Unless otherwise expressly agreed in writing with Provargo A/S (Provargo), the following stated terms and conditions of Sale, Delivery and Service (Terms) apply as the terms and conditions for all agreements and deliveries from Provargo, irrespective of any conflicting or diverging conditions in the buyer’s order, acceptance or purchase conditions.

1. Product information

1.1 Only the technical and product information and specifications stated in Provargo’s accepted offer or order confirmation is binding for Provargo. Any information in Provargo’s sales and marketing material, catalogues, written product information, technical drawings or specifications are only to be considered as indicative.

2. Quote, order and acceptance

2.1 The buyer’s order and reservation are only binding on Provargo when the buyer has received written confirmation from Provargo. Any objections to the contents of the order confirmation from buyer must be in writing and be received by Provargo not later than 48 hours after the buyer’s receipt of the order confirmation.

2.2 Quotes from Provargo is valid in 14 days from the date of the quote unless otherwise stated in the quote.

3. Delivery

3.1 Unless otherwise expressly agreed, delivery is ex works (INCOTERMS 2020) Provargo’s address. If the buyer wants Provargo to arrange for the goods to be transported, Provargo chooses the type of delivery and a handling fee will be added to the transportation costs.

3.2 If Provargo is requested to install the products the installation costs, including travel expenses, shall be paid by buyer.

4. Delivery time - delay

4.1 Unless otherwise agreed, delivery times are indicative and calculated from the time Provargo is in possession of all the information to use for Provargo fulfilment of the delivery. Delivery times may be prolonged with up till 30 days by Provargo’s written notice to buyer and furthermore be subject to delay due to strike, lockout, war, fire, stoppages, transport obstacles, defects or delays in deliveries from suppliers or other causes beyond Provargo A/S’ control, regardless of whether these occur at Provargo or from Provargo’s suppliers or others that are involved in the delivery. Delivery times will, where appropriate, be postponed by the number of days corresponding to the duration of the obstacle.

4.2 Provargo shall not be liable for damages as a result of delays in delivery including but not limited to loss of profits, labour costs, losses suffered by third parties or other indirect losses, and the buyer cannot cancel the purchase due to a delay.

5. Responsibility for deficiencies and limitation of same

5.1 Provargo’s responsibility for deficiencies is at Provargo’s own discretion and decision limited to redelivery or remedy any deficiencies in services provided, which are due to defects in material and/or manufacturing if the buyer without delay has complained in accordance with the rules set out in clause 7.

5.2 Defects caused by unauthorised changes or tampering, improper storage, improper maintenance, incorrect installation, improper use, including use contrary to Provargo’s manuals and technical specifications, normal wear and tear is not the responsibility of Provargo.

5.3 Remedy is in the form of new parts to replace parts shown to be defective in material and/or workmanship. However, remedying defects can also be done by repair, and in this case, labour or other ancillary services are not included in Provargo’s obligations. If a duly noticed deficiency can be remedied or replacement can be made within reasonable time buyer is obliged to accept such replacement or remedy and cannot cancel the purchase or make any claim towards Provargo due to the deficiency. Remedy commenced within 14 business days from Provargo’s receipt of the complaint is considered to be in reasonable time.

5.4 Besides replacing or remedy of defects as set out in this paragraph, Provargo assumes no responsibility for defects or deficiencies.

6. Limitation of liability

6.1 Provargo’s liability for damages – regardless of the basis on which a claim is made – are in any event limited to the value of the goods. Provargo is not liable for operating loss, loss of profits or other indirect losses. Provargo’s possible total liability is – regardless of the basis on which a claim is made, the price for the delivery and the degree of negligence – limited to DKK 50,000

6.2 In the event that Provargo might be imposed liability for damages arising from the buyer’s use of the service provided, including resale, which goes beyond Provargo’s liability under the present conditions, the buyer is obligated to indemnify Provargo of this liability, and the buyer is obligated to refer the matter to the same court that hears the claim against Provargo.

7. Duty to give notice of defects & duty of inspection

7.1 The buyer is obligated to conduct a thorough inspection of the deliveries immediately upon receipt or – if relevant – Provargo’s installation. Defects or deficiencies must be reported in writing to Provargo on e-mail [ ] immediately and not later than 3 business days from buyer’s receipt and for hidden deficiencies not later than 5 business days after the deficiency is or should have been detected and in any case not later than 6 months after delivery is made..

7.2 Complaints must include a statement of the deficiencies and characteristics of the deficiencies or errors that Provargo or Provargo’s staff are guilty of.

7.3 If buyer fails to meet these complaint rules, the buyer is precluded from any remedy for breach of contract, including a proportionate reduction of the purchase price.

7.4 If, after Provargo’s testing of a product where there has been a complaint, the product proves not to be defective, the buyer must pay all the testing and transport costs, including testing time at DKK 300 per commenced half hour.

8. Service agreement

8.1 Provargo provides service on the specified parts in the written order confirmation.

8.2 The buyer is obligated to strictly abide by the technical specifications and guidelines prescribed by Provargo.

8.3 Services include maintenance and hosting of the cloud storing the information from the products, access to online support regarding the use of the products within normal working hours. Service does not include replacement of any part of the Products or connection to the platform/cloud. Provargo strives to ensure as good an up time and access to the Platform as possible, but a certain up time and access cannot be guaranteed. To the extent possible Provargo will notify buyer of downtime related to maintenance, updates etc.

8.4 Provargo is not liable for buyer’s loss of or damage to data or missing registration or disruption of buyer’s business caused by the service or use of the platform.

8.5 The Service agreement commences at the time of delivery and are non-terminatable in the calendar year of the commencement and the following 3 calendar years. Termination from either party shall be made by 3 months’ notice to the end of an agreement period. If the service agreement is not duly terminated, it will automatically be prolonged with 1 calendar year at the time.

8.6 The annual price for the service is stipulated in the order confirmation or Provargo’s offer. Prices can be regulated once a year. Unless agreed otherwise, payment for the service agreement will be invoiced once a year in advance for the following calendar year. At the time of commencement of the service agreement Buyer will be invoiced for the rest of the current calendar year. Buyer’s access to the information/data on the platform/cloud will be closed without further notice if payment for the service is not made in due time.

9. IPR

9.1 The buyer must respect Provargo’s and any third parties’ intellectual property rights to the goods and services sold, including design right, rights to technical or other documentation, software. Provargo owns all rights to any and all data, information, registrations etc on the platform. Provargo may use the data at their own discretion and decision. Data must however only be passed on by Provargo anonymously and with regards to being included in statistical figures.

10. Product liability

10.1 Provargo is liable for personal injury in accordance with mandatory Danish law that cannot be deviated from. Provargo disclaims liability on any other basis. Provargo is only liable for damages that the delivered product causes to other objects if it is proved that the damage was caused by errors committed by intent or gross negligence from Provargo’s. Provargo’s liability for damages for product liability cannot exceed the coverage on Provargo’s Product liability insurance or DKK 100,000 including interest and costs. Provargo is not liable for indirect damages and losses such as operating loss and loss of profit.

10.2 In the event that Provarg is imposed liability for damages by third parties that goes beyond Provargo’s liability under this provision, the buyer is obligated to indemnify Provargo of this liability, and the buyer is obligated to refer the matter to the same court that hears the claim against Provargo A/S.

11. Prices

11.1 The Price for Buyers order is stated in the order confirmation or Provargo’s offer. Unless otherwise expressly agreed in the order confirmation or Provargo’s offer, prices are ex-works, including packaging and excluding VAT and taxes. Prices are listed in Danish kroner (DKK) or euro (€). Provargo can change the prices until delivery as a consequence of changes in prices from Provargo’s suppliers, materials, exchange rates, VAT and taxes.

11.2 An administration fee of DKK x per invoice will be charged for purchases below DKK x.

12. Terms of Payment

12.2 Unless otherwise expressly agreed, payment shall be net cash on delivery. If payment is not on time, or agreed credit is granted, Provargo is entitled to charge interest on the amount due at 2% per commenced month. Provargo is entitled to require prepayment.

12.3 If, after 3 months, the buyer has not paid the amount due, Provargo is entitled to terminate the agreement by written notice to the buyer and in addition to default interest, claim compensation from the buyer for the loss that Provargo has suffered.

13. Retention of ownership

13.1 Delivered items remain the property of Provargo until payment is made in full.

14. Venue and applicable law

14.1 Any dispute between the parties derived from deliveries under these terms and conditions of sale and delivery shall be settled by the Copenhagen City Court in the first instance and governed by Danish law.

15. Information

15.1 Subject to misprints and price changes in the information, brochures and also other promotional materials. Claims cannot be made against Provargo in connection with any misprint and price change.

16. Transfer of rights and obligations 

16.1 Provargo A/S is entitled to transfer all rights and obligations under the Agreement to a third party.

v.[ ]Provargo A/S