TERMS AND CONDITIONS
1. BACKGROUND AND SCOPE
1.1 The following terms and conditions shall apply to any cooperation between Fourcom ApS (Fourcom) and the customer, unless the parties have agreed otherwise in writing.
1.2 Cooperation with Fourcom can be carried out based on purchases from the customer, or based on agreements wherein the customer becomes a dealer of Fourcom’s products. As such, these terms and conditions may not in all cases be relevant for all customers.
1.3 Any reference to a “customer“ in these Terms and Conditions, shall mean both customer and dealers.
2. ORDERS AND DELIVERY
2.1 Any order, as well as offers from salesmen of Fourcom, shall be considered to be accepted by Fourcom once Fourcom confirms the order in writing. The confirmation shall include an estimated delivery date, as well as the full price. Upon inquiry, the customer will receive login information to be used on Fourcoms B2B webshop.
2.2 Unless otherwise agreed in writing, any confirmation of the date of delivery is to be considered an estimate, and shall not be binding for Fourcom.
2.3 Any agreed delivery dates are, in any case, subject to strikes, lockouts, natural disasters, epidemic outbreaks and/or any other circumstance which prevents timely delivery, and which Fourcom is unable to control.
2.4 In the event that Fourcom becomes aware that timely delivery is not possible, the customer shall be informed thereof in writing, which information shall include a new estimated delivery date.
2.5 In the event that the extended estimated delivery date is given to the customer in accordance with art. 2.4, the customer shall be entitled to withdraw its purchase for the affected products.
3. PRICES
3.1 For customers of Fourcoms products, who are not dealers hereof, prices are available on Fourcoms webshop, or can be received upon inquiry.
3.2 All prices informed to customers and dealers shall be stated in Danish Crowns (DKK), Swedish Crowns (SEK), Euro (EUR) and U.S. Dollars (USD) and excludes VAT.
4. TECHNICAL INFORMATION, PRODUCT DETAILS, EXPENSES ETC.
4.1 All technical information, product details etc, included in – for example – brochures and price lists, is to be considered approximated and non-binding unless the parties have specifically agreed otherwise.
5. PRODUCT CHANGES
5.1 Fourcom reserves the right to make any changes in design, manufacturing methods etc., as Fourcom deems necessary prior to delivery.
5.2 Such changes only give the customer the right to withdraw its order, if the customer can prove that a specific design, manufacturing method etc. was a prerequisite for the order.
5.3 Any withdrawal of an order as a result of art. 5.1 and 5.2, shall not entitle the customer to damages of any kind.
6. COSTS
6.1 Any prices provided in price lists, order confirmation etc. are exclusive transportation costs and VAT and any taxes, unless otherwise agreed in writing.
7. DELIVERY – PAYMENT AND RISK
7.1 In the event that the it is agreed, that the customer shall arrange shipment/delivery, deliveries are sold Ex Works (Incoterms 2020) from Fourcoms warehouse/location.
7.2 In the event that it is agreed, that Fourcom shall arrange shipment/delivery, deliveries are sold DAP (Incoterms 2020) from Fourcoms warehouse/location.
7.3 The agreement regarding shipment/delivery will be confirmed in the agreement between the parties, including in the order confirmation.
8. PAYMENT TERMS
8.1 Unless otherwise agreed in writing, payment of invoices is due upon invoicing, unless the invoice states otherwise. Invoicing will be completed once an order has been dispatched from Fourcom.
8.2 In case the customer does not pay any invoice duly, Fourcom is entitled to interests of 2 % per month. Furthermore, Fourcom is entitled to a reminder fees in accordance with applicable law. All payments are first depreciated on interests.
8.3 Any products delivered from Fourcom to the customer shall remain the property of Fourcom until the customer has paid in full.
8.4 Fourcom is entitled to unilaterally alter the payment terms if the customer does not pay one or more invoices in due time, or if Fourcom has reason to believe that the customer is unable to pay, in which case the customer shall have the opportunity to disprove such concerns.
8.5 Fourcom is, at any time, entitled to refuse delivery of products if the customer does not pay one or more invoices in due time.
8.6 The customer is not entitled to use any claim against Fourcom, unless agreed in writing, for offsetting or retention against claims from Fourcom.
8.7 If the customer does not arrange for pickup within 7 days of the products being delivered Ex Works from Fourcom’s location, Fourcom is, in addition to payment of the full invoiced ampunt, entitled to a handling fee of DKK 265,00 per order, as well as usual storage costs. Fourcom is also entitled, but not obligated to deliver the products to the customer at the customers risk and expense.
9. DEFECTS
9.1 The customer is obligated to conduct a thorough investigation of the products upon delivery, to ensure that these are free from visible defects.
9.2 Fourcom undertakes to provide replacements or repairs (subject to the choice of Fourcom) within 6 months of delivery, in case of defects in the delivered products, which are caused by faulty construction/manufacturing or materials.
9.3 In case a defect is caused by a lack of maintenance, inappropriate use, technical interventions or changes carried out without the written consent of Fourcom, extraordinary climatic influences or normal wear and tear, Fourcom shall not be obligated to accept any inquiries for repairs or replacements.
9.4 If the customer wishes to invoke art. 9.1, such message must be in writing immediately and within 5 days once the customer has, or should have, realized that the product is defective, and shall present include full documentation for the defect.
9.5 If Fourcom accepts a claim regarding art. 9.1, the customer shall bear all costs and risks of transportation to Fourcom. Replaced or repaired products shipped to the customer, shall be shipped CPT (Incoterms 2020).
9.6 If Fourcom conducts investigations, including tests, of a product which the customer has claimed is defective, and these investigations/tests show that the product is in fact not defective, the customer will be invoiced for all work conducted by Fourcom.
10. LIABILITY
10.1 Fourcom shall only be responsible for replacement or repair of defective products in accordance with art. 9, and shall in no other event, including as a result of delayed delivery, be held liable for damages suffered from the customer, including indirect losses.
10.1.1 In case a third-party raises a claim against Fourcom which includes liability beyond the terms in art. 9 and 10 of these terms and conditions, the customer is obligated to indemnify Fourcom for any losses suffered beyond Fourcoms liability towards the customer.
10.2 Product liability:
10.2.1 In no event, except in accordance with statutory regulations in the Danish Act on Product Liability (Produktansvarsloven) shall Fourcom be held liable for any damages suffered as a result of defects in the purchased products.
10.3 In any event, Fourcom’s liability is limited to 100 % of the purchase price for the relevant product(s).
11. INTELLECTUAL PROPERTY RIGHTS
11.1 Any use of Fourcoms intellectual property rights to, for example: logos, images, design, technical knowhow, goodwill etc., shall be considered to be contingent of Fourcoms approval or disapproval. Furthermore, all such intellectual property rights belong to Fourcom and approval of the customer’s use does not include any transfer of rights or any acceptance of the customer’s use of such rights, beyond the scope of the cooperation.
12. RIGHTS OF USE
12.1 The customers rights of use to software products, for example licences, is strictly limited to the scope of usage of the product, including the written instructions/license terms of use provided by Fourcom or by the manufacturer, if the manufacturer is a different entity. The customer is strictly prohibited from using the products for any other purpose or in violation of the instructions/terms of use, and the customer is obligated to observe and live up to all instructions/terms of use.
12.2 The customers rights of use in accordance with the scope of purchase of software products is to be considered non-transferrable and non-exclusive in any capacity.
12.3 The customers rights of use are contingent on due payment of all invoiced amounts.
12.4 If the customer fails to live up to the instructions/terms of use, or if the customer fails to pay invoiced amounts duly, such a breach is to be considered a material breach of the parties’ agreement.
13. FORCE MAJEURE
13.1 In an event of force majeure which prevents Fourcom from performing its obligations under the agreement with the customer, Fourcom must immediately notify the customer giving full particulars of the event of force majeure and the reasons for the event of force majeure preventing Fourcom from, or delaying Fourcom in performing its obligations under the agreement and Fourcom must use its reasonable efforts to mitigate the effect of the event of force majeure upon its performance of the agreement and to fulfill its obligations under the agreement.
13.2 An event of force majeure is an event or circumstance which is beyond the control and without the fault or negligence of the party affected and which by the exercise of reasonable diligence the party affected was unable to prevent provided that event or circumstance is limited to the following:
a) riot, war, invasion, act of foreign enemies, hostilities (whether war be declared or not) acts of terrorism, civil war, rebellion, revolution, insurrection of military or usurped power, requisition or compulsory acquisition by any governmental or competent authority;
b) ionising radiation or contamination, radio activity from any nuclear fuel or from any nuclear waste from the combustion of nuclear fuel, radioactive toxic explosive or other hazardous properties of any explosive assembly or nuclear component;
c) pressure waves caused by aircraft or other aerial devices travelling at sonic or supersonic speeds;
d) earthquakes, flood, fire or other physical natural disaster, but excluding weather conditions regardless of severity;
e) strikes at national level or industrial disputes at a national level, or strike or industrial disputes by labour not employed by the affected party, its subcontractors or its suppliers and which affect an essential portion of the works but excluding any industrial dispute which is specific to the performance of the works or this contract; and
f) epidemic/pandemic outbreaks of disease(s), which affects a party’s ability to perform its obligations.
14. TERMINATION
14.1 Termination in general:
14.1.1 Fourcom is entitled to terminate any agreement if the customer is in material breach of any agreement between the parties.
14.2 Termination of dealerships:
14.2.1 In addition to article 13.1, Fourcom is entitled to at any time and without any reason to terminate the cooperation with dealers with 3 months’ notice.
14.2.2 A dealer is entitled to terminate the cooperation without any notice. However, the dealer must always pay any outstanding amounts for any confirmed orders.
14.2.3 If a dealership is terminated, whether by the dealer or Fourcom, and if the dealer is still in possession of unsold Fourcom products by the end of the notice period, Fourcom shall be entitled, but not obligated, to purchase said products from the dealer for an amount equivalent to the dealer’s purchase price.
15. RETURN POLICY
15.1 All orders are non-returnable and non-refundable, unless otherwise agreed in writing.
15.2 If Fourcom accepts an inquiry for the return of delivered products, Fourcom is entitled to demand that the products are in perfect condition and in original packaging, and Fourcom is entitled to a handling fee of 10 % of the product value. Furthermore, refunds are subject to price-adjustments, and will be adjusted in accordance with applicable prices upon the date of the refund.
16. DATA PROTECTION
16.1 Fourcom refers the customer to its data protection policy, which can at all times be found on www.fourcom.dk.
17. SEVERABILITY
17.1 In case one or more of the articles in these Terms and Conditions are deemed invalid or unenforceable, the remaining articles shall continue to be valid and enforceable between Fourcom and the customer.
18. MISCELLANEOUS
18.1 The Parties Agrees that a dealer is considered to be a sole independent contractor, and that the cooperation in no way is to be considered as an employment, agency, joint venture, exclusive distributor, franchise, sales representative or any other relationship other than stated in these Terms and Conditions
19. TRANSFERRAL OF RIGHTS
19.1 Fourcom shall be entitled to transfer its rights and/or obligations in regards to the agreement with its customers, including these Terms and Conditions, to a third party.
20. LAW AND VENUE
20.1 The agreement between Fourcom and its customers, including these terms and conditions, as well as any dispute arising as a result thereof or in connection hereto, shall be governed by Danish law.
20.2 Any dispute between Fourcom and the customer shall be brought before the city court of Aalborg as the first instance.
21. CHANGES
21.1 Fourcom is entitled to unilaterally change these terms and conditions, and the current version will at all times be available at www.fourcom.dk