extent that they are not waived by special written agreement between the parties.

1. Application1.1. General Terms of Sale and Delivery (the “Terms”) apply to all agreements on dvide SYSTEM’s, CVR number 36197986, (“The Bureau”) sales and delivery of products and services within concept development and design for corporate customers.

2. Contractual Basis
2.1. The terms together with the Bureau’s offer and in some cases order confirmations constitute the entire contractual basis for the Bureau’s sale and delivery of products and services to the customer (the “Contract basis”). The customer’s purchasing conditions printed on orders or otherwise communicated to the Bureau do not form part of the contractual basis.

2.2. Each party must immediately notify the co-contractor if the party changes legal entity status, is subject to bankruptcy or restructuring, or voluntary liquidation.

3. Offer and agreement
3.1. The Bureau’s offer is valid for 30 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by the Bureau after the expiry of the acceptance period shall not be binding on the Bureau unless the Bureau notifies the Customer otherwise.

3.2. The customer cannot change an order placed without the written consent of the Bureau.

3.3. If the Bureau’s confirmation of an order does not agree with the Customer’s order or the Basis of Agreement and the Customer does not wish to accept the inconsistent terms, the Customer must notify the Bureau in writing within 6 working days of receipt of the order confirmation. Otherwise, the Customer is bound by the order confirmation.

3.4. Payment terms are stated in quotation or order confirmation.

4. Price
4.1. All prices are excl. VAT.

4.2. If, in the period leading up to the delivery, public taxes or in other costs have increased the Bureau is entitled to regulate the price with the documented increases.

4.3. In addition to the offered or agreed price, the Bureau is entitled to claim payment for extra work arising from the Customer’s circumstances, including:

• Additional work resulting from of the basic material or information provided by the Customer to the Bureau appears to be incomplete, unsuitable or inadequate.
• Additional work resulting from the Customer making corrections or changes to the material delivered after the work has started.
• Overtime and other measures agreed with the client after the conclusion of the agreement.
• Storage, delivery, handling and resubmission of the Customer’s material and tools after delivery has taken place.
• Additional work due to the fact that the agreement cannot be implemented in continuous production due to the customer’s circumstances. Here, however, it is a condition that the Customer is made aware of the relationship before the extra work is done.

4.4. For ad hoc tasks not covered by a fixed-price agreement, the Bureau’s hourly rate is charged at any time.

4.5. If the Customer has requested the Bureau to prepare concept development, creative presentations, original material, etc., the Bureau is entitled to receive payment for this work and its value.

5. Payment
5.1. Payment is made no later than the date stated on the invoice as the last due date of payment.

5.2. If the Customer fails to pay an invoice in a timely manner for reasons for which the Bureau is not responsible, the Bureau is entitled to charge an interest rate of 1% per month on the due amount from due date and until payment is made.

5.3. If the Customer fails to pay an overdue invoice within 14 days of receiving a written request for payment from the Bureau, the Bureau has, in addition to the interests as per clause 5.2 the right to:

• cancel the sale of the services to which the delay relate
• cancel the sale of services that have not yet been provided to the customer or demand payment in advance, and / or
• claim other remedies for breach of contract.

6. Delivery
6.1. Delivery takes place at the time and place agreed with the Customer, subject to any delays or obstacles caused by:
 – Customer’s action or omission.
–  The circumstances mentioned in paragraph. 13.1.

6.2. In the case of the aforementioned delays, the Bureau is entitled to extend  the delivery time or cancel the agreement. If an event such as the above causes the fulfillment of the Bureau’s delivery obligations to become more expensive, the Bureau is obliged to fulfil the delivery obligations, if the Customer declares to pay the additional price calculated by the Burea

6.3. If no delivery date has been agreed upon, the Bureau will determine the delivery time.

6.4. At the request of a party, agreed delivery deadlines may be postponed according to the following rules:
– Deadlines can be postponed one or more times with a written notice of at least 10 working days, however, with a maximum deferral of totally 30 working days for each task. Payments are deferred accordingly. There is no financial compensation for deferral.

6.5. The recipient must ensure that the goods are intact immediately upon receipt and before receipt of the consignment note. It is always the recipient who must announce transport damage, and this must be done directly to the driver (the carrier). The seller cannot acknowledge any transport claims if the consignment note is acknowledged without any remarks or reservations.

7. Intellectual property rights
7.1. Copyright to the preparation for and concepts developed by the Bureau, creative presentations, original material etc. belongs to the Bureau and may not handed over to third parties without the Bureau’s approval.

8. Confidentiality
8.1. The Customer may not disclose or use or enable others to use the Bureau’s trade secrets or other information of any nature that is not publicly available.

8.2. The Customer may not unduly obtain or attempt to obtain knowledge of the Bureau’s confidential information as described in clause. 1. The customer must handle and store the information properly to avoid accidental access to the knowledge for others.

8.3. The parties’ obligations under clause 1- 8.2 apply during the parties’ cooperation and without a time limit after the termination of the cooperation, regardless of the reason for the termination.

9. Delay
9.1. If a delay occurs, the Customer is only entitled to cancel the agreement if, at the time of the conclusion of the agreement, he has specified the importance of delivery at an exact time and the general rules of cancellation of Danish law are otherwise fulfilled.

10. Defective delivery
10.1. The customer is responsible for immediately complaining about a defective delivery. If no complaint is made, or the customer complains later than 14 days after delivery, the Customer loses the right to claim the defect. The Bureau is entitled to remedy a defect if this can be done within a reasonable time.

10.2. The Bureau guarantees that products, spare parts and associated services are free from significant defects and defects in design, materials and workmanship for 12 months after delivery. For parts that are replaced under warranty, the warranty period is 12 months from replacement, but a maximum of 24 months from original delivery.

10.3. The Bureau’s warranty does not cover wear parts and defects or defects caused by: (i) ordinary wear and tear; (ii) storage, installation, use, or maintenance in violation of the Bureau’s instructions or general practice; (iii) repair or alteration performed by anyone other than the Bureau, (iv) other matters for which the Bureau is not responsible.

10.4 If the customer discovers a defect or defect during the warranty period which the customer wishes to invoke, this must be notified in writing to the Bureau. If an error or defect which the customer discovers or should have discovered is not immediately notified in writing to the Bureau, it cannot be claimed later. The Customer shall provide the Bureau with the information of a notified error or defect as requested by the Bureau.

10.5. Within 14 days of receiving the Customer’s notice of a defect or error and investigating the claim, the Bureau will notify the Customer whether the defect or error is covered by warranty. The customer must send defective parts to the Bureau upon request. The customer bears the cost and risk of parts during transport to the Bureau. The Bureau bears the cost and risk of parts during transport to the customer if the defect or error is covered by warranty.

10.6. Within 21 days after the Bureau has notified the customer pursuant to item 10.5. that a defect or error is covered by warranty, the Bureau will remedy the defect or error by: (i) replacing or repairing defective parts, or (ii) sending parts to the customer for the customer’s own replacement or repair.

10.7. If the Bureau fails to remedy a defect or error covered by the warranty within 21 days of the Bureau notifying the customer pursuant to clause 10.5. for reasons for which the customer is irresponsible and the error or defect has not been rectified within a reasonable period of at least 21 days, the customer may cancel the order (s) affected by the error or defect without notice in writing to Bureau. The Customer has no rights in respect of errors or defects in products, spare parts or related services other than those expressly stated in clause 1011. Subcontractors

10.8. The Bureau is entitled to have all, or part of the work done by subcontractors.
10.9. When the Bureau has work carried out by subcontractors, the Bureau cannot guarantee that the subcontractor’s technical drawings, intellectual property rights etc. can be handed over to the Customer without the subcontractor’s written consent.

11. Subcontractors
11.1. The Bureau is entitled to have all, or part of the work done by subcontractors.

11.2. When the Bureau has work carried out by subcontractors, the Bureau cannot guarantee that the subcontractor’s technical drawings, intellectual property rights etc. can be handed over to the Customer without the subcontractor’s written consent.12. Breach

12. Breach
12.1. The breach of the contractual relationship between the Bureau and the Customer is governed by the general rules of Danish law.

12.2. The customer is responsible for immediately complaining about a defective service. If no complaint is made, or if the Customer complains too late, the Customer loses the right to claim the defect.

12.3. The Bureau has the right/duty to remedy all errors and omissions, cf. the general rules of Danish law in this regard.

13. Liability
13.1. In the event of a delay and in the event of a defect in the delivery, the Bureau shall have no responsibility where the delay or defect is due to:

•  Failure or damage to production equipment that has proven to cause delays or damage to production.
• In the case of labor disputes of any kind.
• Any other circumstance that the Bureau does not control (force majeure situations).

  13.2. The Bureau shall not be liable for the Customer’s operating loss, loss of profit or other indirect loss, including loss arising from the Customer’s legal relationship with third parties in the event of delays or defects in the delivered.
  13.3. The Bureau is not responsible for the quality of the delivered if the Customer changes a concept, design, creative presentation, original material etc. after delivery.
  13.4. The Bureau is not responsible for the Customer’s lack of authorityto reproduce, duplicate or publish any writing, images, drawings, patterns, illustrations, texts, trademarks, other business characteristics and other merchandise, including design or other that may be subject to the rights of any third party. If the Bureau incurs liability to third parties in connection with the Customer’s failure to exercise the additional rights of third parties, the Customer shall indemnify the Bureau for such liability.

13.5. The Bureau is not responsible for any loss or damage to products such as originals, materials and the like, which are not the Bureau’s, but which have been handed over by the Customer for the purpose of solving and agreed task or for storage, including for the storage of works carriedout by the Bureau. However, the Bureau shall be liable if it is established that the loss or damage is due to gross negligent conduct by the Bureau.

13.6. The customer’s total claim against the Bureau may at no time exceed 20% of the agreed purchase price for the service to which the claim relates.

14. Processing of personally identifiable information
14.1. The Bureau processes personal data with due observance of the Data Protection Regulation and -Act. Information about the Customer’s name, address, e-mail, telephone number etc. is used only in connection with the Customer’s ordering and communication.

14.2. The Bureau complies with the registered persons rights (including the right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).

14.3. The Bureau will keep the information for as long as is necessary for the purpose for which the information is processed. The Bureau does not disclose, sell or otherwise transfer information to third parties, unless the Customer has given consent to this.

14.4. If the Customer wants information about what data is being processed, to have the data deleted or corrected, the Customer can contact the Bureau at jeanet@dvide.dk.

14.5. Reference is made to the Bureau’s personal data policy available on the Bureau’s website.

15. Applicable law and jurisdiction
15.1. The parties’ cooperation is in all respects subject to Danish law.

15.2. Any dispute that may arise in connection with the parties’ cooperation must be settled by a Danish court.