PART I: GENERAL CONDITIONS FOR DELIVERIES
Entering into an agreement
All offers from NC are made subject to intermediate sales and for the goods to be procured from NC's subcontractor.
Unless otherwise stated in NC's offer, the customer's response deadline is five (5) days from the date of the offer.
The customer's response must be submitted in writing, including possibly by e-mail, after which the customer is bound by this.
The final purchase agreement is not entered into until NC has received the customer's corresponding response, and the customer has subsequently received NC's written order confirmation.
Separate rights
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 and conditions from the manufacturer's side, including, for example, license terms.
The Customer is obliged to familiarise itself with and comply with such separate terms, including any limitations therein, regardless of whether the Customer has entered into an agreement directly with the manufacturer or not.
NC assumes no responsibility for the software in question, including whether it is updated or functional.
Technical information, guidance, legal requirements, etc.
Product information, illustrations, drawings and information about 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 for guidance only. NC's information is only binding if it has been given as an express written guarantee by NC as part of the purchase agreement.
NC's deliveries comply with NC's legal requirements that apply to such deliveries in Denmark. The Customer is responsible for investigating whether the Customer's specific use of the deliveries is legal.
The customer is aware of and accepts that delivered products may be second-hand or "refurbished" and any defect assessment must be based on this. Used products may, depending on the circumstances, contain residual data from previous use and the customer is encouraged to reset and clean all products of old data before use. NC cannot be held responsible for such data or its use.
Prices and payment terms
Unless otherwise agreed, prices are stated excluding VAT.
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 before the time of delivery, NC is entitled to increase the price of 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 is entitled to charge interest on late payment at the rate of 2.0% per commenced month. Accrued interest is due at the time of attribution. In addition, NC is entitled to charge various statutory fees, etc., when sending reminders.
In the event of non-timely payment, NC is entitled to suspend its deliveries to the customer without notice.
NC is entitled to require full or partial prepayment or security for the customer's payment.
Retention of title
NC has title to any delivery until the full purchase price plus any interest and fees has been paid.
Delivery and delivery time
Delivery takes place 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 quotation or subsequently stated in the order confirmation. Any delivery times are estimated and not binding on NC, unless they are expressly stated as being fixed.
In the event of a significant delay that is solely due to NC's circumstances, the customer is entitled to terminate the purchase agreement if NC has not made delivery within 30 working days after receiving the customer's written complaint about the delay.
If the customer chooses to terminate the purchase agreement, NC is obliged to refund any prepaid amounts. The customer cannot invoke other remedies, including claiming damages, unless the customer proves that the delay is due to NC's grossly negligent or intentional acts.
Cancellation
Shipped orders cannot be cancelled. Orders containing equipment that was not in stock at the time the customer placed the order cannot be cancelled. Orders for equipment that were not in stock with NC prior to the time of the customer's order and that have not yet been shipped can be cancelled for a fee of 25% of the price of the cancelled equipment.
Equipment is considered approved unless rejected within 24 hours of delivery. A written refusal of acceptance must be sent to NC via the RMA form on NC's website.
If the customer is entitled to return the equipment, he must inform NC, either by letter or e-mail, and explain the reason for returning the equipment.
An RMA form must accompany all returned equipment. RMA forms can be completed online on our website www.nordiccomputer.dk. Equipment will not be accepted without approval from NC or without an RMA form.
NC will only accept returned equipment in its original packaging if the equipment was delivered in it.
Warranty and defects
NC does not provide an independent warranty regarding products or software, but refers to the manufacturer thereof.
The Customer is obligated to immediately upon delivery make a thorough investigation of any delivery from NC and immediately, and in any case no later than five (5) days after the defect should or could have been discovered, to complain in writing to NC if the delivery does not live up to what was agreed. If the customer does not complain in time, the right to complain to NC is forfeited.
In the event of defects, including in relation to the manufacturer's warranty, NC assists the customer in accordance with NC's complaint procedure in force at any given time, which can be found at: https://nordiccomputer.dk/rma. NC is entitled to change the procedure without separate notice.
NC is entitled, at its own option, to either exchange the defective delivery for a defect-free one or to rework/repair the delivery or otherwise remedy the defect. In this case, the customer cannot invoke any other remedies.
If the customer has complained and it turns out that there is no defect for which NC is liable, the customer must pay for NC's work in accordance with NC's current prices for the assistance in question.
Default
A party is entitled to terminate the purchase agreement if the other party materially breaches it and the breach is not remedied within 60 days, except for payment default, where the remedy period is seven days.
NC's liability and limitation of liability
Subject to the limitations set out in the Terms and Conditions, the parties are liable to each other in accordance with the general rules of Danish law.
Unless there is gross negligence or intent on NC's part, NC is never liable for financial consequential losses, operating losses, lack of savings, loss of profits, goodwill, image, loss of data or expenses for rebuilding data, internal time spent by the customer or indirect losses.
NC is never liable for damages for loss of assets that can be attributed to:
Mechanical or electrical failure or breakdown, including power failure, as well as breakdowns or failures of telecommunications or satellite systems, unless such failure or breakdown is a direct consequence of NC's act or omission.
NC's liability is also 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 consultancy services, the lesser of the following amounts: 1) 50% of the remuneration (excluding disbursements) received by NC for a service or lack thereof, or 2) DKK 50,000.
Product Liability
For product liability, NC is only liable according to the mandatory rules of the Product Liability Act and NC is not 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 purchase, 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 to third parties for such damage or loss for which NC is not directly liable to the customer, including damage caused by the delivered property or movable property, if the damage occurs when the delivered is in the customer's possession.
NC is not liable for product damage, unless NC has been guilty of gross negligence or intent.
Force majeure and other obstacles
NC is not liable to the customer when, after the conclusion of the purchase agreement, circumstances arise that prevent or postpone NC's performance of the Agreement. Such circumstances may include: war, war-like situations, mobilisation, revolution, rebellion, civil riots and civil unrest, terrorism and similar serious disturbances of peace, natural disasters, pandemics and epidemics, strikes and lockouts, failure of subcontractors, computer viruses or the like, hacking, DoS or DDoS attacks, spam or other abnormal load on NC's or Customer's systems, orders and other recommendations from public authorities and rights holders, or other circumstances over which NC has no direct control. In the event that one or more of the above circumstances occur, NC is entitled, at its own discretion, to postpone the provision of its services or to cancel the Agreement in whole or in part without liability.
Terrorism is illegal acts directed against the public – such as a violent act or dangerous proliferation of biological or chemical substances with the aim of influencing political, religious or other ideological bodies or to spread fear.
If the circumstances mentioned in clause 1 persist for more than 60 days, either Party may cancel the agreement without incurring liability.
Marketing
Unless otherwise agreed in writing, NC is entitled to state in its marketing, including on its website, that NC has delivered products to the customer, including with a short case story and use of the customer's logo. Marketing must be loyal to the customer.
Export restrictions
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 familiarize itself with these rules in all cases where a delivery is exported, re-exported or otherwise used outside Denmark.
Customer may not, directly or indirectly, without the prior approval of the manufacturer or appropriate authorities, export, re-export or transfer any products, software or technology provided by NC to any country subject to a U.S. embargo 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 Only" list. Designated Nationals and Blocked Persons" is administered by the U.S. Department of Treasury or other similar European or local law.
In addition, no products, software or technology provided by NC may be exported, re-exported or passed on to anyone involved in activities related to weapons of mass destruction. These activities include, but are not limited to, activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, nuclear weapons; (2) the design, development, production or use of missiles or support of missile projects; and (3) the design, development, production, or use of chemical or biological weapons.
The Customer shall indemnify NC without limitation for any consequence of the Customer's breach of the provision of this clause 15, including paying any fines and damages that may be imposed on NC in connection with the breach. In addition, the customer must pay compensation in accordance with the general rules of Danish law, as the parties agree that loss of goodwill, consumption of internal time at NC and any fines in this connection are counted as direct losses.
The following is a list of the most important EU and US export control and sanctions laws and regulations that NC requires its customers and partners to both understand and ensure compliance with:
- The products, software and/or technology to be provided by NC (collectively, "Products") may be subject to EU sanctions laws and will not be resold, re-exported or transferred, directly or indirectly, to any person or company in breach of EU sanctions laws, including, but not limited to, Council of EU Regulation 2014/833 as amended and 2014/269 as amended (collectively, "EU-Russia Sanctions") and/or EU Council Regulation 2006/765 as amended against Belarus.
- The products to be supplied by NC may be subject to U.S. export control laws and will not be resold, re-exported, or retransferred, directly or indirectly, to any person in violation of the U.S. Export Administration Regulations ("EAR," 15 C.F.R. Part 730, et. seq.) or the sanctions and embargo laws and regulations promulgated and enforced by the U.S. Treasury Department's Office of Foreign Asset Controls ("OFAC" rules; found in Chapters V to 31 C.F.R., et seq.).
- The Products will not be resold, re-exported, rented, leased, transferred, redirected, or otherwise disposed of, directly or indirectly, to any person or entity on any of the U.S. Government's Restricted Parties List, including, but not limited to, the Specially Designated Nationals ("SDN") List, the Entity List, the Sector Sanctions List ("SSI"), or the Russia-related CAPTA and Entity Directives in violation of the U.S. Export Control and Entity Regulations. Sanctions laws, or the laws and regulations of other applicable countries. This includes any person or entity that is directly or indirectly owned 50 percent or more collectively by one or more blocked persons on the SDN List, the Entity List, the SSI List, or Russia-related CAPTA and Entity Directives. This also includes restricted banks that are part of an otherwise legal transaction.
- The Products will not be licensed, resold, re-exported, rented, leased, transferred, redirected, reshipped through, or otherwise disposed of in any country or territory sanctioned under U.S. law (which includes the Crimea region of Ukraine, the so-called Donetsk People's Republic ("DNR"), and Luhansk People's Republic ("LNR") regions of Ukraine, North Korea, Cuba, Iran, and Syria) without the prior authorization of the United States or any other relevant government.
- The Products will not be used in the design, development, manufacture, maintenance, operation, or testing of the following: nuclear weapons or materials; explosive devices; rocket or missile systems; unmanned aircraft systems, chemical, biological or radiological weapons or delivery systems; Cluster munitions; or anti-personnel mines.
- The Products will not be used, directly or indirectly, for the exploration for or production of oil or gas in Russian deep waters (greater than 500 feet) or Arctic offshore sites or shale formations in Russia. Buyer understands that such items include, but are not limited to, drilling rigs, horizontal drilling parts, drilling and finishing equipment, subsea processing equipment, Arctic capable marine equipment, wireline and downhole engines and equipment, drill pipes and casings, hydraulic fracturing software, high-pressure pumps, seismic acquisition equipment, remote-controlled vehicles, compressors, expanders, valves, and risers.
- In addition, no products, software or technology provided by NC may be exported, re-exported or passed on to anyone involved in activities related to weapons of mass destruction. These activities include, but are not limited to, activities related to: (1) the design, development, production or use of nuclear materials, nuclear facilities, nuclear weapons; (2) the design, development, production or use of missiles or support of missile projects; and (3) the design, development, production, or use of chemical or biological weapons.
NC expects its customers and partners to promptly notify them in writing if there is any reason to believe that a violation of any of the above requirements has occurred. If NC reasonably and in good faith determines that there has been such a breach, NC has the right to terminate any agreement, purchase order or contract with immediate effect and without penalty or liability of any kind by sending written notice of termination.
The Customer shall indemnify NC without limitation for any consequence of the Customer's breach of the provision of this clause 15, including paying any fines and damages that may be imposed on NC in connection with the breach. In addition, the customer must pay compensation in accordance with the general rules of Danish law, as the parties agree that loss of goodwill, consumption of internal time at NC and any fines in this connection are counted as direct losses.
Disputes
Disputes between the parties that cannot be resolved amicably are dealt with in accordance with Danish law. The conflict of law rule does not apply to the rules of private international law or other rules that lead to the application of other than Danish law.
Any dispute that may arise in connection with a purchase agreement, including disputes regarding the existence or validity of the contract, must first be referred to mediation at the Danish Institute of Arbitration in accordance with the rules for mediation adopted by the Danish Institute of Arbitration. If the mediation is interrupted without the dispute being settled, the dispute shall be finally settled by arbitration before the Danish Institute of Arbitration in accordance with the rules adopted by the Danish Institute of Arbitration for the handling of arbitration cases."
The arbitral tribunal shall consist of one arbitrator.
The place of arbitration shall be Nørresundby.
Notwithstanding the above, NC is entitled to bring an action, including for non-payment, in the court in the jurisdiction in which the Customer conducts its business.
PART II: Conditions for ADVISORY AND CONSULTANCY SERVICES
In addition to Part I, the following applies to consultancy services (supplementary provisions):
NC's advisory and consulting services
NC only provides advice and consultancy services in relation to its deliveries if this is described in a separate agreement on the provision of advisory and consultancy services, where the scope, prices and delivery dates of the services are specified.
Unless such an agreement states that NC must deliver a specific result, NC is only to provide assistance in the form of working hours. In such cases, NC is entitled to his remuneration when the working hours have been delivered.
NC is not responsible for legal advice, and the Customer is encouraged to investigate in each case whether the solutions provided by NC can or should be legally used by the Customer in the form provided.
NC's remuneration
Unless otherwise agreed in writing, NC calculates its remuneration for its consultancy services according to time spent at NC's usual applicable hourly rates for the consultant category in question or at the price that NC normally calculates for the service in question.
Attachment
In addition to its remuneration, NC is 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, renting premises from a third party, etc.
Guarantees
NC's consultancy services are provided by NC itself, including NC's subcontractors, and NC is not aware of any third party's rights.
NC's consulting services are carried out 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 to be delivered as NC spends time on the service.
In the event of a delay due to the customer's circumstances, NC is entitled to postpone the delivery time to the extent NC deems this necessary. If, as a result of the customer's delay, NC is unable to employ resources, the customer must pay for these to have been available according to the applicable hourly rate. However, NC is obliged to loyally seek to employ the resources with work for third parties.
Changes to the Customer's system
If the customer makes changes to its system without prior agreement with NC or demands that changes be implemented that have an impact on NC's services, NC is entitled to demand release from the agreed schedules with effect from the date of the change and demand an increase in its remuneration from the same date if the changes result in additional work for NC.
