TERMS OF SALES AND DELIVERY
1. Introduction:
1.1. These terms of sale and delivery apply to all purchase agreements concluded with Iterator ApS (hereinafter referred to as "Iterator"), unless otherwise expressly agreed in writing.
2. Contractual basis:
2.1. Orders placed are only binding when Iterator has sent a written order confirmation and this has been received by the customer.
2.2 If the order confirmation sent differs from the order placed, the Customer must notify Iterator within 5 calendar days of receipt of the order confirmation by the Customer.
2.3. Offers made are only binding on Iterator when written acceptance, in accordance with the offer made, has been received from the customer within 10 calendar days of the offer being made. If such acceptance is not received within the aforementioned period, the offer shall lapse.
3. Prices:
3.1. All prices quoted are subject to price errors.
3.2 Prices are calculated according to the hourly rates agreed for the service and on the assumption that the products relating to the service are correctly installed and that the customer has not made any changes thereto.
3.3 If the customer has made changes to the service relating to products, then the price is calculated according to the separate hourly rates applicable from time to time.
3.4. All prices are exclusive of VAT, any other public charges or fees and transaction fees to card providers. In addition, out-of-pocket expenses for the Iterator are calculated separately.
3.5 Iterator is entitled to change the prices up to and including the delivery date if the price change is in accordance with changes in exchange rates, purchase prices, customs duties, freight, insurance rates or other circumstances over which Iterator has no control.
3.6 If Iterator IT's costs are increased due to the customer's circumstances, then Iterator is entitled to compensation for this.
4. Payment:
4.1. The Client will be invoiced at the end of each month for the number of hours provided by Iterator during the previous month.
4.2 Payment is due 14 days after receipt by the customer of the correctly issued invoice.
4.3 In the event of late payment, interest shall be charged from the due date at the rate of 2% per month commenced.
4.4 In addition to the above interest accrual, Iterator shall be entitled to charge a fixed compensation amount in accordance with the interest law in force from time to time, as well as other recovery costs.
4.5 In case of actual or anticipated default of payment by the Customer, Iterator shall be entitled to suspend its provision of Services until Iterator receives from the Customer prepayment or sufficient security. If the customer fails to make prepayment or provide security within a reasonable period of time set by Iterator, then Iterator shall be entitled to cancel the purchase.
4.6 If an instalment agreement has been concluded between Iterator and the Customer, the full outstanding amount shall become due for payment if the Customer is wholly or partially in default of payment of an instalment.
4.7 The customer's obligation to make timely payment shall not lapse in the event of a complaint by the Customer, whether or not the complaint is timely. The customer is therefore not entitled to offset payments to Iterator.
5. Delivery:
5.1. Delivery is ex works.
5.2 Iterator IT's delivery times depend on the delivery times of Iterator IT's subcontractors, but Iterator aims to deliver as soon as possible.
5.3 Agreed delivery times are deemed to have been met if the products are dispatched by Iterator before the expiry of the delivery time. If the customer makes changes to an order already placed, the agreed delivery time shall be extended to the extent of the change.
6. Duty of disclosure:
6.1 If the use or installation of a product requires special instructions or description, Iterator may, at its usual hourly rates, prepare such documentation for delivery simultaneously with the delivery of the product.
7. Right of use and copyright:
7.1 If Iterator delivers to the customer software development made specifically for the customer, then the customer obtains the full right of use to the delivered software.
7.2. The copyright in the software delivered shall belong to the Customer. However, Iterator is entitled to use the delivered code in whole or in part for the development of new products, also for other customers.
8. Reservation of title:
8.1. Iterator retains title to the delivered products until the full purchase price has been paid. The customer is obliged to reimburse Iterator for all costs incurred as a result of taking back a delivered product.
9. Guarantee:
9.1. Delivered products are only covered by any guarantees of Iterator IT's subcontractors. The products are therefore not subject to any separate guarantee from Iterator.
10. Delay, defects and complaints:
10.1 If Iterator fails to deliver an order in a timely manner, the Customer shall, if the Customer wishes to exercise its rights of default, inform Iterator of a new, reasonable deadline for delivery. The customer is then entitled to cancel the purchase if Iterator does not meet this new, reasonable deadline. If a new reasonable deadline is not provided within 2 business days of the delay, then the customer's right to cancel the purchase is forfeited and Iterator must deliver as soon as possible.
10.2 Upon delivery, the customer is obliged to examine the product received. If the customer discovers, or should discover, defects in the product received, the customer is obliged to immediately complain to Iterator. If the customer does not complain immediately, the customer's right to claim for defects is forfeited.
10.3 If the delivered product suffers from hidden defects, the customer must complain to Iterator within 5 calendar days of receipt. If the customer does not complain in time, the customer's right to claim for defects is forfeited.
10.4 If the customer has misused the product or made changes to it, or has failed to comply with guidelines issued by either Iterator or Iterator's subcontractors, then the customer's right to claim for defects is forfeited.
10.5 In the event of a justified and timely complaint, Iterator is free to choose whether to redeliver the delivered product or to remedy the defect. If Iterator makes a timely replacement or repair, the customer is not entitled to cancel the purchase or claim a proportional reduction in price.
10.6. Iterator is entitled to make several redeliveries and/or remedial attempts.
10.7 If Iterator does not carry out timely redelivery or remedy, the customer is entitled to cancel the purchase or claim a proportional reduction in the price. The purchase can only be cancelled for the part of a delivery that is defective.
10.8 If it is found that the product complained about is free of defects, then the customer is obliged to reimburse all costs Iterator may have incurred as a result of the complaint.
11. Compensation:
11.1. Iterator is not liable for indirect losses, including, but not limited to, lost profits, negative consequences for the achievement of economic objectives, unachieved economic benefits, loss of goodwill, loss of production, loss of data, as well as consequential loss or breach of agreements with third parties.
11.2. Iterator IT's liability is further limited to circumstances resulting from gross negligence or willful misconduct.
11.3 In no event shall Iterator be liable for any loss arising from the fact that the delivered products cannot be used as intended by the customer.
11.4 Iterator is not liable for property damage, including damage to real estate, arising from defects in delivered products. In addition, Iterator is not liable for damage to products produced by the customer, in which products delivered by Iterator are included.
11.5. Iterator disclaims, in accordance with Danish law, to the greatest extent possible product liability and liability as an intermediary. Should Iterator be subject to product liability towards third parties, the customer is obliged to indemnify Iterator to such an extent that Iterator IT's final liability is limited in accordance with these terms and conditions of sale and delivery.
11.6 Iterator IT's liability for any loss or damage is limited in total to a maximum of DKK 2,000,000.00 and always to a maximum of 50% of the price paid by the customer for the product or service to which the liability relates.
12. Applicable law and jurisdiction:
12.1. These terms and conditions of sale and delivery and agreements entered into pursuant thereto shall be governed by Danish law.
12.2. The place of jurisdiction for disputes arising from these terms and conditions of sale and delivery, or from agreements concluded pursuant thereto, shall be Iterator IT's place of business at all times.