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1 Scope and Application
1.1
Unless otherwise agreed in writing, these terms and conditions of sale and delivery (the “Terms”) shall apply to all agreements entered into with companies controlled by Nordicco A/S, including Nordicco A/S, CVR number DK36085118, Nordicco Norge AS, and Nordicco Sweden AB (collectively referred to as the “Company”) regarding the sale and delivery of products and related services.
2 Contractual Basis
2.1
The Terms, together with the Company’s quotations and order confirmations, constitute the total contractual basis for the Company’s sale and delivery of products and related services to the customer (the “Contractual Basis”). The customer’s purchasing terms, whether stated on orders or otherwise communicated to the Company, do not form part of the Contractual Basis.
2.2
Amendments and supplements to the Contractual Basis are only valid if agreed upon in writing by the parties.
3 Products and Services
3.1
Products sold and delivered by the Company to the customer are new and comply with Danish legislation at the time of delivery.
3.2
Related services sold and delivered by the Company in connection with the sale and delivery of products, such as the installation of the Company’s products, are performed in a professionally correct manner and comply with Danish legislation at the time of delivery.
3.3
The products and related services sold and delivered by the Company are intended to create an improved indoor climate and lower energy consumption, as well as the installation and monitoring of such products, for use within the European Union. Notwithstanding any conflicting terms in the Contractual Basis, the Company shall under no circumstances be liable for any loss or damage attributable to use for other purposes or use outside the European Union. The customer shall indemnify and hold the Company harmless to the extent that the Company may be held liable for such loss or damage.
4 Price and Payment
4.1
Unless otherwise agreed in writing, all prices are in accordance with the current price list in Danish Kroner (DKK) and exclusive of Value Added Tax (VAT).
4.2
Unless otherwise agreed in writing, the customer shall pay all invoices prior to the dispatch of products and spare parts.
5 Late Payment
5.1
If the customer fails to pay an invoice for products, spare parts, or related services on time for reasons not attributable to the Company, the Company is entitled to interest on the overdue amount at a rate of 1% per month from the due date until payment is made.
5.2
If the customer fails to pay an overdue invoice for products or related services no later than 14 days after receiving a written payment reminder from the Company, the Company, in addition to interest under clause 5.1, has the right to:
(i) cancel the purchase of the products and/or related services to which the delay relates,
(ii) cancel the purchase of products and/or related services not yet delivered to the customer, or require prepayment for these, and/or
(iii) exercise other remedies for breach of contract.
6 Quotations, Orders, and Order Confirmations
6.1
The Company’s quotations are valid for 14 days from the date of the quotation, unless otherwise stated. Acceptance of quotations received by the Company after the expiry of the acceptance period shall not be binding on the Company unless the Company notifies the customer otherwise.
6.2
The customer shall submit orders for products or related services to the Company in writing. An order shall contain the following information for each ordered product, spare part, or service:
(i) Order number,
(ii) Item number,
(iii) Item description,
(iv) Quantity,
(v) Price,
(vi) Payment terms,
(vii) Delivery date,
(viii) Delivery address, and
(ix) Delivery terms.
6.3
The Company endeavours to send written confirmation or rejection of an order regarding products or related services to the customer no later than 2 working days after receipt of the order. Confirmations and rejections of orders must be in writing to be binding on the Company.
6.4
The customer may not change a placed order for products or related services without the Company’s written approval.
6.5
If the Company’s confirmation of an order for products or related services does not comply with the customer’s order or the Contractual Basis, and the customer does not wish to accept the deviating terms, the customer must notify the Company in writing no later than 2 working days after receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.
7 Delivery
7.1
Unless otherwise agreed in writing, the Company delivers all products sold Ex Works (EXW), Denmark.
7.2
The Company delivers all sold products and related services at the time stated in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time, unless otherwise agreed by the parties.
7.3
The customer must inspect all products and related services upon delivery. If the customer discovers a defect or deficiency that the customer wishes to claim, it must be immediately notified to the Company in writing. If a defect or deficiency discovered by the customer, or which should have been discovered, is not immediately notified in writing to the Company, it cannot be claimed subsequently.
8 Delay
8.1
If the Company expects a delay in the delivery of products or related services, the Company will inform the customer accordingly, providing the reason for the delay and a new expected delivery time.
8.2
If the Company fails to deliver products or related services no later than 60 days after the agreed delivery time for reasons not attributable to the customer, the customer may, by written notice to the Company, cancel the order(s) affected by the delay. The customer has no other rights as a result of delayed delivery.
9 Warranty
9.1
The Company warrants that products and related services are free from material defects in design, materials, and workmanship for 24 months after delivery. For parts replaced under warranty, the warranty period is 12 months from the date of replacement, subject to a maximum of 24 months from the original delivery date.
9.2
The Company’s warranty does not cover defects or deficiencies caused by:
(i) normal wear and tear,
(ii) storage, installation (unless performed and invoiced by the Company), use or maintenance contrary to the Company’s instructions or common practice,
(iii) repairs or alterations performed by anyone other than the Company, and
(iv) other circumstances for which the Company is not responsible.
9.3
If the customer discovers a defect or deficiency during the warranty period that the customer wishes to claim, it must be immediately notified to the Company in writing. If a defect or deficiency discovered by the customer, or which should have been discovered, is not immediately notified in writing to the Company, it cannot be claimed subsequently.
9.4
Within a reasonable time after the Company has received notice from the customer and investigated the claim, the Company will notify the customer whether the defect or deficiency is covered by the warranty. Upon request, the customer must send defective parts to the Company. The customer bears the cost and risk for parts during transport to the Company. The Company bears the cost and risk for parts during transport to the customer if the defect or deficiency is covered by the warranty.
9.5
Within a reasonable time after the Company has notified the customer under clause 9.4 that a defect or deficiency is covered by the warranty, the Company will remedy the defect or deficiency by sending parts to the customer for the customer’s own replacement or repair.
9.6
If the defect or deficiency is due to the Company’s installation of products at the customer’s site, the Company shall, within a reasonable time after notifying the customer under clause 9.4, either personally or through a third party, take the necessary steps to remedy the situation, including repair, assembly, and other rectification of defects caused by faulty or incorrect installation. In all cases, the customer shall ensure that the Company has easy and unhindered access to the installation to be repaired, including providing lift, hoisting, and transport equipment to the extent necessary to access the faulty or defective installation.
9.7
If the Company fails to remedy a defect or deficiency covered by the warranty within a reasonable time after notifying the customer under clause 9.4, for reasons not attributable to the customer, and the defect or deficiency is not remedied within a reasonable deadline of at least 90 days, the customer may, by written notice to the Company, cancel the order(s) affected by the defect or deficiency. The customer has no other rights regarding defects or deficiencies in products, spare parts, or related services than those expressly stated in clause 9.
10 Liability
10.1
Each party is liable for its own acts and omissions under applicable law, subject to the limitations set out in the Contractual Basis.
10.2
The customer is responsible for familiarising themselves with and following all manuals, guidelines, and procedures applicable to and accompanying the products, spare parts, and related services delivered or performed by the Company. The customer is likewise obliged to ensure that all relevant employees or persons under the customer’s instruction familiarise themselves with and follow such manuals, guidelines, and procedures during installation as well as before and after the products, spare parts, or related services are put into use.
10.3
The Company is liable for product liability regarding delivered products, spare parts, or related services to the extent that such liability follows from mandatory legislation. The customer shall indemnify and hold the Company harmless to the extent that the Company may be held liable for product liability beyond this.
10.4
Notwithstanding any conflicting terms in the Contractual Basis, the Company’s total liability to the customer shall not exceed 1,000,000 DKK. This limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
10.5
Notwithstanding any conflicting terms in the Contractual Basis, the Company is not liable to the customer for indirect losses, including loss of production, loss of turnover, loss of profit, loss of time, or loss of goodwill, unless caused intentionally or through gross negligence.
10.6
Notwithstanding any conflicting terms in the Contractual Basis, the Company is not liable to the customer for failure to perform obligations attributable to force majeure. The exemption from liability exists as long as the force majeure event persists. Force majeure is defined as circumstances beyond the Company’s control which the Company could not have foreseen at the time of entering into the agreement. Examples include unusual natural conditions, war, terror, fire, flooding, vandalism, and labour disputes.
11 Intellectual Property Rights
11.1
Full ownership of all intellectual property rights relating to products and related services, including patents, designs, trademarks, and copyright, belongs to the Company.
11.2
If delivered products infringe third-party intellectual property rights, the Company shall, at its own expense:
(i) ensure the customer’s right to continue using the infringing products,
(ii) modify the infringing products so they no longer infringe,
(iii) replace the infringing products with non-infringing ones, or
(iv) repurchase the infringing products at the original net purchase price minus a 25% depreciation per year since delivery.
The customer has no other rights as a result of product or related service infringement of third-party intellectual property rights.
12 Northern Sky – License Terms
12.1
If the customer, in connection with an order (or subsequently), is granted access to the Company’s browser-based software tool/management system, Northern Sky, the license terms in this clause 12 shall apply in addition to the Terms. As a starting point, the customer has access to a standard license for Northern Sky (“Standard License”), providing basic functionality without separate consideration. If the customer wishes to use Northern Sky for data collection from various data collection sources (hardware), including where larger data volumes are collected, processed, and displayed in curves, graphs, and similar visualisations, the customer is required to subscribe to an extended Northern Sky license (“Extended License”). The Extended License is subject to a fee, as specified below.
12.2
By creating each Northern Sky user, the customer accepts that the Company may send messages to the customer (and the customer’s users) to facilitate activation and registration, and to deliver marketing, general newsletters, and other service messages for the purpose of providing information about the management system, the Company’s products, and services, including new products and software solutions.
12.3
The license for Northern Sky is ongoing and renews automatically every quarter, unless terminated in writing by the customer or the Company no later than 30 calendar days before the end of a quarter. Termination must be sent via email to invoice@nordicco.eu. No fee is required for the Standard License, whereas the Extended License is subject to the payment of a license fee in accordance with clauses 12.4–12.6.
12.4
The license for Northern Sky (insofar as it is an Extended License) can be prepaid for an agreed period. If the customer wishes to terminate a prepaid license period, the customer is not entitled to a refund, reimbursement, or other compensation regarding the remaining part of the period.
12.5
Quarterly renewal of the Extended License is conditional upon payment of the then-current license fee. The Company reserves the right to adjust the license fee for future quarters, provided that any increase is notified via the email address registered to the customer’s Northern Sky account at least 2 months before the start of a quarter. Unless otherwise agreed, the license fee for the Extended License must be paid by the first working day of each quarter in which the license is in effect.
12.6
The Company has the right to terminate a license at any time with immediate effect, subject to a proportional refund of the license fee for the Extended License relative to the remaining term.
12.7
Before initial use of Northern Sky, each of the customer’s users must register. To verify identity, the Company requires the user’s email address and name. The user also creates a personal password. The account is personal and non-transferable. Access is conditional upon the user accepting the then-current license terms for Northern Sky.
12.8
The customer can access and manage the Company’s products connected to the account via Northern Sky.
12.9
Upon entering into the agreement, the customer grants the Company the right to access the customer’s connected products for troubleshooting, support, and other monitoring.
12.10
The customer and each user undertake to:
(i) not allow third parties access to a personal account,
(ii) keep the account information updated,
(iii) treat login data confidentially and protect it from unauthorised access, and
(iv) immediately inform the Company of any loss or unauthorised use of login data.
12.11
Northern Sky is provided on an “as is” basis. The Company gives no warranties or representations regarding its suitability or functionality unless otherwise stated. The Company does not guarantee uninterrupted access. Northern Sky is not covered by the warranty in clause 9.1, and a defect in Northern Sky does not constitute a defect in the physical products connected to the account.
12.12
Upon expiry of a license period, all user accounts are blocked or deleted. The customer will no longer have access to data from the accounts.
12.13
The Company has the right to change and/or supplement the license and these terms for the purpose of development or security, provided this does not significantly worsen the customer’s situation. The Company will notify the customer of changes in good time via email or the website.
12.14
In connection with use, the Company processes personal and non-personal data. The Company is entitled to use anonymised results and data derived from use, both during and after the license period, for the purpose of improving products (including Northern Sky), statistical analysis, and other business purposes. Reference is made to the Privacy Policy available at: https://nordicco.eu/cookie-and-privacy-policy/
13 Confidentiality
13.1
The customer may not disclose, use, or enable others to use the Company’s trade secrets or other non-public information.
13.2
The customer shall not improperly acquire or attempt to acquire knowledge of or control over the Company’s confidential information. The customer shall handle information securely to avoid accidental disclosure.
13.3
The customer’s obligations under clauses 13.1–13.2 apply during the business relationship and without time limit after its termination.
13.4
The customer hereby consents to the Company’s free use of the customer’s name and logo as a reference in marketing materials, including on the website and social media. Such use shall be loyal and in accordance with good marketing practice. Consent can be withdrawn in writing with future effect.
13.5
The customer further consents to the Company taking and using photo/video material of installations at the customer’s site as a reference. The customer may at any time demand that specific material is no longer used.
14 Governing Law and Jurisdiction
14.1
The business relationship is governed in all respects by Danish law.
14.2
Any dispute arising in connection with the business relationship shall be settled by the Maritime and Commercial High Court in Copenhagen.
2026.03
These were the Nordicco General Terms & Conditions – For any questions, please contact us here