Terms and conditions of sale and delivery for
Crayon A/S
1. General
These terms and conditions of sale and delivery apply between Crayon A/S
(CVR No. 28 71 61 84) and the Customer, who is either specified in the offer
for the supply of products/standard software, which these terms are a part of
- or who makes purchases online at Crayon A/S's online store.
Documentation can also be supplied as online documentation, or as an
integral part of the supplied standard software.
6. Delivery time and place
The delivery time in the order confirmation is approximate. Partial deliveries can be
made.
The terms and conditions of sale and delivery are acceded to by the
Customer's acceptance of the offer or with the completion of a purchase at
Crayon A/S's online store and they regulate any relationship between Crayon
A/S and the Customer. The conditions also contain terms which apply to any
offer being made, regardless of whether the Customer has accepted these
terms and conditions of sale and delivery.
Delivery is ex works. Should Crayon A/S arrange shipment to the Customer,
then the Customer shall assume all associated expense and risk, and the cost
of shipment shall be charged on the invoice. Crayon A/S takes out insurance
for the Customer only when this is agreed separately in writing.
2. Scope of the delivery
The delivery method for certain standard products can also be via download.
When an email is sent with a download link to the email address the
Customer has given when ordering, delivery is deemed to have been made.
Crayon A/S shall deliver the units specified in the order confirmation. Crayon
A/S has no additional obligations to the Customer.
3. Offer and order confirmation
Crayon A/S's offer is only valid when it exists in writing, and then only for 30
days, unless a different period is specified in the offer. All offers are made
subject to prior sale and an offer shall automatically terminate if a product is
or becomes unavailable. If prices or terms change for the delivery in the
relationship between Crayon A/S and the manufacturer/importer, Crayon A/S
can withdraw the offer throughout the period of acceptance.
The Customer may rely solely on the content in individual offers and/or order
confirmation as the basis for the delivery. Information that Crayon A/S has
set out in brochures, price lists, advertisements, promotions on the Internet
or verbally is not relevant to the assessment of the delivery. Changes in the
individual offer or in the order confirmation must be accepted in writing by
Crayon A/S.
A final agreement between Crayon A/S and the Customer is only concluded
when Crayon A/S has sent written order confirmation to the Customer. The
Customer must check the order confirmation upon receipt and inform Crayon
A/S promptly in writing of any discrepancies between the Customer's
acceptance and the order confirmation. Otherwise, the information on the
order confirmation along with these conditions will constitute the contractual
basis for the delivery.
4. Price and payment terms
The prices in offers and order confirmations are stated excluding VAT,
installation, maintenance, updates, and insurance, unless otherwise expressly
stated in the order confirmation. Changes in exchange rates, taxes, and
purchasing costs may result in Crayon A/S adjusting prices in the period
between the submission of the offer and submission of the order
confirmation.
Crayon A/S is entitled to charge a separate fee for handling, shipment,
installation and delivery. For orders under DKK 2,000 a handling and
shipping fee in Denmark of DKK 350 will be applied.
Crayon A/S is entitled to charge an invoicing fee of DKK 60.
Crayon A/S is entitled to invoice when delivery is made unless otherwise stated in
the offer. The due date for payments is specified on the individual invoice – terms
are ordinarily 14 days if there is credit approval and otherwise net cash. In the
event of late payment, Crayon A/S is entitled to charge interest from the due date
of 1.75% per commenced month until payment is made.
If the Customer defaults on payment, Crayon A/S is entitled to withhold
further deliveries or any portion thereof to the Customer without incurring
any liability, regardless of whether the delivery is to be made in accordance
with the defaulted contract or another separate agreement. Crayon A/S is
also entitled to rescind the defaulted agreement regardless of delivery having
taken place, whereby the Danish Sale of Goods Act § 28 par. 2 is expressly
waived. In connection with the termination of the contract, Crayon A/S may
revoke and cancel any licenses issued, whereby the Customer's rights of use
cease. Continued use of the software will then constitute a criminal violation
of the manufacturer's intellectual property rights. If Crayon A/S annuls an
agreement, Crayon A/S is entitled to compensation.
5. Documentation and guidance
The delivery is accompanied by product descriptions, installation instructions
and user guides/manuals (in Danish or English) to the extent that such
documents are prepared and supplied by the manufacturer as part of the
standard product.
7. Possibility of return of deficient deliveries
The Customer has no right of withdrawal or annulment, unless the
manufacturer of the purchased product offers such a right of cancellation or
annulment. The cancellation or annulment is then made on the terms that
the manufacturer has specified.
Crayon A/S may agree in writing to take back items and in any such instance
shall set conditions for this on a case by case basis. Normally, Crayon A/S
stipulates that the return shipment gives the agreed return number and is
accompanied by a copy of the invoice, and the item must be unopened,
undamaged, complete and in original packaging. The extent of the
subsequent crediting of the product will depend on the product's resale
value. However, Crayon A/S will normally set the return fee at 15% of the
invoice amount.
For products that are not normally stocked (obtained goods) or software
delivered via download, Crayon A/S never agrees to a return.
8. Delay
If there is significant delay in delivery, see Section 6, leading to considerable
inconvenience for the Customer, the Customer is entitled to terminate the
agreement by providing written notice, unless the delay is due to force
majeure.
If the delay giving right to termination concerns only part of the total
delivery, the Customer is only entitled to cancel the contract for the delayed
part of the delivery.
If the Customer terminates the contract in whole or in part, Crayon A/S is
liable for compensation under Section 12.
9. Mora creditorus
If when the time of delivery arrives, the Customer fails to pick up or accept
the delivery at the place of delivery, Crayon A/S is entitled to store and
insure the delivery at the Buyer's expense and risk.
If the Customer fails to collect or accept the delivery within 30 days after the
delivery date, Crayon A/S is entitled to allocate the delivery, in the best
possible way, to another party at the Customer's expense. The Customer is
then required to pay the difference between the agreed price plus all costs
incurred in connection with storage and the achieved selling price.
10. Intellectual property rights and rights of use
Standard software provided by Crayon A/S is subject to the licensing
conditions from the manufacturer that apply to the software. The Customer
is obligated to respect such licensing conditions and is deemed to have
accepted such in their entirety by commissioning the standard software.
The Customer is additionally obligated to respect the current legislation
governing the handling of the software, including the provisions of the
Danish Copyright Act, and is aware that it is an offence to use copyrightprotected material without a license and to copy the same to an extent
beyond that stipulated in the Danish Copyright Act or the license agreement.
The Customer agrees that all rights to the sold software accrue to the
manufacturer or a third party, and the Customer only acquires the right to
use the software in accordance with the licensing conditions applicable to the
software.
In this, the Customer is aware that these licensing conditions govern all
matters concerning errors and omissions with the software, and that the
Customer may only bring a claim against the manufacturer in the event of
such defects.
In the event that there is any inconsistency between these sales and delivery
terms and conditions and the licensing conditions for standard software, the
licensing conditions shall prevail.
11. Complaints and deficiencies
The Customer's right to complain against Crayon A/S is limited to physical
damage to the delivered products. Crayon A/S has no liability to the
Customer in relation to the functionality of the delivered software or defects
in such software, see also Section 10. Remedies for such defects are
governed by the licensing conditions that apply to the software product in
question and the Customer is only entitled to claim against the manufacturer
for defects in relation to this.
With regard to the right to complain to Crayon A/S, the following conditions
also apply:
The absolute complaint period expires 30 days after the date of delivery, and
in all cases complaints require that the Customer has fulfilled their normal
examination obligations as required by Danish law immediately upon
delivery.
Complaints against Crayon A/S for defects that were or should have been
discovered in this investigation must be made immediately after the
examination. Otherwise, the complaint will be dismissed as inadmissible for
being submitted out of time.
For defects, which neither were nor should have been discovered in
connection with the requirement for examination, the complaint must be
made immediately upon the defect being detectable and no later than the
expiration of the complaint period.
For defects where the complaint is filed in a timely manner according to the
above guidelines, Crayon A/S will, at its own discretion, repair or replace the
product within a reasonable time. In this respect, the Customer must provide
Crayon A/S with the opportunity to inspect the product at the premises of
the Customer or the premises of Crayon A/S at the discretion of Crayon A/S.
If the product is shipped then the Customer shall bear the costs thereof and
the Customer shall also assume the risk of transportation.
Where a product cannot be repaired or replaced, the Customer may request
the purchase price paid be refunded. There can be no requirement in addition
to this for any amount paid or claim raised against Crayon A/S.
If the Customer has filed a complaint about a defect or deficiency, and it
later transpires that there is no defect or deficiency that can be ascribed to
Crayon A/S, the Customer shall reimburse any expenses Crayon A/S may
have incurred in the handling of the case, including labour costs, in
accordance with the current price list for services, etc.
14. Product liability
Crayon A/S assumes liability for injury to persons or things caused by the
products or services delivered by Crayon A/S, provided that the damage is
caused by a defect in the delivered product or service and provided that the
delivered product or service is used according to its purpose. Crayon A/S's
product liability does not cover damage to the delivered product itself, nor
damage when the delivered product is used for, or in connection with, (I) the
operation of aircraft or (II) off-shore installations.
Product liability shall not cover financial losses associated with new
acquisition, repair, etc. of the supplied defective product, operating losses,
business interruption, loss of business profits or other indirect losses as a
result of an otherwise covered injury to persons or property.
Neither shall product liability cover damages to or losses relating to things,
including buildings, which the supplied defective product is made part of,
incorporated into or joined to, or losses relating to things that the supplied
defective product is used in the manufacture or processing of.
Product liability covers only damage caused by a delivered product or service
when it is used in Denmark.
15. Force majeure
Neither party shall be liable for breach of contract if the breach is due to
circumstances which the defaulting party at the conclusion of the agreement
could not have anticipated, and which may be regarded as force majeure.
If a party wishes to invoke force majeure, this must be done immediately
after the situation arises when it is or should be realised that the situation
has an impact on the delivery. If the force majeure situation postpones the
delivery time by more than 8 weeks, both parties are entitled to cancel the
agreement by written notice. Neither party may bring a claim against the
other party in this connection.
16. Data protection
Customer information will be stored, processed and/or transferred in strict
accordance with applicable laws on data protection. Crayon A/S is entitled to
transfer customer information through a full or partial business transfer (both
assets and share transfer).
17. Disputes
This Agreement and any disputes between the Customer and Crayon A/S
that may occur or arise out of the agreement are subject to Danish law.
Disputes shall be settled in the first instance by the court in Silkeborg.
12. Limitation of Liability
Crayon A/S is not liable for defects in a product where the defect is caused
by the use of the products in combination with some other accessory/product
that directly or indirectly affects the function of the products, unless such use
is foreseen for the product.
Crayon A/S is in no way liable for any damage that the Customer has
intentionally or through gross negligence failed to avert, nor is it liable for
damage caused intentionally or by gross breach of security measures.
Crayon A/S is not liable for any loss or damage when such damage arises
from use of the delivered goods in the USA/Canada.
Crayon A/S cannot, under any circumstances, incur a total compensation
and/or be required to pay a proportionate reduction in excess of an amount of
DKK 500,000. This maximum of DKK 500,000.00 shall be viewed as a total
accumulated maximum for all matters relating to an agreement that may entitle
the Customer to compensation and/or a reduction.
Product liability is independently regulated under Section 14 and does not
follow the regulation in this Section 12.
13. Consulting services
In the event that Crayon A/S provides consulting services in connection with
the sale of software, Crayon A/S does not assume any professional liability
for the conditions relating to licensing requirements, configuration, set-up,
installation, etc. A separate agreement can be concluded for the calculation
of licensing requirements and license management, etc.
Terms & Conditions Crayon A/S Version May 2014 Page 2 of 2
Crayon A/S • Ellekær 9, 1. • DK-2730 Herlev
Phone +45 7023 2088 • www.crayon.dk