Terms of Sale and Delivery

Application

​These General Terms and Conditions ("Conditions") apply to all agreements concerning ReplaceIT, CVR number 40590501 ("the Company"), for the sale and delivery of services within Life Circle Services to business customers.

 

Agreement Basis

​The Conditions, together with the Company’s offers and order confirmations, constitute the entire agreement regarding the Company’s sale and delivery of services to the Customer ("Agreement Basis"). The Customer’s purchase conditions printed on orders or otherwise communicated to the Company do not form part of the Agreement Basis.

 

Amendments and Additions. Amendments to and additions to the Agreement Basis are only valid if agreed in writing by both parties.

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Legal status. Each party must immediately inform the other party in writing of any changes in its legal status, including bankruptcy, restructuring, or voluntary liquidation.

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Standards. The services sold and delivered by the Company to the Customer are performed professionally and described further in the Company’s service descriptions.

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Customer Cooperation. The Customer must provide the Company access to personnel and information to the extent necessary to perform the services.

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Legislation and Standards. The Company is not responsible for the services meeting legislation or standards or being suitable for specific purposes unless otherwise agreed in writing.

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Price. The price for services follows the Company’s current price list or specific offer at the time the Company confirms the customer’s order, unless otherwise agreed in writing. All prices are exclusive of VAT.

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Payment. The customer must pay all invoices for services no later than 14 days after issuance unless otherwise agreed in writing.

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Late Payment

​Interest. If the customer fails to pay an invoice on time for reasons not attributable to the Company, the Company is entitled to interest of 1% per month on the overdue amount from the due date until payment is made.

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Termination. If the customer fails to pay an overdue invoice within 14 days after written demand, the Company, in addition to charging interest, is entitled to: (i) terminate the sale of the delayed services, (ii) terminate undelivered services or demand prepayment, and/or (iii) exercise other remedies for breach.

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Offers. The Company’s offers are valid for 14 days from the date of issue unless otherwise stated. Acceptance received after the deadline is not binding unless the Company informs the customer otherwise.

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Orders. The customer must place orders for services in writing. The Company strives to confirm or reject the order in writing within 2 working days.

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Order Confirmations. The Company strives to send a written confirmation or rejection of an order for services to the customer no later than 2 working days after receipt of the order.

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Order Changes. Changes to orders require the Company’s written acceptance.

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Conflicting Terms. If the Company’s order confirmation differs from the customer's order, the customer must notify the Company in writing within 2 working days – otherwise, the customer is bound by the confirmation.
 

Delivery Time. The Company delivers the services by the time stated in the order confirmation. Early delivery is permitted unless otherwise agreed.

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Inspection. The customer must inspect all services upon delivery. If the customer discovers a defect or deficiency that they wish to invoke, it must be reported to the Company in writing without delay. If a defect or deficiency that the customer has discovered or ought to have discovered is not promptly reported in writing, it cannot later be claimed against the Company.

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Delay Notification. If a delay is expected, the Company will inform the customer of the reason and new expected delivery time.

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Cancellation Due to Delay. If delivery is not made within 7 days of the agreed time for reasons beyond the Customer's control, the Customer may cancel the affected order(s) by written notice. No other claims may be made.

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Liability and Limitations. Each party is liable for their own acts and omissions under applicable law, subject to the limitations set out in the Agreement Basis.

Limitation of Liability. Notwithstanding any contrary terms in the Agreement Basis, the Company's total liability to the customer for any and all claims in any calendar year shall not exceed 25% of the total net sales of services invoiced by the Company to the customer in the immediately preceding calendar year. This limitation applies regardless of the basis of liability, including but not limited to contract, tort (including negligence), and strict liability. The limitation of liability does not apply in cases where the Company has acted with intent or gross negligence.
 

Indirect Losses. The Company is not liable for Customer's indirect losses, including loss of production, sales, profit, time, or goodwill, unless caused intentionally or by gross negligence.

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Force majeure. The Company is not liable for failure to fulfill obligations due to force majeure. Liability is waived as long as the force majeure lasts. Examples include natural disasters, war, terrorism, fire, flood, vandalism, and labor disputes.

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Ownership Rights. The Company retains full ownership of all intellectual property rights arising from the delivery of services, including patents, designs, trademarks, and copyrights.

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Infringement. The Company is not liable for infringement of third-party intellectual property rights unless the infringement is intentional. The Customer must indemnify the Company unless the infringement is intentional.

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Confidentiality. The Customer must not disclose or misuse the Company’s trade secrets or other non-public information. Information must be stored securely. The Customer may not disclose, use, or enable others to use the Company’s trade secrets or any other information of any kind that is not publicly available.

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Duration. The confidentiality obligation applies during and indefinitely after the end of the cooperation.

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Handling of Personal Data

​Handling. VThe Company processes personal data in accordance with the GDPR. Data such as name, address, email, phone number, etc., is used only for order processing, communication, and service delivery.

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Data Subject Rights. The Company complies with the rights of data subjects (including the right to access, rectification, deletion, restriction of processing, objection, data portability, the right to lodge a complaint, and the right not to be subject to a decision based solely on automated processing, including profiling).

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Data Storage and Disclosure. The Company stores personal data only for as long as it is necessary for the purpose for which it was collected. The Company does not disclose, sell, or otherwise transfer personal data to third parties unless the Customer has given explicit consent to such disclosure.

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Contact. For inquiries about data processing, access, deletion, or corrections, contact ReplaceIT at info@replaceIT.dk

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Governing Law. All cooperation between the parties is subject to Danish law.

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Jurisdiction and venue. Any dispute shall be settled by a Danish court.