Sales and delivery terms and conditions, including proprietary rights
The following sales – delivery terms and conditions apply unless agreed otherwise in writing between RecomIT and the Purchaser.
1.1 The specified prices does not include Customs duties, VAT or any other fees
1.2 Unless otherwise agreed, the Purchaser bears the cost of shipping from the supply location and all relevant fees and charges.
1.3 RecomITi’s entitled to change a price on the supply date as a consequence of the expiration of a campaign or in line with changes to exchange rates, purchase prices, customs duties, shipping and insurance rates or other conditions that are beyond the control and influence of RecomIT.
1.4 Price changes will appear on the RecomIT website or on information sent to customers. The price at the time of ordering will be used as a basis, regardless of the fact that the price may have fallen between the time of ordering and delivery.
1.5 Should RecomIT incur costs on behalf of the Purchaser, RecomIT may require compensation for said costs.
2.1 Unless agreed otherwise in writing, payment terms are prepayment.
2.2 Should payment not be made on time, interest will run at 4% per month from the invoice due date. RecomIT will issue an interest statement once a month. In addition, RecomIT may charge reminder fees, debt recovery fees and other fees in connection with collection of the purchase amount, in pursuance of the law concerning debt recovery operations.
2.3 Even if the Purchaser has lodged a complaint concerning a defect or flaw, he or she is still obliged to pay promptly.
3.0 The Purchaser’s financial situation
3.1 If the Purchaser’s financial situation, in the opinion of RecomIT, does not entitle them to the established payment terms, or if the Purchaser has failed to observe payment terms for previous deliveries, RecomIT is entitled to cancel unexecuted orders, unless the Purchaser, immediately after being informed thereof, pays for all previously supplied goods and pays in advance for as yet unexecuted orders.
4.0 Payment ethics
4.1 An invoice that has fallen due must be paid according to the open item principle, i.e. prompt payment of the entire invoiced amount including a clear reference to the invoice.
4.2 Should a dispute arise concerning an invoice (concerning the price, quantity etc.), it is the duty of the Purchaser to inform RecomIT order processor and the debtor’s accountant of this in writing within 8 days of the invoice date. Relevant, detailed documentation and names of any RecomIT personnel who have been involved must be enclosed. The Purchaser is not entitled to withhold payment of an invoice, either in full or in part. Should a situation such as this arise, RecomIT is fully entitled to 2% interest per month in the period from the due date until payment is made, regardless of the type of dispute, in accordance with item 2.
5.0 Proprietary rights
5.1 RecomIT retains the proprietary rights to the goods that have been sold until payment has been made in full.
5.2 RecomIT may request that the Purchaser insures the goods that have been sold with a recognized insurance firm, including cover and conditions approved by RecomIT.
6.0 Offer, acceptance and order confirmation
6.1 Unless otherwise specified, an offer is only binding for RecomIT when it is accepted via return of post or email, within 5 days of the date stamped on the RecomIT offer.
6.2 RecomIT reserves the right not to sell a product.
6.3 Should the order confirmation deviate from the Purchaser’s order with regard to additions, reductions or conditions, and the Purchaser does not wish to accept these changes, this shall be communicated in writing and within two days to RecomIT. Unless this is done, the order confirmation issued by RecomIT applies.
7.0 Conditions concerning goods that are out of stock
7.1 Orders are accepted and offers issued by RecomIT for goods that are not in stock based on the possibility of obtaining the relevant products. Each offer is subject to changed decisions concerning import and export of goods. Provided that these conditions are realized, RecomIT is entitled to recall the offer, without this entitling the entity receiving the offer to make any kind of demand.
7.2 Correspondingly, statements made in the offer apply to orders accepted by RecomIT.
8.0 Delivery time and delay
8.1 Each statement of delivery time is a rough estimate and is therefore approximate.
8.2 Furthermore, RecomIT is entitled to postpone the approximate delivery time, provided that the postponement thereof is necessitated by conditions beyond the control of RecomIT, cf. item 8 concerning force majeure.
8.3 Subject to item 5.1, when the stated or specified delivery period is substantially exceeded, the Purchaser is entitled to cancel the purchase; however, delay in a delivery does not entitle the Purchaser to compensation for direct or indirect loss, regardless of the cause thereof, including negligence. This applies only to goods categorised as A goods. For goods categorised as B & C products (cf. items 11.2 B and 11.2 C), software licences (D) (cf. item 11.2 D) and options, cancellation must be approved in advance by RecomIT and must be documented in writing.
9.0 Transfer of risk
9.1 The goods are delivered from the RecomIT warehouse
9.2 When goods are transported via a RecomIT carrier, the risk responsibility for the goods is transferred on delivery to the destination, when RecomIT obtains insurance for the transport.
9.3 As standard, RecomIT provides transport at the expense of the Purchaser to the delivery address provided by the Purchaser.
9.4 Transport is paid on delivery. RecomIT will always strive to minimise the Purchaser’s shipping costs.
9.5 Shipping prices are calculated with reference to the standard prices according to currier service in play.
9.6 On payment of an extra charge, special transport may be arranged where necessary, e.g for removal personnel, cranes and unpacking.
10.0 Force majeure
10.1 RecomIT is entitled to cancel Purchaser orders or postpones their realizations and is otherwise free from responsibility for any omitted, defective or delayed delivery that is wholly or partly due to circumstances beyond the control of RecomIT, such as an uprising, unrest, war, fire, public orders, strike, lockout, slow-down, a shortage of means of transport, scarcity of goods, disease, delay or omission in deliveries from suppliers, an accident in production or testing or a power outage. All Purchaser rights are suspended or removed on these occasions. In the case of cancellation or postponed realization, the Purchaser may not apply for damages or make any other claim against RecomIT.
11.1 Within 1 month of the product being dispatched, RecomIT undertakes to replace or repair parts that have manufacturing defects provided that:
- The Purchaser complains in good time.
- Defective goods are returned to RecomIT.
- Following an investigation, RecomIT establishes that the defects identified are due to faults in materials or implementation, do not result from poor treatment or storage, neglect, installation, repairs or changes undertaken by the Purchaser, and are not due to an accident.
- RecomIT is not responsible for defects and flaws covered by a warranty issued by the manufacturer. If the manufacturer has established such an independent warranty, it is the situation according to this warranty that applies, regardless of the drawbacks this may involve in the eyes of the customer. RecomIT will help the Purchaser and provide directions concerning the warranty and arrangement of repairs for an individual manufacturer.
11.2 With the exception of situations covered by item 9.1, RecomIT is not responsible for flaws in the delivered goods, regardless of the cause, including negligence. It should be specifically noted that item 8.1 does not cover software, and RecomIT cannot be held responsible for defects in the software that is delivered.
11.3 If RecomIT does not undertake redelivery or repair, and on the condition that RecomIT is bound by Danish law to provide compensation, this compensation is limited to an amount equivalent to the cost of repairing the flaws in the delivered goods and not exceeding the agreed purchase sum.
11.4 On no occasion that directly or indirectly relates to the delivered goods, their use or RecomIT’s output in general is RecomIT responsible for indirect losses and consequential damages, such as operational down time, wasted costs, property or other consequential damages, including lost or corrupted data. RecomIT is thus never responsible for operational down time, profit-related losses or other indirect losses.
11.5 RecomIT is not responsible for defects in goods delivered that are due to errors or neglect on the part of RecomIT suppliers or are in any other way caused by the supplier. Where RecomIT may be entitled to take action against a supplier, RecomIT hereby transfers this claim to the Purchaser, in such a way that the Purchaser is obliged to make their claim directly to the supplier.
11.6 Otherwise, for products that are sold with user instructions, see specific obligations concerning exchange/repair.
11.7 The aforementioned limitation to the compensation amount applies regardless of the motivation for or formulation of the compensation claim, and thus also covers claims that are based on negligence or oversight.
11.8 Under no circumstances is RecomIT responsible for damages that are due to the Purchaser failing to fulfill their obligations.
11.9 RecomIT does not guarantee that the products delivered will operate without faults or operational down time, or that all software errors (if any) will be corrected.
11.10 On return of DOA (dead on arrival) or defective equipment, the warranty covers repairs or a replacement product based on an assessment carried out by RecomIT. If an equivalent product cannot be obtained, RecomIT shall replace the product with an equivalent capacity or credit the customer for the market price of a new or equivalent product.
12.0 Complaints, warranty etc.
12.1 Products are supplied with the warranties that the manufacturer supplies to RecomIT. The Purchaser may not refer to any other product guarantee for RecomIT.
12.2 The Purchaser is obliged to examine the product as soon as it is received. Visible defects and flaws and damage sustained during transport shall be reported to RecomIT in writing before 4 pm on the day the product is received. RecomIT cannot subsequently be held responsible for damage sustained during transport. In the case of damage to packaging, the words “on receipt” should be noted on the packing slip on delivery of the product. Claims must be presented in writing within seven days of receipt of goods. In the case of concealed defects, the complaints period is extended to fourteen days.
12.3 Should the Purchaser fail to inform RecomIT that they wish to plead a defect within fourteen days of the transfer of the object, they may not subsequently do so, unless RecomIT has undertaken to be responsible for the object for a longer period of time or has acted fraudulently.
13.1 Goods are only accepted for return after this has been agreed in writing. Returns must be sent in the unbroken and undamaged original packaging, with the original invoice number and date or a copy thereof, and the authorization number for returning the product (RMA no.). RMA nos. are only valid for fourteen days.
13.2 RecomIT categorizes all products relating to their returns policy as follows:
A. Standard product (a product in daily use). May be returned and 100% refund obtained.
B. Partially standard product (a product which is no longer in daily use, and will soon be replaced with a new model). May be returned and 26-50% of the price refunded.
Category A and B products can be returned for credit within 8 days after invoicing if:
- Unbroken packaging
- Original packaging
- Packaging intact
- Number of products returned do not exceed normal stock profile
RecomIT will make an assessment concerning this after receiving the product.
13.3 Returns are at the expense and risk of the Purchaser and a handling fee and transport costs are charged.
14.0 Addressee’s liability
When an offer or delivery from RecomIT is addressed to an actual individual, RecomIT is entitled to consider the relevant individual as the debtor, regardless of whether this individual operates in the form of a company.
15.0 Catalogues, descriptions etc.
15.1 Regardless of whether it originates with RecomIT or with one of its business connections, all information concerning weight, dimensions, capacity and technical data in a catalogue, description, brochure, advertisement etc., is considered to be supplied by RecomIT. Specific Purchaser requirements are only binding when they are specifically confirmed in writing by RecomIT.
16.0 Cancellation of an order by the Purchaser
16.1 For products in category A (cf. item 13.2), the Purchaser has the option of cancelling an order or postponing the delivery time thereof, under certain conditions and on payment of a special fee, provided that a written agreement concerning this has previously been made with RecomIT.
17.1 On request, RecomIT can provide configuration benefits subject to appropriate prices and the manufacturer’s guidelines. Configuration benefits implemented according to the Purchaser’s instructions or specifications, and that are not in accordance with the manufacturer’s guidelines, are implemented at the responsibility of the Purchaser. RecomIT does not provide any separate warranty for configured products.
18.0 Product liability
18.1 RecomIT is only responsible for personal injury occasioned by the supplied products if the injury is documented as being blamed on negligence on the part of RecomIT. RecomIT is not responsible for damages to real estate or personal property. RecomIT is not responsible for operational down time, lost earnings or any other form of direct losses. Where RecomIT may be responsible to a third party for a product, a RecomIT Purchaser is obliged to indemnify RecomIT for the liability of RecomIT, bearing in mind the limitations imposed by the three preceding items. The Purchaser is obliged to take action via the same court that is dealing with product liability proceedings against RecomIT Should a third party bring a claim for compensation against one of the parties with reference to the above, this party shall immediately inform the other thereof.
19.0 License rights
19.1 The sale by RecomIT of parts, components and/or materials does not entitle the Purchaser or the Purchaser’s customers to a license for any patent or exclusive rights to any combination, machinery or process in which the sold parts, components or materials are or may be used.
19.2 Software licenses are sold according to the Software Vendor’s Terms & Conditions. RecomIT disclaim any compensation or claims regarding software licenses.
20.0 Patent and intellectual property rights
20.1 Should action be taken against the Purchaser because of the fact that products that have been supplied by RecomIT currently constitute a direct infringement of a Danish patent or intellectual property rights, RecomIT undertakes to indemnify the Purchaser against compensation claims relating to a judgment or settlement, and against the cost of any legal proceedings, provided that the following criteria are fulfilled:
- The Purchaser must immediately notify RecomIT of the proceedings in writing.
- RecomIT has sole management of the case and all negotiations concerning the case judgment or settlement.
- The Purchaser agrees that RecomIT, at its own expense, can choose either to obtain the right for the Purchaser to continue using the supplied products, or to exchange/replace said products, in such a way that they no longer constitute an infringement.
20.2 Unless the criteria in item 20.1 are fulfilled, the Purchaser cannot make RecomIT liable for the above proceedings.
20.3 If it is not possible to fulfill any of the criteria listed in item 20.1, on grounds that RecomIT deems reasonable, and if the Purchaser agrees to return the products after RecomIT has requested this in writing, RecomIT will grant the Purchaser approval for the returned products equal to their depreciated value. A similar amount of depreciation is applied for each year of the product’s lifetime, and is fixed at all times by RecomIT.
20.4 RecomIT cannot be liable if products are designed to the Purchaser’s specifications, or if the infringement cannot be directly attributed to the supplied products, but rather to the Purchaser’s specific use thereof, including supplementation of and changes to the supplied products, or the product’s combination or use in conjunction with other products. Furthermore, RecomIT does not undertake responsibility for action taken after the Purchaser has become aware of the possible infringement. Any further liability on the part of RecomIT is ruled out and, in particular, RecomIT may not be made responsible for consequential damages.
21.0 Obsolescence of claims
21.1 Claims brought against RecomIT, regardless of their motivation, cannot be valid more than two years after delivery.
22.0 Partial invalidity
22.1 If one or more of the specifications in the current agreement are known to be invalid, illegal or impracticable, this shall not affect or devalue the validity, legality or feasibility of any other specifications.
23.1 Deviation from the above sales and delivery terms and conditions is only permitted following an explicit agreement between the parties in writing.
24.1 Any dispute between RecomIT and the Purchaser shall be decided in accordance with Danish law at the Aarhus court of law.
25.0 Electronic connection and exchange of data
25.1 RecomIT offers the Purchaser several types of electronic trading solutions, provided that the parties have agreed to enter into a mutual, loyal partnership. If the trading relationship does not reflect the value of the available electronic trading solutions, RecomIT reserves the right to limit the user’s access thereto, in full or in part.
25.2 Reseller Web (Web shop) offers the Purchaser access via the Internet to product information, stock details, news, campaign information and supplier links, as well as the opportunity to submit orders and obtain delivery information
25.3 Daily file exchange – A product file that is emailed to the Purchaser, containing details such as product text, supplier product no., FLT product no., a net price specific to Purchaser and the current opening stock balance.
26.1 Presales – RecomIT offers the Purchaser presales support in connection with the selection of equipment, dimensioning and/or configuration of large servers/network solutions. A task description is sent to the sales division. A proposed solution is offered, either in writing or over the telephone. Should the proposed solution, either in its entirety or a substantial part thereof, result in a realized sale between the Purchaser and an end user, the Purchaser is obliged to submit orders for this via RecomIT. Should paid services be involved, RecomIT will make the Purchaser aware of this prior to proceeding.
26.2 Aftersales – RecomIT offers the Purchaser technical assistance in conjunction with installation and correction of technical issues. Support is not provided to end-users unless an agreement negotiating this is entered into. Where RecomIT does not supply the configuration/software, the Purchaser will be invoiced at the appropriate hourly rate (minimum of 1 hour).
27.0 Rates for fees and charges
27.1 Return fee of minimum € 75 applied in connection with an approved, returned product or 10% of the purchase price whatever is the highest amount.
28.0 Duration and termination
28.1 The standard terms and conditions are valid from the submission of the Purchaser’s initial order until RecomIT publishes new terms and conditions in writing. This may take place without warning, either in writing or on the RecomIT homepage.
29.0 Prohibition against re-exporting
29.1 Should the delivery include equipment that is subject to US export restrictions, issued by the US Department of Commerce, such equipment may not be exported/re-exported, without an approved license, nor may it be resold to entities or persons included in the US Department of Commerce’s restrictions list, Table of Denied Orders, and nor, without special permission from the US Department of Commerce, may it be sold to or made available to entities, organizations or persons involved in nuclear activity or for use in nuclear applications or systems without a special license.
30.0 Product upgrades and delivery of upgrades
30.1 In the delivery of upgrades to existing IBM equipment, where the product is a Customer Set Up Unit (CSU), the replaced part is the property of the customer. For IBM equipment where the product is an IBM Set Up Unit, the replaced part is the property of IBM and the customer is not permitted to exchange the part independently. An IBM technician should be requested. Should the customer fail to follow the above instructions, and the exchanged part is lost, the customer is liable for the full purchase price.