Trading terms
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.
1. Definitions
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.
2. Contracts
All orders must be in writing and are not binding unless accepted by the Company in writing. No terms or conditions put forward by the Costumer and no representation, warranties, guarantees 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.
No order that has been accepted by the Company can be cancelled or changed by the Customer unless the Company agrees on such cancellation or change in writing. In such an event the Customer shall indemnify the Company in full against all losses, costs and/or damages incurred by the Company due to the cancellation or change.
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. Unless previously withdrawn, the Company’s quotation is open for acceptance within the period stated therein, or, when no period is stated, within 14 days after the quotations date.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. All prices are subject to prior sale.
4. Manufacturer’s specification
The Customer recognizes that the Company is a distributor of goods and that all goods are refurbished, 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
n accordance with trade practice many manufacturers or suppliers of computer software products 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.
6. Delivery
a) Dates and times quoted by the Company for delivery run from 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 or to claim damages without the Company’s approval.
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 7 days of receipt of an incorrect delivery of goods or missing, non-delivered goods. After 7 days 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).
7. Payment
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 Customer 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) The payment shall be paid in full without withholding of any kind. Set offs or counterclaims only by the Company’s prior approval.
d) 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 foreseen or prevented. This includes, but is not limited to, Acts of God, war, armed conflict or terrorist attack, riot, fire, explosion, accident, flood, sabotage, or labor trouble, strike, lockout or injunction, plagues, epidemics or pandemics.
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 applicable 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.
9. Insolvency
In the event that the Customer is declared insolvent or compounds with its creditors or has distress 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 appointed for whatever 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) Unless otherwise agreed, Risk of loss or damage to the goods shall pass to the Customer EXW (Ex Works) upon delivery, as written above, and the Customer shall be responsible for insurance of the goods after the risk has passed.
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.
12. Returns
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. Unless otherwise agreed a 30% restocking fee of the value of the goods will be deducted for returning regular stocking items. Non-regular stocking items are not subject to return.
13. Returns procedure
If the Customer is entitled to return goods to the Company, the Customer shall:
a) Notify the Company in writing and ensure that the Company has 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 returned to the Company if securely packed in the original packaging or equivalent to which the goods were delivered.
14. Hardship
If there has been a substantial change in business, monetary, or commercial conditions beyond the Company’s control at any time prior to the performance of the Contract, and this leads to the Contract will become excessively onerous for the Company, the Company may notify the Customer that it wishes to meet and review the conditions of the Contract in the light of the changed conditions. The Customer shall meet with the Company to discuss and to negotiate alternative contractual terms in good faith which reasonably relieve the Company from such hardship. If no agreement on a mitigation of the events is reached within fourteen (14) calendar days from the date of the Company’s request for such meeting, the Company shall be entitled to terminate the Contract. Such termination shall not be considered a breach of contract and any liability is excluded.
15. Export requirements
a) The Customer is advised that the goods may be subject to U.S. government or EU export regulations and where these apply it is the Customer’s sole responsibility to obtain authorization from the U.S. government or the EU before re-exporting the goods from the country of purchase. The Customer warrants that it will not export, re-export, or otherwise distribute Goods, or any direct products thereof, in violation of any dual use restrictions and export control laws or regulations of the U.S., the EU or any EU/EFTA member state. This includes that the Customer will not export or re-export, directly or indirectly, any Goods to embargoed countries or resell any Goods to companies or individuals restricted from purchasing such Goods, including those listed on the Sanctioned Parties List published by the U.S. Government and similar lists issued by the EU or EU/EFTA countries. Further, the Customer will not resell, export or re-export any Goods with knowledge that the Goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballistic weapons, or in a facility engaged in such activities, unless the Buyer has obtained prior approval from the U.S. Government, the EU or the competent EU/EFTA member state's government agency.
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.
16. General
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.
Failure by the Company to exercise or enforce any rights under these terms and conditions shall not be deemed to be a waiver of any such right, nor to be a bar to the exercise or enforcement thereof at any time or times thereafter.
Except to the extent required by law, or by request of a competent government entity, agency, court or tribunal thereof, or as otherwise necessary to comply with governmental requirements, the terms and conditions of the Contract may not be disclosed to third parties other than to affiliates who agree to be bound by the same confidentiality provisions. The Company may disclose to a third-party terms and conditions of the Contract for the purposes of performing the Contract.
17. Law
The Contract shall be deemed to have been made in Denmark and shall be governed in all respect 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.
