1. General:
These sales and delivery conditions apply to all offers, sales and deliveries, unless otherwise agreed in writing between the parties. A contract submitted by the SUNTEC APS seller is only binding on SUNTEC APS when it has been approved by SUNTEC APS’ head office.

2. Prices:
All prices are indicative and in Danish kroner and exclusive of VAT. SUNTEC APS’s prices appear from SUNTEC APS’s price list valid at all times or from a specific written offer, which also contains information on delivery costs calculated by SUNTEC APS as a result of changes in exchange rates, customs duties, taxes, levies, etc. regarding the agreed delivery. SUNTEC APS reserves the right to price errors. The prices are valid when there is a written order confirmation. Price increases based on monetary fluctuations will be charged to the customer on items not yet delivered.

If the manufacturer of an item offers special pricing for projects for specific end users, the buyer must provide SUNTEC APS with a copy of proof of delivery of the goods to the end user and a copy of the invoice issued to the end user within 10 days of SUNTEC APS’s request. The buyer is obliged to observe both the relevant manufacturer’s and SUNTEC APS’ guidelines regarding such projects. This also applies during the period of storage of information originating from these projects in accordance with commercial and fiscal legislation and regulation. In the event that the buyer violates SUNTEC APS’ or the relevant manufacturer’s guidelines, SUNTEC APS has the right to invoice the buyer for any wrongfully charged or paid amount, and SUNTEC APS and/or the manufacturer may exclude the buyer from participation in future projects.

SUNTEC APS reserves the right to make changes to the bit prices stated by the manufacturer in question. Goods that have not been delivered will be invoiced based on the new applicable bid price at the time of invoicing.

3. Payment:
Payment must be made no later than the date indicated on the invoice as the last timely payment date. As a general rule, payment must be made net in cash. If a last timely payment date is not specified, payment must be made in cash upon delivery. SUNTEC APS is entitled to calculate interest on the payment due at any time at 2% per month until the due is paid. If payment is made after the due date, a reminder fee may be imposed. The buyer’s payments are first written off against accrued overdue interest and costs. Then on the debt. The buyer is not entitled to set off any counterclaims against SUNTEC APS that are not acknowledged in writing by SUNTEC APS and is not entitled to withhold any part of the purchase price due to counterclaims of any kind. If delivery is postponed due to the buyer’s circumstances of any kind, the buyer is obliged to pay SUNTEC APS as if delivery had taken place at the agreed time. SUNTEC APS can deviate from this by written notification.

4. Reservation of ownership:
SUNTEC APS reserves the right of ownership to delivered goods up to the entire purchase price incl. delivery costs and any interest and costs have been paid in full.

5. Delivery:
Delivery is ex stock SUNTEC APS address. Delivery is at the buyer’s expense, unless it is expressly stated that delivery costs are included in the price. The delivery costs (freight, postage, packing, etc.) appear in SUNTEC APS’ price list valid at all times. Goods specified as special handling are charged DKK 75. The delivery time is set by SUNTEC APS at SUNTEC APS’s best judgment in accordance with the conditions that exist when the offer is made or the agreement is concluded. SUNTEC APS cannot be held responsible for delays in deliveries but will always endeavor to deliver on time. If an item is not picked up within 7 days of the invoice date, SUNTEC APS reserves the right to charge a handling and shipping fee of DKK 500 per item. order. Transport insurance is charged as 4 per thousand of the invoiced amount. All orders under DKK 2,500 excl. VAT, a minimum order fee of DKK 75 is imposed

6. Import and export regulations:
All products, spare parts, technical data, software and documentation may be subject to import and export laws, regulations and other regulation including but not limited to regulation originating from Denmark, the European Union, the United States of America and the relevant import country in that case , that the buyer exports the goods. The buyer is obliged to comply with all import and export laws and regulations and to obtain all necessary permits and/or licenses as a result.

7. Order error:
Goods are generally not returned. In special cases, the return of goods / cancellation of orders can be made by prior written agreement, and only applies to stock goods in unopened original packaging. Ordered goods cannot be canceled and cannot be returned. SUNTEC APS reserves the right to charge a return fee of 20% of the invoice value when returning goods/cancelling orders, however min. DKK 350. The goods are credited at current daily prices.

8. Product information:
Reservations are made for errors and changes in information in brochures and other sales material. Any errors and changes cannot be claimed against SUNTEC APS.

9. Product changes:
SUNTEC APS reserves the right to change the products or parts of them without notice if this happens without functional disadvantage for the buyer.

10. Intellectual property rights:
All trademarks on the products are and remain the property of their respective rights holders. Use of these trademarks requires prior permission from the respective rights holders. All use and delivery of software is governed by the license agreement accompanying the product. Software included in the delivery/item is transferred to commercial buyers for one resale and to consumers solely for use, which means that consumers may neither copy nor transfer the software for other[‘s use]*. The right to repeated use of the software requires a special written agreement with the relevant licensor.

SUNTEC APS disclaims any responsibility for the buyer’s infringement of intellectual property rights in the event that goods are exported out of the country in which SUNTEC APS has delivered the goods, as SUNTEC APS cannot guarantee the buyer that rights to use the goods in that country are covered by the license agreement. *depending on the respective license agreements.

11. Defects and complaints:
Upon delivery, the buyer must immediately carry out such an examination of the thing sold as proper business practice requires. If the buyer wants to claim a defect, the buyer must immediately, and no later than 48 hours from the time of receipt, notify SUNTEC APS in writing of this and state what the defect consists of. If the buyer has discovered or should have discovered the defect and does not complain as stated, the buyer cannot later assert the defect. SUNTEC APS is free to choose to remedy the defect or make a redelivery.

Changes or interventions in the purchased without SUNTEC APS’s written consent exempt SUNTEC APS from any obligation. If SUNTEC APS requests it, the buyer must immediately after the complaint, at the buyer’s expense and risk, return the allegedly defective item to SUNTEC APS in its original packaging. SUNTEC APS reserves the right at any time to receive only the allegedly defective part. If SUNTEC APS has undertaken to provide service through a separate agreement to this effect, the service obligation covers only the products sold. SUNTEC APS reserves the right to test goods claimed to be defective. If SUNTEC APS finds the product OK after testing, it must be assumed that the product will be sent back with an invoice for the work performed. Only after testing will SUNTEC APS carry out a possible exchange/crediting.

Exchange: The item is exchanged with a similar item and quantity that has been returned.

12. Limitation of liability:
A compensation claim against SUNTEC APS cannot exceed the invoice amount for the item sold. SUNTEC APS’ liability for damages is limited to direct losses and SUNTEC APS is not liable for operating losses, loss of profits or other indirect losses. SUNTEC APS is not responsible for delays or defects caused by rectification or replacement or attempts to do so. SUNTEC APS is exempt from liability if the following conditions prevent fulfillment of the purchase or make fulfillment unreasonably burdensome.

Labor dispute or other circumstances beyond the control of the parties, such as fire, war, mobilization or the like, requisition, seizure, currency restrictions, riots and unrest, lack of means of transport, general scarcity of goods, restrictions on driving force and shortages or delays in deliveries from subcontractors, which is due to any of the circumstances mentioned in this point or circumstances in general that have significantly made it difficult for SUNTEC APS to fulfill the agreement.

Circumstances, as mentioned, that occurred before the offer was made/the agreement was concluded only result in freedom from liability if their influence on the fulfillment of the agreement could not be foreseen at this time. The products are designed for general commercial use. Use of the products in critical systems, including security, nuclear, military facilities/installations, supply operations, life-sustaining installations or for the manufacture of weapons is not permitted unless written permission is obtained from the relevant manufacturer.

13. Product liability:
To the extent that nothing else follows from the inalienable rules of Danish law on product liability, the following limitations apply: SUNTEC APS is only liable for damage caused by a product delivered by SUNTEC APS to the extent that it can be proven that the damage is due to his fault or negligence.

14. Transfer of rights and obligations:
SUNTEC APS is entitled to transfer all rights and obligations under the agreement to a third party.

15. Disputes:
Any dispute between SUNTEC APS and the buyer must be settled according to Danish law with Copenhagen City Court/Eastern Landsret as the court of jurisdiction.