SALES AND DELIVERY TERMS
These sales and delivery terms constitute the agreement between FlexERP, hereinafter referred to as the Seller, and the Buyer.
These sales and delivery terms were last revised on 1/1-2020.
§ 1. GENERAL
Any delivery between the parties takes place on the basis of these general sales and delivery terms.
§ 2. QUOTATIONS
Offers are only binding for the seller for 14 days. Offers must be accepted in writing by the buyer, either per letter, e-mail or by electronic signature.
§ 3. PAYMENT
Payment must be made no later than 8 days after delivery. Payment must take place as indicated on the invoice. If the purchase price is not paid on time, late payment interest of 1.75% per month will be added to the remaining debt at all times from the due date. Payment of interest does not preclude the seller from demanding compensation for the additional loss that the buyer's failure to pay may result in. The buyer is obliged to make any payment to the seller as if the delivery had taken place at the agreed time, even if the delivery is postponed due to the buyer's circumstances. The buyer is not entitled to set off or withhold any part of the purchase price due to counterclaims, unless this is acknowledged in writing by the seller.
§ 4. OWNERSHIP
The seller reserves the right of ownership to the delivered goods until payment has taken place with the addition of accrued interest and costs.
§ 5. DELIVERY AND DELAY
Delivery takes place from the seller's address, regardless of whether the seller brings the goods to the buyer through his own people or through a third party in accordance with a separate agreement with the buyer. Delivery to the buyer takes place at the buyer's expense and risk. Exceeding the delivery time by 14 days due to the seller's circumstances in all respects is considered timely delivery, whereby the buyer cannot therefore exercise any rights against the seller. If a delay in delivery is due to the seller being prevented from delivering due to a labor dispute, fire, war, shortage of goods, employees, agents or any other circumstance as well as all cases of force majeure, the delivery will be postponed for the time that the obstacle lasts. This applies regardless of whether the reason for the delay occurs before or after the end of the agreed delivery time. The seller does not assume any responsibility or liability for damages in connection with consequences due to late delivery. However, both parties are entitled to cancel the agreement if the delay exceeds 3 months.
§ 6. PACKAGING
The seller must ensure that the service is packaged properly. If the buyer has special requirements or wishes in connection with packaging, this must be communicated to the seller in writing before the conclusion of the agreement.
§ 7. DEFECTS
The buyer must immediately upon delivery carry out an examination of the goods and services from the seller. If the buyer wants to claim a defect, the buyer must, immediately after the defect is or should have been discovered, notify the seller in writing and state what the defect consists of. If the buyer does not complain as stated, the buyer cannot later claim the defect. At the seller's choice, defects in the item sold will be remedied or re-delivered at the seller's expense within a reasonable time. If this does not happen, the buyer is entitled to cancel the agreement, demand a refusal of the purchase price or demand compensation. If the buyer has not claimed the defect to the seller within 1 month after the delivery date, the buyer cannot later assert the defect.
§ 8. DEFAULT
In the event of the buyer's default, the seller is entitled to stop further deliveries and demand compensation according to the general rules of contract law.
§ 9. LIMITATION OF LIABILITY
A compensation claim against the seller cannot exceed the invoice amount for the item sold. The seller is not liable for operating loss, loss of profit as a result of delay or defects in the sold item. The seller cannot be held responsible for claims for operating losses or similar financial expenses, as a result of software errors, hardware errors, virus attacks, as well as the seller's configuration changes in the buyer's IT systems. The seller must notify the buyer in writing without undue delay if force majeure and other conditions occur that are beyond the seller's control. For product liability, the rules applicable at all times in Danish law apply.
§ 10. CHOICE OF LAW AND JURISDICTION
The agreement is subject to Danish law. Any disagreement between the parties will be settled by the Maritime and Commercial Court in Copenhagen.
§ 11. OTHER CONDITIONS
The Odoo software system is NOT owned and supplied by FlexERP, and the software agreement for use and hosting of the Odoo system is legally entered into between the Buyer/Customer and Odoo S.A..
Sales and delivery terms for this can be found on the website www.odoo.com.