TERMS AND CONDITIONS: BUSINESS CUSTOMERS

 

1.                SCOPE OF THIS AGREEMENT

1.1              The below sales and delivery terms and conditions cover any offer made by Relacom Denmark A/S, business reg. nr. 25 63 84 25, (“Relacom”) regarding delivery of goods or services to a business customer (legal and natural persons), (the “Customer”) unless otherwise expressly waived in whole or in part by both parties. A Customer’s reference to his/her own terms and conditions shall not constitute a waiver of these terms and conditions.

1.2              The terms and conditions herein apply when a Customer orders goods and services via Relacom’s webshop.

1.3              All agreements shall be entered into in Danish. In the event that any discrepancy is found between the English and Danish versions of these terms and conditions, the Danish terms and conditions shall prevail.


2.                OFFERS MADE BY RELACOM

2.1              The offer provided by Relacom is binding for 30 days from the date of the offer (the “Offer Period”), unless otherwise stated in the offer. In the event that Relacom receives the Customer’s acceptance after the Offer Period has expired, the Customer’s acceptance shall constitute a new offer made to Relacom on terms that are equivalent to the original offer made by Relacom.

2.2              All prices and offers displayed in Relacom’s webshop are non-binding.

2.3              All offers from Relacom are provided on the condition that Relacom’s suppliers continue to deliver the products covered by the offer, at the time when the Customer accepts the offer. Relacom shall not be liable to the Customer in the event that Relacom’s suppliers cannot deliver the goods covered by the offer.


3.                ORDERS MADE BY THE CUSTOMER

3.1              An order placed by the Customer to Relacom becomes binding for the parties, when the Customer receives a written order confirmation from Relacom.

3.2              When a Customer orders goods and services via Relacom’s webshop, the agreement becomes binding between Relacom and the Customer when the Customer has received an order confirmation from Relacom, in accordance with section 3.1 herein.

3.3              All order confirmations from Relacom are made on the condition that Relacom’s suppliers continue to deliver the products covered by the order confirmation. Relacom shall not be liable to the Customer in the event that Relacom’s suppliers cannot deliver the goods covered by the offer.
 

4.                PRICING

4.1              All prices are in Danish Kroner (“DKK”) and are not inclusive of VAT, other relevant taxes, fees, shipping and the like.

4.2              Prices are subject to price changes as a consequence of increases, but not limited to, foreign exchange, materials and taxes, that may occur from the offer date until the delivery of the goods. Relacom is entitled to change the prices of Relacom’s good or services as a consequence, until the time of delivery.

4.3              For ongoing services, Relacom may undertake ordinary price indexing.


5.                PAYMENT

5.1              The Customer must pay 21 days after the invoice date, at the latest, unless otherwise expressly agreed.

5.2              In the event that payment is not made within 21 days, interest will accrue on the outstanding amount by 1.5% per month.

5.3              The Customer may not, at any time, offset any counterclaims against Relacom and may not with- hold any part of the purchase price because of a counterclaim of any kind.


6.                RETENTION OF TITLE

6.1              Relacom reserves the proprietary rights of the delivered goods until full payment of the goods, including any accrued interest, taxes, fees, shipping cost and so on has been made to Relacom.

6.2              The Customer is not released from paying any outstanding amount, including purchase payment, accrued interest and any other costs, if Relacom receives returned goods from a Customer and if the value of that is less than the total receivables due from the Customer.


7.                DELIVERY AND TRANSFER OF RISK

7.1              A specific date and time for delivery of the goods may be agreed within a specified period of time. The delivery date and time shall be agreed and stated in Relacom’s order confirmation. In the event that the delivery date and time falls on a Saturday, Sunday or public holiday, the goods shall be delivery on the following business day.

7.2              If the goods fail to be delivered at the agreed time and date, the Customer may contact Relacom, in writing, specifying a reasonable time for delivery. In the event that the goods fail to be delivered at this specified time, the Customer may terminate the agreement by written notice, on the condition that the Customer has previously stated that the Customer will terminate the agreement if the goods are not delivered within the specified time, as stated in section 12.1.

7.3              The delivery address shall be the Customer’s CVR registered address.

7.4              In the event that goods are delivered by a courier appointed by Relacom, the risk associated with the goods (accidental damage, destruction or loss and the like), shall pass to the Customer upon delivery at the agreed address.

7.5              In the event that goods are delivered by a courier appointed by the Customer, the risk associated with the goods (accidental damage, destruction or loss and the like), shall pass once the goods have been handed over to the first courier.

7.6              If the ordered goods require installation or to be connected at the Customer’s location(s), the risk associated with the goods (accidental damage, destruction or loss and the like), shall pass when the goods are delivered to the Customer’s address or are handed over to the Customer.


8.                FAILURE TO DELIVERY AT THE FAULT OF THE CUSTOMER

8.1              In the event that Relacom is unable to deliver the goods at the agreed delivery time and date, as stated in section 7.1 and 7.2, because of the Customer, Relacom may invoice the Customer as if delivery had taken place. Relacom may also require the Customer to pay reasonable costs incurred by Relacom, as a result of the failure to deliver or the postponement of the delivery, including storage costs as well as additional handling and shipping costs. In such an instance, the original delivery date shall constitute the delivery time in terms of transfer of risk, in accordance with section 7 above.


9.                INVOICE FEE

9.1              Due to environmental and economic reasons, Relacom aims to invoice electronically. A Customer may opt to receive invoices by post or EAN number at the cost of an additional invoice fee.


10.              CUSTOMER’S RIGHT TO THE SOFTWARE

10.1            If the software is included as part of the agreement, the Customer only acquires a non-exclusive right to use the software. Thus, the Customer does not acquires ownership or other rights of the software. The Customer may not use the software in contexts other than with those regarding Relacom delieverd goods and services, unless otherwise expressly agreed.

10.2            The licensee’s terms and conditions for the software equally applies to the Customer.


11.              WARRANTY, LIABILITY AND LIABILITY DISCLAIMER

11.1            The Customer shall immediately, upon delivery of the goods and before taking the goods into use, thoroughly check that the goods are as ordered.

11.2            In the event that the Customer finds the goods to be defective, the Customer shall immediately notify Relacom in writing, hereof, after the defect has been found. This must be done, at the latest, 5 days after the goods have been delivered. Otherwise, the Customer’s warranty regarding defects upon delivery shall be waived.

11.3            The Customer’s general warranty period shall expire after 1 year from the date of delivery of goods and after 6 months for services.

11.4            Relacom shall bear the shipping cost and risk of returning goods to Relacom. Prior to returning the goods to Relacom, the Customer must ensure to take a full back up of the goods or software in question.

11.5            Relacom shall assess whether and how to repair or replace goods within reasonable time.

11.6            Relacom is not liable for loss of profits, production data or other incidental or consequential damage in connection with warranty claims or reparation attempts.

11.7            If Relacom finds that Relacom is not responsible for the defect, Relacom is entitled to charge the Customer for the time and resources incurred as a result.


12.              PRODUCT LIABILITY

12.1            Relacom is liable under Danish law regarding damages for loss caused by acts or omissions by Relacom or someone who Relacom is responsible for. Relacom’s total liability shall not however, exceed the value of the Customer’s total payment under the parties’ agreement.

12.2            Relacom shall not be liable for the Customer’s or its customers loss of profit, production, data or other incidental or consequential damage.

12.3            If the ordered goods require installation or to be connected at the Customer’s location(s), the Customer shall be liable for any building repairs such as painting, wallpapering and plastering as a consequence of the work performed by Relacom. In the event that a Customer requests the goods to be located, installed or wired in a place Relacom does not believe to be economically or technically efficient, Relacom shall proceed with the Customer’s request at an additional cost.

12.4            Relacom shall not be liable for, but not limited to, the following:

A. Customers’ loss resulting from improper or inappropriate use of the goods.

B. The accuracy of and/or access to any data, tips and the like, provided by us, our business partners and/or other third parties.

C. Customers’ loss caused by inability to use the goods in a way the Customer may have expected.

D. Customers’ termination or breach of agreements with a third party as a result of Relacom’s product.

E. Customers’ loss as a result of changes made to data received or sent by the Customer, due to defects in Relacom’s goods.

F. Customers’ losses resulting from unsolicited or unwanted transmission of data to third parties or as a result of the Customers loss of personal data or installed software.

12.5            The  applicable  laws  and  regulations regarding  product liability  shall  apply  as  well  as  the  restrictions to liability within these terms and conditions.

12.6            Relacom shall only be liable for personal injury caused by goods if causation can be established as a result of an omission or negligence by Relacom or those who Relacom are responsible for.

12.7            The Customer shall indemnify Relacom for any claims, including product liability, brought by third parties against Relacom to the extent that Relacom is not responsible or to the extent that Relacom’s liability is limited under these terms and conditions.


13.              ENVIRONMENTAL PROTECTION

13.1            Relacom is obliged to undertake specific environmental measures in accordance with the current Danish regulation on environmental protection.

13.2            When Relacom imports electrical or electronic equipment, Relacom is in particular required to handle and dispose of electronic and electric waste and batteries delivered by Relacom.

13.3            In the event that a Customer wishes to dispose of electronic or electric goods delivered by Rela- com, the Customer should contact Relacom’s customer service: +45 7010 8585 or use mailaddress: service@dk.relacom.com.

13.4            Relacom imposes an environmental fee on all invoices. This fee is used to cover environmental costs and additional fees and charges imposed on Relacom.


14.              INFORMATION ABOUT THE GOODS DELIVERED BY RELACOM

14.1            If the agreement between the Customer and Relacom involves the supply of IP telephony/cloud, Relacom assumes that there shall be 230 volt sockets and network access at all locations where Relacom is to install an IP phone/softphone.

14.2            The Customer is at all times responsible for the operation and the quality of the internal network and Internet connection as well as being responsible for the router, firewall, and the like is configured and connected to the systems hosted. Specification of technical requirements is available upon request from Relacom.
 

15.              PROCESSING OF CUSTOMER INFORMATION

15.1            When the Customer enters into an agreement with Relacom, the Customer becomes registered in Relacom’s database.

15.2            To the extent that Relacom’s Customer information falls under Danish law on personal information, Relacom shall comply with Danish law on personal information.

15.3            The Customer may contact Relacom regarding the information held on them.


16.              FORCE MAJEURE

16.1            The following circumstances shall exempt Relacom from liability if the circumstances prevent delivery or make it an unreasonable burden to carry out: acts of god, labour disputes, fire, import restrictions and embargoes, war, regulatory restrictions or intervention, unusual natural events or weather, as well as deficiencies or delays in deliveries from suppliers or third parties due to any of the aforementioned circumstances.

16.2            In the event that delivery is delayed as a result of force majeure in accordance with section 16.1, delivery will be postponed by the amount that the circumstances last for. In such an event, both parties are entitled to, without liability; terminate the agreement by written notice if the force majeure circumstances have gone on for more than 3 months. This provision shall be enforceable whether or not the cause of the delay occurs before or after the expiry of the agreed delivery date and time.


17.              ASSIGNMENT

17.1            Relacom may, at any time and at its sole discretion, transfer its rights and obligations under the agreement, to third parties.


18.              AMENDMENT OF THE TERMS AND/OR PRICING

18.1            Relacom may amend pricing as well as these terms and conditions with a 1 month notice. Immaterial amendments to the terms and conditions and/or pricing shall be amended without notice.

18.2            The current terms and conditions can be obtained at any time on  www.relacom.dk.


19.              TERMINATION AND TERM

19.1            If a minimum binding term has been agreed, the agreement cannot be terminated by the Customer for 3 months from the date the agreement is entered into. The parties’ agreement, Relacom’s offer or the order confirmation shall state whether a minimum binding term is applicable.

19.2            Once the minimum binding term has passed, both the Customer and Relacom can terminate the agreement with a minimum of 3 months-notice.

19.3            In the event that Relacom issues a notice to amend these terms and conditions or pricing in accordance with section 18, the Customer may terminate the agreement within this notice period, with a minimum notice of 30 days, regardless of the otherwise stated notice period and whether a minimum binding term has been agreed. Immaterial changes to these terms and conditions and/or pricing, including price indexing, shall not give the Customer a right to terminate.


20.              ENFORCEMENT OF THE AGREEMENT

20.1            The agreement between the Customer and Relacom shall enter into force when the agreement is signed.


21.              DISPUTE RESOLUTION AND GOVERNING LAW

21.1            These terms and conditions shall be governed by and construed in accordance with Daish law, with the exception of Danish private international law on governing law and the UN Convention on contracts for international trade (CISG).

21.2         Copenhagen City Court has jurisdiction in the first instance.