Sale and delivery terms
1.1 These terms of sale and delivery apply between Care4farm ApS (hereinafter referred to as “Care4farm”) and the customer (hereinafter referred to as “the Customer”) in any sale, unless they are expressly deviated from or modified by other written agreement and it can be established with certainty that has been intended to derogate from the present conditions. The customer accepts the terms by placing his order or confirming an offer from Care4farm.
1.2 Care4farm may refuse to deliver, if the Customer does not accept these sales and delivery terms.
1.3 Care4farm's employees are not authorized to enter into oral agreements in addition to or in violation of these sales and delivery terms.
1.4 The Customer is made aware of, that Care4farm may make changes to the terms on an ongoing basis and the Customer is, therefore, encouraged to familiarize with the terms each time an the customer enters an agreement with Care4farm.
2 GENERAL CONTACT AND BUSINESS INFORMATION
2.1 Care4farm's full company name, physical address and other contact information are:
Company Nr. 34091986
2.2 The customer has the opportunity to contact Care4farm’s support during Care4farm's opening hours, which are Monday - Thursday at 8.00 - 16.00 and Friday at 8.00 - 12.00 on phone number. 76 13 44 44
3 TECHNICAL INFORMATION, INFORMATION, PRODUCT INFORMATION, DRAWINGS, CATALOUGS, DESCRIPTIONS, ETC.
3.1 The illustrations in Care4farm's brochures, sales material or similar, indication of measurements, weights etc. are for information only and are only binding to the extent that they are expressly referred to the offer or order confirmation.
3.2 Care4farm reserves the right to make changes in the execution without prior notice to the Cstomer. Changes made and consequent cancellation of the purchase do not entitle the Customer to any form of compensation.
All drawings and technical documents left to the Customer before or after the conclusion of the agreement remain the property of Care4farm. Drawings and technical documents may only be used in the execution, commissioning, operation and maintenance of the delivery and may not be copied and / or used to third parties without Care4farm's written consent.
4 CONTRACT CONCLUSION - OFFERS AND ORDER CONFIRMATION
4.1 A binding agreement is only entered into when the Customer has accepted a written offer in accordance with the content of the offer, or when Care4farm has either commenced delivery or sent a written order confirmation of the submitted customer offer.
4.2 The customer can only rely on the content of individual agreements and order confirmations, and the information provided in connection with the order. If there are discrepancies between offers, information submitted and order confirmation, the order confirmation takes precedence.
4.3 All submitted bids must be understood as free-standing and are - unless otherwise stated - valid for 30 days from the offer date. Furthermore, intermediate sales of offered goods are always reserved, even if this is not explicitly stated in the offer.
4.4 The customer is obliged to check submitted order confirmations. Any objections to the content of the order confirmation must be submitted immediately and in writing.
5.1 All price indications are in DKK excluding VAT, unless otherwise expressly stated. All prices are daily prices, and Care4farm may change these on an ongoing basis, but not with regard to already ordered goods and / or services.
5.2 Reservations are made for price changes, proofreading errors, incorrectly stated prices and other conditions that may lead to information of incorrect prices. In that case, Care4farm is entitled to cancel an agreement entered into and is not liable for losses as a result.
5.3 Costs for installation and commissioning are not covered by the stated prices, unless otherwise agreed in writing.
Payment must be made in accordance with the order confirmation or invoice sent by Care4farm. Unless otherwise stated in the order confirmation or invoice, the purchase price is due for payment 8 days after the invoice date. Care4farm is entitled to issue an invoice as soon as the order is accepted. Care4farm may require that delivery and / or production of goods can only take place against full or partial prepayment.
Care4farm has the right to investigate the Customer's creditworthiness and obtain information about the Customer's persons entitled to purchase, etc.
If the payment deadline is exceeded, the Customer pays interest of 2% commencing the month of the balance due from the latest timely payment date and until payment is made. Care4farm is entitled to charge a reminder fee of DKK 100.00 for each reminder letter.
In the event of the Customer's default, Care4farm is entitled to withhold other ongoing but not yet executed deliveries to the Customer. Care4farm is also entitled to prevent the delivery of delivered goods and to cancel previously submitted offers and / or order confirmations until the Customer has paid the purchase price and accrued interest. Regardless of whether other payment terms have previously been agreed with Care4farm, Care4farm is entitled, in the event of the Customer's delay in the payment of the purchase price, to make future deliveries conditional on cash payment or that the Customer provides the necessary security.
If delivery is postponed due to the Customer's circumstances, there is no change in the time of payment.
The customer is not entitled to make a delay in payment of invoice amounts, even in the event of a complaint before the invoice due date.
Delivery time is calculated from the latest of the following times:
Care4farm's confirmation of Customer's order.
Clarification of all technical and commercial matters.
The expected delivery time will be stated in the submitted offer. The delivery time is according to the best estimate stated as accurately as possible. Care4farm assumes no responsibility for direct or indirect losses due to exceeding the delivery time.
Where the offer does not contain information about delivery time, delivery will take place within a reasonable time, which in all cases can be a minimum of 30 days. Partial deliveries can take place.
If there are deviations in relation to the stated approximate delivery time, Care4farm informs the Customer about this.
INCOTERMS 2010 EXW is valid. Delivery always takes place ex factory, unless otherwise agreed. If another place of delivery has been agreed, the Customer pays shipping costs and bears the risk of the goods being shipped. The risk is thus transferred to the Customer when the item has been made available to the Customer at Care4farm's address or has been handed over to a carrier.
If delivery cannot be completed as a result of the Customer's circumstances, the goods remain at Care4farm's or third party's warehouse at the Customer's expense and risk. Care4farm is entitled to charge storage rent and have costs etc. covered.
If the Customer chooses to terminate the agreement due to Care4farm's significant delay, the Customer is only entitled to a refund of any consideration already paid for the delayed service, but not consideration for other services. The customer may not assert other default rights in connection with the delay that has occurred and is thus barred from claiming compensation of any kind, including compensation for operating losses, consequential damages or other indirect damage.
If Care4farm's delay is caused by circumstances for which the Customer is responsible, Care4farm's delivery deadline is postponed by the number of days that corresponds to the delay that has occurred. If Care4farm is unable to dispose of the internal resources as provided due to the Customer's delay, Care4farm is entitled to demand remuneration for the employees who were disposed of to provide the service or the extraordinary resources, that Care4farm has had to use as a result of the delay.
Care4farm reserves the right to sell out items, any price errors, unforeseen operational disruptions and missed or delayed deliveries from subcontractors. The customer will be informed immediately after ordering.
If delivery does not take place within the agreed delivery time, cf. 7, the Customer must submit a request to Care4farm and set a reasonable deadline for delivery. If delivery does not take place within the deadline thus determined, the Customer is entitled to terminate the agreement by written notification to Care4farm unless the delay is due to a force majeure situation, cf. also section 14.
If the delay-eligible delay covers only part of the total delivery, the Customer is only entitled to cancel the agreement for the delayed part of the delivery.
The customer may not exercise other default powers in case of delay.
9 COMPLAINTS AND DEFECTS
In order for a complaint to be considered justified, it is required in all cases, that the Customer has fulfilled its ordinary duty to investigate in accordance with the general rules of Danish law immediately after delivery. Complaints to Care4farm about defects that were or should be discovered during this investigation must be submitted no later than two (2) weeks after the Customer has received the product and / or service. Otherwise, the complaint will be rejected as submitted too late.
Complaints regarding quantity deviation must be submitted no later than eight (8) days after delivery has taken place. Otherwise, the complaint will be rejected as submitted too late.
The complaint must be in writing. Complaints do not mean, that the Customer can fail to comply with agreed payment terms, cf. also section 7.
For defects that were not or could not have been discovered in connection with the fulfillment of the inspection obligation upon delivery, a complaint must be made as soon as the defect can be ascertained and no later than before the end of the complaint period.
Along with the Customer's complaint, pictorial material must be included that can visually document that the product and / or service is defective.
For hardware deliveries, Care4farm undertakes for a period of 12 consecutive months after the invoice date without undue delay, to carry out replacement or repair at Care4farm's choice, when there are defects in the delivery due to defects in design, material or workmanship.
On software deliveries, Care4farm undertakes to carry out any defects in a period of six (6) months after invoicing.
For software deliveries provided by third parties, Care4farm bears no responsibility, but transfers promised rights to the Customer.
Care4farm's liability for defects does not include defects due to a design or execution prescribed by the Customer. Care4farm's liability does not cover defects due to changes, repairs or use that have not been approved in writing by Care4farm.
Care4farm decides whether the remediation of deficiencies is to take place at the Customer or at Care4farm. The liability for defects does not cover costs for transport, travel expenses and / or shipping.
Disassembly and assembly costs are not covered by the remedy right.
Defective parts, that need to be replaced or repaired are the property of Care4farm, and must be returned to Care4farm at the Customer's expense.
Care4farm assumes no responsibility or liability for damage to other equipment or other property, operating loss, loss of profit or other derivative damage for any reason.
The customer cannot assert other default rights against Care4farm.
10 PROPERTY RESERVATIONS
The item is sold with retention of title and is Care4farm's property until the Customer has paid the full purchase price plus interest and costs as well as any expenses regarding the sale, which may have been incurred by Care4farm on behalf of the Customer.
11 PRODUCT LIABILITY
Care4farm assumes product liability for damage to person or thing caused by products or services provided by Care4farm in accordance with the rules of the Product Liability Act, provided the damage is due to a defect in the delivered product and provided the delivered product is used in accordance with its purpose and accompanying instructions. Any product liability as developed in case law is expressly disclaimed.
Care4farm's product liability does not include damage of the delivered product itself.
The product liability also does not cover loss of assets associated with new acquisitions, repairs, etc. of the delivered defective product, operating loss, loss of time, loss of profit and similar indirect loss as a result of an otherwise covered person or property damage.
Furthermore, the product liability does not cover damage to or loss in respect of items of which the delivered defective product is made, incorporated in or joined with, or loss in respect of items of which the delivered defective product is used for manufacturing or processing.
Product liability only covers damage caused by a delivered product or service when the use has taken place in Denmark.
To the extent that Care4farm may be imposed product liability to third parties, the Customer is obliged to indemnify Care4farm to the same extent as Care4farm's liability is limited in these sales and delivery conditions. If a third party makes a claim against one of the parties for liability in accordance with this section 11, that Party shall immediately notify the other Party thereof. Care4farm and the Customer are mutually obligated to be sued in the court or arbitral tribunal dealing with claims for damages brought against one of them on the basis of damages or losses allegedly caused by the delivery.
The maximum claim that can be made against Care4farm for product liability for property damage is DKK 10 million.
12 PARTICULARY REGARDING SOFTWARE DELIVERIES
12.1 "Software" includes all supplied software products, including backups, documentation and program media.
12.2 Software and all associated rights, including copyright, copyrights and industrial rights, etc., are and remain the property of Care4farm unless it is a supply from a third party, then the conditions of the third party apply.
12.3 The end customer is not entitled to sell, mortgage, transfer, lend or rent software, either in whole or in part to others, whether this is done free of charge or against payment.
12.4 The Customer may, however, transfer its rights and obligations, provided that the Customer himself ceases all use of software and associated hardware.
12.5 The customer is not entitled to remove trademarks, trade names or similar.
Subscriptions are paid in advance. Delivery is paid up to and including the next 31.12. in the first year. Afterwards payment for one year at a time is effected.
12.6.1 Termination of subscription
Subscription can be terminated with 3 months notice to the end of a subscription period
13 LIMITATION OF LIABILITY
Care4farm is not liable for a) delay, b) cancellation of order, c) violation of third party rights.
Regardless of the basis on which a claim is raised and regardless of the degree of negligence, Care4farm is not liable for indirect losses or consequential damages such as operating losses, profit losses, loss of data or costs in connection with its re-establishment, loss of goodwill, distortion of messages, loss of expected savings and similar. Care4farm's liability for any loss or damage is limited to the amount the Customer has paid for the item (or lack thereof) on which the claim is based.
Care4farm's financial liability, where this is not waived, is in all cases limited to the price of the defective item.
To the extent that Care4farm may be held liable to third parties, the Customer is obliged to indemnify Care4farm to the same extent as Care4farm's liability is limited in accordance with this section 13.
14 FORCE MAJEURE
Care4farm is not liable to the Customer when, after the conclusion of the agreement, circumstances arise which prevent or postpone Care4farm's fulfillment of the agreement. Such circumstances may include war, mobilization, riots, terrorist acts, natural disasters, strikes, lockouts, computer viruses, hacking, injunctions from public authorities and / or rights holders, or other circumstances over which Care4farm has no direct control.
15 PERSONAL INFORMATION
By accepting these sales and delivery conditions, the Customer also gives consent for Care4farm to process the Customer's personal data, which the Customer submits to Care4farm in connection with ordering the order. Care4farm will not use this information for purposes other than those stated in these terms of sale and delivery or pass it on to other persons unless Customer has given its consent. Care4farm may also disclose this information if Care4farm is either required to do so by law or in response to a valid request from a law enforcement or public authority.
16 CHOICE OF LAW AND JURISDICTION
Any dispute that may arise between Care4farm and the Customer is subject to Danish law, CISG and conflict of law rules.
Any dispute, that may arise between Care4farm and the Customer must be settled by arbitration at the Arbitration Institute (Danish Arbitration) in accordance with the rules adopted by the Arbitration Institute (Danish Arbitration), which apply at the beginning of the arbitration proceedings.
Should any part of these Terms of Sale and Delivery be deemed to be unlawful or invalid and thus unenforceable, this shall not affect the validity and enforcement of the remainder of these Terms of Sale and Delivery.