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1.1 Unless otherwise agreed in writing, these terms of sale and delivery (“the Terms”) shall apply to all agreements entered into with respect to the sale and delivery of products and related services of Nordicco A/S, Business Registration Number (CVR) 36085118 (“the Company”).
2. Contractual basis
3. Products and services
3.1 Products which the Company sells and delivers to the customer shall be new and comply with Danish legislation upon delivery.
3.2 Any related services which the Company sells and delivers to the customer, in connection with the sale and delivery of products such as installation of the Company’s products, shall be performed correctly in terms of workmanship and comply with Danish legislation upon delivery.
3.3 The products and related services which the Company sells and delivers to the customer are intended to create an improved indoor climate and lower energy consumption. The products are for use in 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 the use for any other purpose or the use outside the European Union. The customer shall indemnify the Company if the Company incurs liability 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 and stated in Danish kroner, exclusive of VAT.
4.2 Unless otherwise agreed in writing, the customer shall pay all invoices before the dispatch of the products and spare parts.
5. Late payment
5.1 Should the customer fail to pay an invoice for products, spare parts or related services in time for reasons for which the Company is not responsible, the Company shall be entitled to interest on the amount due at the rate of 1% per month from the due date until such time as payment is made.
5.2 Should the customer fail to pay an overdue invoice for products or related services within 14 days of receiving a written demand for payment from the Company, the Company shall, in addition to charging interest according to clause1 , be entitled to: (i) cancel the sale of the products and/or related services to which the delay is connected, (ii) cancel the sale of products and/or related services which have not yet been delivered to the customer or demand advance payment thereof, and/or (iii) exercise other remedies for breach of contract.
6. Quotations, orders and order confirmations
6.1 The Company’s quotation shall be valid for 14 days from the date of the quotation unless otherwise stated in the quotation. Acceptance of quotations received by the Company after the expiry of the time stipulated for acceptance shall not be binding on the Company unless the Company notifies the customer otherwise.
6.2 The customer shall send 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 shall strive to send confirmation or rejection of an order for products or related services to the customer in writing no later than 2 working days from receipt of the order. Confirmations and rejections of orders shall be made in writing to be binding on the Company.
6.4 The customer shall not be entitled to change a placed order for products or related services without the Company’s written consent.
6.5 Should the Company’s confirmation of an order for products or related services fail to comply with the customer’s order or the Contractual Basis, and should the customer not wish to accept the inconsistent terms, the customer shall inform the Company hereof in writing no later than 2 working days from receiving the order confirmation. Otherwise, the customer shall be bound by the order confirmation.
7.1 Unless otherwise agreed in writing, the Company shall deliver all sold products Ex works, Denmark.
7.2 The Company shall deliver all sold products and related services at the time stated in the Company’s order confirmation. The Company shall be entitled to deliver before the agreed delivery time unless the parties have agreed otherwise.
7.3 The customer shall inspect all products and related services upon delivery. Should the customer discover a fault or defect on which the customer wishes to rely, the customer shall immediately give the Company written notice hereof. Should the customer fail to give the Company written notice of the fault or defect which the customer has discovered or should have discovered, the customer shall not be entitled to rely on such fault or defect at a later time.
8. Delayed delivery
8.1 In the event that the Company expects a delay in the delivery of products or related services, the Company shall inform the customer hereof and at the same time state the reason for the delay and the new expected delivery time.
8.2 Should the Company fail to deliver products or related services within 60 days from the agreed delivery time for reasons for which the customer is not responsible, the customer shall, by notifying the Company in writing hereof, be entitled to cancel the order or orders affected by the delay. The customer shall have no other rights in connection with delayed delivery.
9.1 The Company warrants that products and related services are free from material faults and defects in design, materials and workmanship for 24 months from delivery. For parts which are replaced under this warranty, the warranty period shall be 12 months from the replacement, however, a maximum of 24 months from original delivery.
9.2 The Company’s warranty shall not cover faults or defects 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 general practice, (iii) repair or modification performed by anyone other than the Company, and (iv) other matters for which the Company is not responsible.
9.3 Should the customer discover a fault or defect during the warranty period on which the customer wish to rely, the customer shall immediately give the Company written notice hereof. Should the customer fail to give the Company written notice of the fault or defect which the customer has discovered or should have discovered, the customer shall not be entitled to rely on such fault or defect at a later time. The customer shall provide the Company with the information about a notified fault or defect requested by the Company.
10.1 Each party shall be liable for its own actions and omissions under applicable law with the limitations following from the Contractual Basis.
10.2 The customer shall familiarise itself with and comply with all manuals, instructions and procedures which apply to and accompany the products, spare parts and related services which the Company delivers to or performs for the customer. The customer shall also be under an obligation to ensure that all relevant employees or persons under the customer’s authority of instruction familiarise themselves with and comply with such manuals, instructions and procedures during installation and before and after the products, spare parts or related services are put into use.
10.3 The Company shall incur product liability with respect to delivered products, spare parts and related services in so far as such liability is stipulated by mandatory legislation. The customer shall indemnify the Company if the Company incurs product liability in addition to the above.
10.4 Notwithstanding any conflicting terms in the Contractual Basis, the Company’s liability towards the customer shall not exceed a total amount of DKK 1,000,000. The limitation of liability shall not apply if the Company has acted intentionally or with gross negligence.
10.5 Notwithstanding any conflicting terms in the Contractual Basis, the Company shall not be liable towards the customer for any indirect loss, including loss of production, sale, profit, time or goodwill unless such loss is the result of intentional or grossly negligent behaviour.
10.6 Notwithstanding any conflicting terms in the Contractual Basis, the Company shall not be liable towards the customer for non-performance of obligations attributable to force majeure. This exemption of liability shall exist for the duration of the force majeure event. Force majeure shall include circumstances which are beyond the Company’s control and which the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure events are unusual natural conditions, war, terror, fire, flood, vandalism and labour disputes.
11. Intellectual property rights
11.1 The Company shall have full ownership of all intellectual property rights relating to products and related services, including patents, designs, trademarks and copyrights.
11.2 In the event that the delivered products infringe the intellectual property rights of any third party, the Company shall at its own expense: (i) guarantee the customer the right to continue to use the infringing products, (ii) modify the infringing products so that they are no longer infringing products or (iii) replace the infringing products or spare parts with non-infringing products, or (iv) repurchase the infringing products at the original net purchase price less 25% per year since delivery. The customer shall have no other rights in connection with the infringement of the intellectual property rights of third parties by products or related services.
12. Northern Sky licence terms
12.1 In the event that the customer subscribes to the Company’s browser-based software tool/operating system, Northern Sky, when placing an order (or subsequently), the licence terms included in this clause 12 shall be a supplement to the Terms.
12.2 Upon the customer’s creation of each Northern Sky user account, the customer agrees that the Company may send notifications to the customer (and the customer’s users) in order to facilitate the activation and registration of Northern Sky and to deliver marketing material, general newsletters and other service communications for the purpose of providing the customer with information about the operating system, the Company’s products and services, including new products and software solutions.
12.3 The Northern Sky licence is a continuous licence and shall be renewed automatically each quarter, unless terminated in writing by the customer or the Company no later than 30 calendar days before the end of a quarter. Termination shall be made in writing to email@example.com.
12.4 The Northern Sky licence may be paid in advance for an agreed period. Should the customer wish to terminate a pre-paid licence period, the customer shall not be entitled to reimbursement, compensation or other repayment for the remaining part of the licence period.
12.5 Quarterly renewal of the licence shall be subject to the payment of the licence fee applicable at the time. The Company shall reserve the right to adjust such licence fee in respect of future quarters, provided that the customer is notified of any increase in the licence fee by the email registered to the customer’s Northern Sky account no later than 2 months prior to the beginning of a quarter. Unless otherwise agreed, the licence fee shall be paid no later than on the first business day of each quarter in which the Northern Sky licence is in force.
12.6 The Company shall be entitled at any time to terminate a licence with immediate effect in return for a proportionate repayment of the licence fee in relation to the remaining term of the licence period.
13.1 The customer shall not pass on or use or enable others to use the Company’s trade secrets or other information of any kind which is not publicly available.
13.2 The customer shall not in an improper manner obtain or attempt to obtain knowledge or possession of the Company’s confidential information as described in clause 13.1. The customer shall handle and store information securely to prevent it from accidentally being communicated to a third party.
13.3 The customer’s obligations according to clauses 13.1-13.2 shall apply for as long as the parties do business together and shall not be subject to any time limit after the termination of the mutual business activities, regardless of the reason for such termination.
14. Applicable law and venue
14.1 The parties’ mutual business activities shall in all respects be subject to Danish law.
14.2 Any dispute that may arise in connection with the parties’ mutual business activities shall be settled by the Maritime and Commercial Court in Copenhagen, Denmark.
These were the Nordicco General Terms & Conditions – contact us here