Terms & Conditions
1 .GENERAL
1.1 Unless otherwise agreed in writing, these general terms and conditions of sale and delivery (hereinafter the Terms) apply to Nordbo Robotics A/S (hereinafter "Nordbo") deliveries to the buyer and/or end customer (hereinafter “Buyer”), notwithstanding any conflicting, contrary, or additional terms and conditions in any purchase order or other communication from the Buyer.
1.2 Any general terms and conditions of the Buyer are herewith objected to and shall not apply.
1.3 Nordbo reserves the right to change these Terms at any time, giving the Buyer thirty calendar days’ notice of any changes.
2. CONCLUSION AND SCOOPE OF AGREEMENT
2.1 All offers made by Nordbo are open for acceptance within 21 calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the machinery and/or software (hereinafter the “Equipment”) offered. Oral offers must be accepted immediately and confirmed by Nordbo in writing before they can be considered binding.
2.2 All purchase orders issued by The Buyer shall specify as a minimum the type and quantity of Equipment requested. No purchase order shall be binding on Nordbo unless and until confirmed by Nordbo in writing.
3. PRICES AND PAYMENT
3.1 The prices for Equipment shall be those set forth in Nordbo order confirmation. All prices are exclusive of freight, insurance, VAT and other duties and taxes. If the prices for the offered or agreed delivery change as a result of changes in purchase prices, commodity prices, exchange rates, freight, duties, taxes, etc., Nordbo is entitled to change the prices offered and / or agreed to the Buyer.
3.2 Unless expressly stated otherwise in the order confirmation, payment for Equipment shall be made up front (pre-payment). The Buyer is not entitled to make any offset or deduction.
3.3 If the Buyer fails to pay any invoice within 14 (fourteen) calendar days of the due date of payment, Nordbo may at its sole discretion a) suspend delivery of any purchase order until payment is made or b) terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to the Buyer within seven calendar days of the expiration of the grace period.
3.4 Interest for late payment accrues from the due date until payment in full at 1% of due order amount per month.
3.5 If the Buyer cancels an order, for any reason, following amount shall be payable:
15% of the invoiced amount by cancelling up till day 14 after ordering.
40% of the invoiced amount by cancelling from 15 days up till 28 days after ordering.
100% of the invoiced amount by cancelling 29 days or more after ordering.
4. TERMS OF PAYMENT AND DELIVERY BY LOAN OR RENT of EQUIPMENT
4.1 Rental price of Equipment is 20% of the List Price of the given product(s) per month.
4.2 Loan of Equipment can be granted to Nordbo’s signed Partners free of charge, if both parties have agreed upon a specific sales- or marketing related reason for this. It is not possible to buy borrowed Equipment. The Equipment must always be returned in accordance with these Terms.
4.3 Unless expressly stated otherwise in the order confirmation, term of payment for rental or loan of the Equipment is payment up front. The Buyer is not entitled to make any offset or deduction. Term of delivery of Equipment is Ex Works.
4.4 Start date and end date will be stated in the loan agreement or in the rental sales order issued by Nordbo. If the rented Equipment is not returned by the agreed End Date, Nordbo is entitled to invoice the full list price of the Equipment immediately after the agreed end date. The list price of the Equipment will appear on the agreed ‘sales order’.
4.5 When the Equipment is returned earlier than agreed, the rental price will not be reimbursed in any way.
4.6 The Buyer shall use original or adequate packing material to protect the casing and prevent damage to the Equipment.
4.7 The Buyer shall use Term of Delivery, DDP, when shipping back the Equipment.
4.8 If the returned Equipment is incomplete or damaged when arriving at Nordbo, Nordbo is allowed to invoice the missing or damaged Equipment or spare parts at Nordbo’s list prices.
4.9 Interest for late payment accrues from the due date until payment in full at 1% of due order amount per month.
5. EQUIPMENT INFORMATION AND CHANGES
5.1 Equipment information/specification is binding only to the extent expressly referred to by Nordbo in writing. Nordbo reserves the right, without notice, to make changes to all Equipment information/specification if this can be done without significant inconvenience to the Buyer.
6. DELIVERY
6.1 Unless expressly stated otherwise in Nordbo order confirmation, all deliveries of Equipment shall be Ex-works Incoterms 2020 or any new versions hereof.
6.2 The delivery dates of Equipment shall be those set forth in Nordbo order confirmation.
7. DELIVERY TIME
7.1 The delivery time is determined by Nordbo at the best estimate in accordance with the conditions prevailing at the time of submission of the offer and / or the order confirmation.
8. ACCEPTANCE OF EQUIPMENT, DEFECTS AND COMPLAINT
8.1 Upon delivery, Buyer shall immediately, and no later than 3 days from the delivery of the Equipment, conduct such an examination of the Equipment sold for proper business use. If Buyer will invoke a defect, Buyer must immediately, notify Nordbo of this, stating the nature and extent of the defect.
8.2 At its sole discretion Nordbo may a) repair the missing/damaged part of the Equipment or b) credit the purchase price with the value of the missing/damaged part of the Equipment
8.3 If the Buyer does not comply with the procedure set out above in section 7.1 the Buyer has forfeited any later complaint or claim.
8.4 Nordbo shall not be liable for defects caused by circumstances which arise after the risk has passed to the Buyer, e.g., defects due to faulty maintenance, incorrect installation or faulty repair by the Buyer or alterations carried out without Nordbo consent in writing. Nordbo shall neither be liable for normal wear and tear nor for deterioration.
9. NORDBO ONE (1) YEAR LIMITED EQUIPMENT WARRANTY
9.1 Nordbo warrants all new and unused Nordbo Equipment to be free from defects for a period of twelve (12) months from the date of delivery stated on the order confirmation (the “Warranty Period”) conditioned that the Equipment is used, operated, and serviced in accordance with installation, technical instruction and specifications, user manuals and other guidelines published.
9.2 The warranty does not cover wear parts, those individual parts of the machinery that are subject to excessive wear and tear and/or require frequent replacement or replaced part during Warranty Period
9.3 All repair covered by the Warranty must be done by Nordbo or a subcontractor accepted and appointed by Nordbo.
10. DISCLAIMER
10.1 Nordbo may from time to time change the design and performance of Equipment due to continuing development and improvement. Nothing contained in the Nordbo Warranty shall be construed as an obligation for Nordbo to incorporate such designs, developments, or improvements into previously produced and delivered Equipment, nor shall such changes, developments or improvements be construed as an admission that the previous Nordbo Equipment were defective.
10.2 Nordbo does not warrant, represent, or undertake to be able to repair the Equipment under the Nordbo Warranty without the risk to and / or loss information and / or data stored on the Equipment or the connected web service. Nordbo can never be held liable for loss of such information or data.
11. RETENTION OF TITLE
11.1 Title and all rights to Equipment delivered remains with Nordbo and shall not pass to the Buyer until the Equipment have been paid in full. If the Buyer fails to pay any invoice, Nordbo may retake the Equipment covered by the invoice. The Buyer must, to the satisfaction of Nordbo, insure all Equipment delivered to their full replacement value until title to the Equipment has passed to the Buyer.
12. OWNERSHIP, INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT
12.1 All Drawings, technical documents, specifications, know-how and the like, provided by Nordbo before or after delivery of the Equipment, remain Nordbo property and may not be disclosed to any third party without Nordbo written consent, and may not without Nordbo consent, otherwise be copied, reproduced, transmitted or be used for any other purpose than that for which they were provided.
12.2 Unless otherwise agreed in writing following shall apply in respect of the Buyer’s right to use the software.
Nordbo software:
The Buyer acquires the non-exclusive right to Nordbo software. The Buyer may transfer this right of use to subsequent owners or leaseholders of the Equipment. Nordbo retains the intellectual property rights to the Nordbo software even when such software has been produced specially for the Buyer. Nordbo shall not be obliged to provide the source code for the Nordbo software.
12.3 The Buyer is in no situation entitled to ownership or any right of/to ideas, invention, further development, improvements and the like of the Equipment and any subsequent Equipment produced on the basis of the Equipment. The ownership of such further development, improvements or the like belongs to Nordbo.
13. LIABILITY AND LIMITATION OF LIABILITY
13.1 For claims that concern Nordbo performance or failure to fulfill its obligations, the Buyer is entitled to compensation only for direct loss with the following limitations:
13.2 Nordbo liability is limited to direct damage / loss under applicable law and is - for whatever reason and irrespective of the nature of the claim - limited to the total value of the Equipment value.
13.3 Under no circumstances shall Nordbo be liable to Buyer for lost profits, lost savings, any claim regarding tort, punitive damage or other indirect loss or consequential loss or damages arising from the use of the sold Equipment, regardless of whether Nordbo has been informed of the possibility of such claim including but not limited to business interruption, loss of profit, loss of production, loss or corruption to data, loss or corruption to software, loss of business, loss of revenue, loss of operation time, loss of goodwill or reputation, loss of competitive advantage, loss of opportunity, loss of anticipated savings.
13.4 Nordbo shall not be liable for any claims based on Nordbo compliance with the Buyers designs, specifications or instructions or repair, modification, or alteration of any Equipment by the Buyer or a third party.
13.5 Nordbo is to incur no liability whatsoever for any third-party software. That also applies in respect of any third-party software incorporated into the software of Nordbo if the presence of such software has been pointed out to the Buyer. Nordbo shall not be liable for any claims based on use of the software in a manner or in a place not agreed or which Nordbo could not have foreseen or any change in the software by the Buyer.
13.6 Nordbo shall have no liability towards the Buyer for infringement of third parties’ rights resulting from the Buyers use of the software.
14. Nordbo software:
14.1 The Buyer acquires the non-exclusive right to Nordbo software. The Buyer may transfer this right of use to subsequent owners or leaseholders of the Equipment. Nordbo retains the intellectual property rights to the Nordbo software even when such software has been produced specially for the Buyer. Nordbo shall not be obliged to provide the source code for the Nordbo software.
14.2 The Buyer is in no situation entitled to ownership or any right of/to ideas, invention, further development, improvements and the like of the Equipment and any subsequent Equipment produced on the basis of the Equipment. The ownership of such further development, improvements or the like belongs to Nordbo.
14.2 The Buyer is in no situation entitled to ownership or any right of/to ideas, invention, further development, improvements and the like of the Equipment and any subsequent Equipment produced on the basis of the Equipment. The ownership of such further development, improvements or the like belongs to Nordbo.