General Terms and Conditions
The provisions of these General Terms and Conditions apply as the standard contract conditions which are used in a contract with a merchant in the normal course of business. In accepting an offer or order confirmation or by sending a purchase order, the customer confirms his acceptance of these General Terms and Conditions of Sale and Delivery. Contradictory terms and conditions laid down by the Purchaser will not be binding upon InterSign ApS, even if no specific objections are raised by the Seller, the services, deliveries and offers of the Seller are carried out exclusively on the basis of these Terms and Conditions of the Seller. These thus also apply to all future business relations, even if they are not explicitly agreed upon again. These Terms and Conditions are taken as accepted at the latest when the product or service is received.
Any other document than the present General Terms and Conditions of Sale and Delivery, such as catalogues, prospects, advertisements and other notes shall only be informative and indicative and shall not constitute a contractual obligation. Product related text and image and other product specific information have been carefully prepared; however, no responsibility is taken for the correctness of this information in all documents and digital media of the Seller. Any offers, order acknowledgement, order acceptance of sale of any product of the Seller is conditional upon the terms contained in this document. Any conditional or different terms proposed by the Purchaser are objected to and will not be binding upon the Seller unless accepted expressly in writing by the Seller. These conditions shall govern any individual contract of sale between the Seller and the Purchaser. Any typographical, clerical or other error omission in any sales literature, quotation, price list, order confirmation, invoice or other document of information issued by the Seller shall be subject to correction without any liability on the part of the Seller.
1.0 DRAWINGS, TOOLS, etc
1.1. All drawings and other technical documents which InterSign ApS may elect to supply to the client shall remain property of InterSign ApS, and may not be copied, reproduced or used in any other unlawful manner.
1.2. Special tools or models required for the production shall remain property of InterSign ApS.
2.1. InterSign ApS reserves the right to make construction changes without notice if such changes have no influence on the specified function. For products made to the client’s specifications, the client guarantees to InterSign ApS that the products do not infringe third party immaterial rights.
3.0 EXTERNAL GOODS
3.1. Goods which are passed on to InterSign ApS for processing or other materials belonging to the client which are passed on to InterSign ApS shall be stored at the client’s expense and risk. InterSign ApS thus disclaims all liability for loss or damage, and the client itself shall arrange any insurance cover.
4.1 InterSign ApS offers are non-binding and verbal agreements only bind the seller if he confirms them in writing or fulfils them by shipping the goods and invoice. All sales are subject exclusively to these terms of delivery. They become effective when an order is placed and as recognised by the purchaser no later than on acceptance of delivery or payment of an invoice related to it. Differences from this, the purchaser’s terms and conditions, are only effective if the seller has given his consent in writing.
5.1 Prices include packaging but not VAT, Shipment or any other fees.
5.2 Unless otherwise agreed, the Purchaser bears the cost of shipping from the supply location and all relevant fees and charges.
5.3 InterSign ApS is entitled to change a price on the supply date as a consequence of the expiration of a campaign or in line with changes to exchange rates, purchase prices, customs duties, shipping and insurance rates or other conditions that are beyond the control and influence of InterSign ApS.
5.4 Price changes can and will appear on the InterSign ApS website or on information sent to customers. The price at the time of ordering will be used as a basis, although the price may have fallen between the time of ordering and delivery.
5.5 Should InterSign ApS incur costs on behalf of the Purchaser, InterSign ApS may require compensation for said costs.
5.6 Special bid terms on all orders which includes special bid prices, it is always the resellers responsibility to make sure that the end user price in the special bid from the vendor is compliant with the end user price on the invoice from the reseller to the end user.
6.1. Unless agreed otherwise in writing, payment terms are 14 days net from the date of invoice.
6.2 Should payment not be made on time, interest will run at 1,8 % per month from the invoice due date. InterSign ApS will issue an interest statement once a month. In addition, InterSign ApS may charge reminder fees, debt recovery fees and other fees in connection with collection of the purchase amount, in pursuance of the law concerning debt recovery operations.
6.3 Even if the Purchaser has lodged a complaint concerning a defect or flaw, he or she is still obliged to pay promptly.
7.0 THE PURCHASER’S FINANCIAL SITUATION
7.1 If the Purchaser’s financial situation, in the opinion of InterSign ApS, does not entitle them to the established payment terms, or if the Purchaser has failed to observe payment terms for previous deliveries, InterSign ApS is entitled to cancel unexecuted orders, unless the Purchaser, immediately after being informed thereof, pays for all previously supplied goods and pays in advance for as yet unexecuted orders.
8.0 PAYMENT ETHIC
8.1 An invoice that has fallen due must be paid according to the open item principle, i.e. prompt payment of the entire invoiced amount including a clear reference to the invoice.
8.2 Should a dispute arise concerning an invoice (concerning the price, quantity, missing reference etc.), it is the duty of the Purchaser to inform the InterSign ApS order processor and the debtor’s accountant of this in writing within 7 days of the invoice date. Relevant, detailed documentation and names of any InterSign ApS personnel who have been involved must be enclosed. The Purchaser is not entitled to withhold payment of an invoice, either in full or in part. Should a situation such as this arise, InterSign ApS is fully entitled to 2% interest per month in the period from the due date until payment is made, regardless of the type of dispute, in accordance with section 2.
9.0 PROPRIETARY RIGHTS
9.1 InterSign ApS retains the proprietary rights to the goods that have been sold until payment has been made.
9.2 InterSign ApS may request that the Purchaser insures the goods that have been sold with a recognized insurance firm, including cover and conditions approved by InterSign ApS.
10.0 OFFER, ACCEPTANCE AND ORDER CONFIRMATION
10.1 InterSign ApS offers are non-binding and verbal agreements only bind the seller if he confirms them in writing or fulfils them by shipping the goods and invoice. All sales are subject exclusively to these terms of delivery. They become effective when an order is placed and as recognised by the purchaser no later than on acceptance of delivery or payment of an invoice related to it. Differences from this, in particular the purchaser’s terms and conditions, are only effective if the seller has given his consent in writing.
10.2 InterSign ApS reserves the right not to sell a product.
10.3 Should the order confirmation deviate from the Purchaser’s order with regard to additions, reductions or conditions, and the Purchaser does not wish to accept these changes, this shall be communicated in writing and within two days to InterSign ApS. Unless this is done, the order confirmation issued by InterSign ApS applies.
11.0 CONDITIONS CONCERNING GOODS THAT ARE OUT OF STOCK
11.1 Orders are accepted and offers issued by InterSign ApS for goods that are not in stock based on the possibility of obtaining the relevant products. Each offer is subject to changed decisions concerning import and export of goods. Provided that these conditions are realized, InterSign ApS is entitled to recall the offer, without this entitling the entity receiving the offer to make any kind of demand.
11.2 Correspondingly, statements made in the offer apply to orders accepted by InterSign ApS.
12.0 DELIVERY TIME AND DELAY
12.1 Each statement of delivery time is a rough estimate and is therefore approximate.
12.2 Furthermore, InterSign ApS is entitled to postpone the approximate delivery time, provided that the postponement thereof is necessitated by conditions beyond the control of InterSign ApS, cf. section 8 concerning force majeure.
12.3 Subject to section 9.1, when the stated or specified delivery period is substantially exceeded, the Purchaser is entitled to cancel the purchase; however, delay in a delivery does not entitle the Purchaser to compensation for direct or indirect loss, regardless of the cause thereof, including negligence. This applies only to goods categorized as A & B goods.
13.0 TRANSFER OF RISK
13.1 The goods are delivered from the InterSign ApS warehouse Ex Works (Incoterm 2020).
13.2 When goods are transported via a InterSign ApS carrier, the risk responsibility for the goods is transferred on delivery to the first carrier. Thereafter, you assume the risk. Each item will be covered by insurance, arranged and paid for by InterSign ApS for you, covering the period until it is delivered to you or your customer. For any loss or damage, you must: Report the loss or damage in writing to InterSign ApS at once (same day), and if there is any sign of damage to the shipment, you must reject the goods from the carrier, or accept them with a note to the carrier that the goods are damaged in transport.
13.3 As standard, InterSign ApS provides transport at the expense of the Purchaser to the delivery address provided by the Purchaser.
13.4 Transport is paid on delivery. InterSign ApS will always strive to minimize the Purchaser’s shipping costs.
13.5 On payment of an extra charge, special transport may be arranged where necessary, e.g. for removal personnel, cranes and unpacking.
14.0 FORCE MAJEURE
14.1 InterSign ApS is entitled to postpone or cancel Purchaser orders, including their realization and is otherwise free from responsibility for any omitted, defective or delayed delivery that is wholly or partly due to circumstances beyond the control of InterSign ApS, such as an uprising, unrest, war, fire, public orders, strike, lockout, slowdown, a shortage of means of transport, scarcity of goods, disease, delay or omission in deliveries from suppliers, an accident in production or testing or a power outage. All Purchaser rights are suspended or removed on these occasions. In the case of cancellation or postponed realization, the Purchaser may not apply for damages or make any other claim against InterSign ApS.
15.1 Within 1 month of the product being dispatched, InterSign ApS undertakes to replace or repair parts that have manufacturing defects provided that:
1. The Purchaser complains in good time.
2. Defective goods are returned to InterSign ApS.
3. Following an investigation, InterSign ApS establishes that the defects identified are due to faults in materials or implementation, do not result from poor treatment or storage, neglect, installation, repairs or changes undertaken by the Purchaser, and are not due to an accident.
4. InterSign ApS is not responsible for defects and flaws covered by a warranty issued by the manufacturer. If the manufacturer has established such an independent warranty, it is the situation according to this warranty that applies, regardless of the drawbacks this may involve in the eyes of the customer. InterSign ApS will help the Purchaser and provide directions concerning the warranty and arrangement of repairs for an individual manufacturer.
15.2 With the exception of situations covered by section 13.1, InterSign ApS is not responsible for flaws in the delivered goods, regardless of the cause, including negligence. It should be specifically noted that section 12.1 does not cover software, and InterSign ApS cannot be held responsible for defects in the software or Services that is delivered.
15.3 If InterSign ApS does not undertake redelivery or repair, and on the condition that InterSign ApS is bound by Danish law to provide compensation, this compensation is limited to an amount equivalent to the cost of repairing the flaws in the delivered goods and not exceeding the agreed purchase sum.
15.4 On no occasion that directly or indirectly relates to the delivered goods, their use or InterSign ApS’s output in general is InterSign ApS responsible for indirect losses and consequential damages, such as operational down time, wasted costs, property or other consequential damages, including lost or corrupted data. InterSign ApS is thus never responsible for operational down time, profit-related losses or other indirect losses.
15.5 InterSign ApS is not responsible for defects in goods delivered that are due to errors or neglect on the part of InterSign ApS suppliers or are in any other way caused by the supplier. Where InterSign ApS may be entitled to take action against a supplier, InterSign ApS hereby transfers this claim to the Purchaser, in such a way that the Purchaser is obliged to make their claim directly to the supplier.
15.6 Otherwise, for products that are sold with user instructions, see specific obligations concerning exchange/repair.
15.7 The beforementioned limitation to the compensation amount applies regardless of the motivation for or formulation of the compensation claim, and thus also covers claims that are based on negligence or oversight.
15.8 Under no circumstances is InterSign ApS responsible for damages that are due to the Purchaser failing to fulfil their obligations.
15.9 InterSign ApS does not guarantee that the products delivered will operate without faults or operational down time, or that all software errors (if any) will be corrected.
15.10 On return of DOA (dead on arrival) or defective equipment, the warranty covers repairs, or a replacement product based on an assessment carried out by InterSign ApS. If an equivalent product cannot be obtained, InterSign ApS shall replace the product with an equivalent capacity or credit the customer for the market price of a new or equivalent product.
16.0 COMPLAINTS, WARRANTY ETC.
16.1 Products are supplied with the warranties that the manufacturer supplies to InterSign ApS. The Purchaser may not refer to any other product guarantee for InterSign ApS.
16.2 The Purchaser is obliged to examine the product as soon as it is received. Visible defects and flaws and damage sustained during transport shall be reported to InterSign ApS in writing before 4 pm on the day the product is received. InterSign ApS cannot subsequently be held responsible for damage sustained during transport. In the case of damage to packaging, the words “on receipt” should be noted on the packing slip on delivery of the product. Claims must be presented in writing within seven days of the receipt of goods. In the case of concealed defects, the complaints period is extended to fourteen days.
16.3 Should the Purchaser fail to inform InterSign ApS that they wish to plead a defect within fourteen days of the transfer of the object, they may not subsequently do so, unless InterSign ApS has undertaken to be responsible for the object for a longer period of time or has acted fraudulently.
17.1 Goods are only accepted for return after this has been agreed in writing. Returns must be sent in the unbroken and undamaged original packaging, clearly marked with the authorization number for returning the product (RMA no.). RMA nos. are only valid for fourteen days.
17.2 InterSign ApS categorizes all products relating to their returns policy as follows: A & B. Standard product (a product in daily use). May be returned and 100% refund obtained. Category A and B products can be returned for credit within 7 days after invoicing if:
- Unbroken packaging.
- Original packaging.
- Packaging intact.
- Number of products returned does not exceed normal stock profile.
InterSign ApS will make an assessment concerning this after receiving the product. C and D products are not within normal stock and cannot be returned to InterSign ApS. L + LF. A detailed review and the repurchase should be available. InterSign ApS reserves the right to change the above categories at any time. In this situation, the new category will apply when the Purchaser wishes to return a product. The price is based on the lowest price at the time of invoicing or the current price. For most Software licenses there is a “No Return Policy” which means that InterSign ApS as a rule does not accept a return of licenses as long as the partner has received what has been ordered. Regarding Microsoft licenses there is a 21-Day Return Policy on all Volume Licenses. The timeframe setting is the date on which InterSign ApS purchases the licenses from the supplier.
17.3 Returns are at the expense and risk of the Purchaser and a handling fee and transport costs are charged.
18.0 ADDRESSEE’S LIABILITY
18.1 When an offer or delivery from InterSign ApS is addressed to an actual individual, InterSign ApS is entitled to consider the relevant individual as the debtor, regardless of whether this individual operates in the form of a company.
19.0 CATALOGUES, DESCRIPTIONS ETC.
19.1 Regardless of whether it originates with InterSign ApS or with one of its business connections, all information concerning weight, dimensions, capacity and technical data in a catalogue, description, brochure, advertisement etc., is considered to be supplied by InterSign ApS. Specific Purchaser requirements are only binding when they are specifically confirmed in writing by InterSign ApS.
20.0 CANCELLATION OF AN ORDER BY THE PURCHASER
20.1 For products in category A & B (cf. section 17.2), the Purchaser has the option of cancelling an order or postponing the delivery time.
21.1 On request, InterSign ApS A/S can provide configuration benefits subject to appropriate prices and the manufacturer’s guidelines. Configuration benefits implemented according to the Purchaser’s instructions or specifications, and that are not in accordance with the manufacturer’s guidelines, are implemented at the responsibility of the Purchaser. InterSign ApS does not provide any separate warranty for configured products.
22.0 PRODUCT LIABILITY
22.1 InterSign ApS is liable for product damage pursuant to the general rules of Danish case law. However, notwithstanding any errors or non-conformities in the products delivered or delays, InterSign ApS shall accept no liability for any indirect losses, including operating losses, loss of profits, etc. InterSign ApS is only responsible for personal injury occasioned by the purchased item if the injury is documented as being blamed on negligence on the part of InterSign ApS. The Purchaser is obliged to notify InterSign ApS in writing without undue delay in case a Purchaser learns that a damage has occurred caused by the purchased item, and a third-party claims that such a damage has occurred or in case of danger that such a damage will occur.
23.0 LICENCE RIGHTS
23.1 The sale by InterSign ApS of parts, components and/or materials does not entitle the Purchaser or the Purchaser’s customers to a license for any patent or exclusive rights to any combination, machinery or process in which the sold parts, components or materials are or may be used.
23.2 Software licenses are sold according to the Software Vendor’s Terms & Conditions. InterSign ApS disclaims any compensation or claims regarding software licenses.
24.0 PATENT AND INTELLECTUAL PROPERTY RIGHTS
24.1 Should action be taken against the Purchaser because products that have been supplied by InterSign ApS currently constitute a direct infringement of a Danish patent or intellectual property rights, InterSign ApS undertakes to indemnify the Purchaser against compensation claims relating to a judgement or settlement, and against the cost of any legal proceedings, provided that the following criteria are fulfilled:
1. The Purchaser must immediately notify InterSign ApS of the proceedings in writing.
2. InterSign ApS has sole management of the case and all negotiations concerning the case judgement or settlement.
3. The Purchaser agrees that InterSign ApS, at its own expense, can choose either to obtain the right for the Purchaser to continue using the supplied products, or to exchange/replace said products, in such a way that they no longer constitute an infringement.
24.2 Unless the criteria in section 24.1 are fulfilled, the Purchaser cannot make InterSign ApS liable for the above proceedings.
24.3 If it is not possible to fulfil any of the criteria listed in section 20.1, on grounds that InterSign ApS deems reasonable, and if the Purchaser agrees to return the products after InterSign ApS has requested this in writing, InterSign ApS will grant the Purchaser approval for the returned products equal to their depreciated value. A similar amount of depreciation is applied for each year of the product’s lifetime and is always fixed by InterSign ApS.
24.4 InterSign ApS cannot be liable if products are designed to the Purchaser’s specifications, or if the infringement cannot be directly attributed to the supplied products, but rather to the Purchaser’s specific use thereof, including supplementation of and changes to the supplied products, or the product’s combination or use in conjunction with other products. Furthermore, InterSign ApS does not undertake responsibility for action taken after the Purchaser has become aware of the possible infringement. Any further liability on the part of InterSign ApS is ruled out and, in particular, InterSign ApS may not be made responsible for consequential damages.
25.0 OBSOLESCENCE OF CLAIMS
25.1 Claims brought against InterSign ApS, regardless of their motivation, cannot be valid more than two years after delivery.
26.0 PARTIAL INVALIDITY
26.1 If one or more of the specifications in the current agreement are known to be invalid, illegal or impracticable, this shall not affect or devalue the validity, legality or feasibility of any other specifications.
27.1 Deviation from the above sales and delivery terms and conditions is only permitted following an explicit agreement between the parties in writing.
28.1 Any dispute between InterSign ApS and the Purchaser shall be decided in accordance with Danish law at the Aarhus court of law.
29.0 ELECTRONIC CONNECTION AND EXCHANGE OF DATA
29.1 InterSign ApS offers the Purchaser several types of electronic trading solutions, provided that the parties have agreed to enter into a mutual, loyal partnership. If the trading relationship does not reflect the value of the available electronic trading solutions, InterSign ApS reserves the right to limit the user’s access thereto, in full or in part.
29.2 Daily file exchange A product file that is emailed to the Purchaser, containing details such as product text, supplier product no., Arrow product no., a net price specific to Purchaser and the current opening stock balance.
30.1 Presales InterSign ApS offers the Purchaser presales support in connection with the selection of equipment, dimensioning and/or configuration of large servers/network solutions. A task description is sent to the sales division. A proposed solution is offered, either in writing or over the tele- phone. Should the proposed solution, either in its entirety or a substantial part thereof, result in a realized sale between the Purchaser and an end user, the Purchaser is obliged to submit orders for this via InterSign ApS. Should paid services be involved, InterSign ApS will make the Purchaser aware of this prior to proceeding.
30.2 Aftersales InterSign ApS offers the Purchaser technical assistance in conjunction with installation and correction of technical issues. Support is not provided to end users unless an agreement negotiating this is entered into. Where the configuration/software is not supplied by InterSign ApS, the Purchaser will be invoiced at the appropriate hourly rate (minimum of 1 hour).
31.0 RATES FOR FEES AND CHARGES
31.1 Small order fee of € 5 per order when the value of the order is less than € 125. Return fee of € 25 applied in connection with an approved, returned product.
32.0 DURATION AND TERMINATION
32.1 The standard terms and conditions are valid from the submission of the Purchaser’s initial order until InterSign ApS publishes new terms and conditions in writing. This may take place without warning, either in writing or on the InterSign ApS homepage.
33.0 PROHIBITION AGAINST RE-EXPORTING
33.1 Should the delivery include equipment that is subject to US export restrictions, issued by the US Department of Commerce, such equipment may not be exported/ re-exported, without an approved license, nor may it be resold to entities or persons included in the US Department of Commerce’s restrictions list, Table of Denied Orders, and nor, without special permission from the US Department of Commerce, may it be sold to or made available to entities, organizations or persons involved in nuclear activity or for use in nuclear applications or systems without a special license.