contract.
8. Force Majeure
The Company shall not be liable for any loss whatsoever suffered by the Customer in the event of cancellation of the agreement to supply goods if the supply of the goods would be illegal, contrary to manufacturer’s conditions of sales or the agreement is impossible for the Company to perform for whatever reason.
The Contract shall be suspended, without liability, in the event of circumstances that could not be prevented in the case of e.g. Act of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage, or labor trouble, strike, lockout or injunction.
The Company shall have no obligation to supply hardware or software in the absence of government permits or fulfilment of statutory conditions of exemption from such permits within the framework of import and export control. In particular, according to the regulations applicable in the United States, the European Union and the jurisdiction in which the Company has its registered office or from which components of the goods are supplied, and the underlying circumstances could not be foreseen by the Company and are outside of the Company’s sphere of influence.
In the event of revocation of issued government permits or in the event of a change in the appli-cable statutory import and export control regulations such that the Company is prevented from fulfilling the contract, the company is discharged from the contractual obligation without any liability of the company.
In the event that the Customer is declared insolvent or compounds with its creditors or has dis-tress levied against its goods or assets, or in the case of a limited Company compounds with its creditors, or has distress levied against its goods, assets or is wound up or has a receiver ap-pointed for whatsoever reason, the Company shall have the right to suspend deliveries until payment has been made for goods already supplied and for all outstanding orders.
In the event of insolvency, the Company has the right to cancel the contract, and claim the amount owed due to the contract to the estate which the insolvency will gather.
10. Title and risk
a) Risk in the goods shall pass to the Customer at the time of delivery to or collection by the Customer or its agent whichever is the earlier.
b) Retention of title: The Company keeps full title to all supplied goods, unless otherwise agreed, until the purchase price, including interest, any costs and any other outstanding accounts between the Company and the Customer have been settled.
c) Risk of loss or damage to the goods shall pass to the Costumer EXW (Ex Works) upon deliv-ery, as written above, and the Costumer shall be responsible for insurance of the goods after the risk has passed.
d) Until the title to the goods passes to the Customer, the Customer shall make sure that its fidu-ciary capacity is the same, as the bailee for the Company and shall keep the goods separate and ensure that the goods are at all times identifiable as the Company’s property.
The Company reserves the right to dispose of the goods and the Company may retake posses-sion of the goods at any time. For that purpose, the Customer agrees that the Company or its servants and agents may enter upon any land or premises occupied or used by the Customer.
11. Claims against the Company
The Customer recognizes that the Company is not the manufacturer of the goods supplied. The Company will pass on to the Customer all (if any) unexpired warranties it receives from the manufacturer(s). The Company shall not be liable for indirect loss, including loss on operations, interruption of operations, loss of profits, related costs/expenses, etc., as a result of a notice of non-conformity, delay, etc. Any claim made by the Customer in relation to the shipment or claims derived from the present delivery agreement, including claims relating to non-conformity or delay, etc., shall not exceed the purchase price of the goods.
The Company shall be liable to the Costumer, only for damages caused with intent or gross negligence. The Company shall be liable for each fault of its personnel causing damage when the event is a breach of material contractual obligations.
All goods shall be deemed accepted unless rejected within 7 days of delivery or collection of the goods. Notice of rejection must be delivered in writing to the Company giving detailed reasons for rejection.
No compensation, credit, or right of set-off shall be given by the Company until the same has been received by the Company from the manufacturer, supplier or insurer as the case may be deemed invalid for the purposes of this clause.
13. Returns procedure
If the Customer is entitled to return goods to the Company, he shall:
a) Notify the Company in writing and ensure that the Company have received the notification of its desire to return the goods together with the reason for the return.
b) Obtain from the Company a designated return label which will contain an identification number and which shall be affixed by the Customer to the packaging in a prominent position. This procedure is solely for administrative convenience and the issue of a return label shall not be taken as an admission of any fault in relation to the goods being returned. No goods shall be returned without the Company’s prior approval.
c) Goods will only be accepted back by the Company if packed in the original packaging in which the goods were delivered.
14. Export requirements
a) The Customer is advised that the goods may be subject to U.S. government export regulations and where these apply it is the Customer’s sole responsibility to obtain authorization from the U.S. government before re-exporting the goods from the country of purchase.
b) Where the goods are destined, directly or indirectly, for a non-Danish location or where the Customer is stated not to be a Danish resident, the Customer will be solely responsible for all bank charges, fees, agency fees, commission and interest on overdue payments in respect of all drafts, cheques, bills of exchange, letters of credit or credit transfers and no deduction whatsoever in respect thereof may be made from any payment to the Company or to its order.
c) The Customer shall also ensure that the equipment is fit and suitable for import and use in the country or countries of importation and that equipment and relevant documentation comply with all necessary governmental or other official regulation, safety requirements, specifications or requirements whatsoever, including certificates of origin.
d) The Customer agrees that all applicable import, export control and sanctions laws, regulations, orders and requirements, as they may be amended from time to time including without those of the United States of America, the European Union and the jurisdictions in which the Company and the Costumer are established, will apply to the usage of the goods.
If and to the extent that any provision or any part of the Company’s standard trading conditions are illegal, void, or unenforceable for any reason, then such provisions or part therefore (as the case may be) shall be deemed to be severable from the remaining provisions or parts of the relevant provisions, as the case may be all, of which remaining provisions shall remain in full force and effect.
The Contract shall be deemed to have been made in Denmark and shall be governed in all re-spect by Danish law and all disputes, differences or questions at any time arising between the parties as to the construction, validity and performance of the Contract or as to any matters arising out of the Contract or in any way connected with it shall be determined by the Danish Courts of law to whose jurisdiction the Company and the Customer hereby submit.