1. SCOPE

1.1. These General Terms and Conditions of Purchase (“Terms”) apply to the purchase of goods and/or services (collectively “Goods”) by Inside Systems A/S and its affiliated companies (collectively “Inside Systems”) from any person, firm, company or other entity supplying Goods (“Supplier”).

1.2. The Supplier’s terms of sale and delivery, as they may be specified in the Supplier’s general sales terms; in the Supplier’s sales confirmation; at the Supplier’s website, or the like, will not apply to any purchase made by Inside Systems, unless expressly accepted in writing by Inside Systems.

1.3 In case of discrepancies between these Terms and specially agreed terms between the parties, the latter shall prevail if accepted by the management of Inside Systems.

Inside Systems reserves the right to change these Terms at any time.

 

2. CONCLUSION OF AN AGREEMENT

2.1. All quotations of the Supplier intended for Inside Systems are irrevocable, unless explicitly stated in the offer. Inside Systems is not obligated to accept an offer made by the Supplier and/or to place an order.

2.2. The contract between Inside Systems and the Supplier shall only be deemed binding once Inside Systems has placed a purchase order (“Order”) in writing which is to be confirmed by the Supplier to Inside Systems in writing within two weeks of receipt thereof (”Agreement”). If the Supplier fails to confirm the Order within two weeks of receipt thereof, Inside Systems is entitled to cancel the Order without incurring any liability to the Supplier.

2.3. Oral agreements of any kind must be confirmed by Inside Systems in writing to become effective.

2.4. If the Supplier concludes the Agreement on behalf of another natural or legal person, the Supplier declares by entering into the Agreement to be authorized to do so. In addition to this (legal) person, the Supplier is jointly and severally liable for all obligations arising from this Agreement.

2.5. The Supplier may not cancel the Agreement unless for good cause. Notwithstanding any other provisions under these Terms, Inside Systems is entitled to cancel the Agreement in whole or in part by giving written notice to the Supplier at any time prior to the delivery date in which event Inside Systems’ sole liability will be to pay the Supplier a fair and reasonable compensation for work-in-progress at the time of cancellation but such compensation will not include loss of profits (whether direct or indirect and whether actual or anticipated) or any indirect or consequential damage.

 

3. PRICES

3.1. The agreed prices are set out in the Agreement. Unless otherwise agreed in writing, the price will be in US Dollars, Euros or DKK and includes:

• • all delivery and packaging costs including, but not limited to, import/export clearances, shipping, carriage and insurance costs; and
  • sales tax, excise duty and any other applicable taxes.

 

4. TERMS OF PAYMENT

4.1. Terms of payment shall be as set out in the Agreement. If the terms of payment is not set out in the Agreement, the terms of payment will be net 60 days.

4.2. Inside Systems shall be entitled to retain any payment or set off any payment against any alleged outstanding claim against the Supplier.

4.3. The Supplier is not entitled to suspend deliveries of the goods as a result of any payment being outstanding.

4.4. The Supplier is not entitled to demand interest nor charge a fee if payment is late.

 

5. DELIVERY

5.1. All agreed delivery clauses are interpreted according to the latest version of INCOTERMS by the International Chamber of Commerce in Paris, France, and in force at the time of submission of the Order by Inside Systems. The delivery clause for any purchase of Goods will be as set out in the Order or the Agreement. If the Parties have not agreed the terms of delivery, the goods shall be delivered on the term Delivered Duty Paid (DDP) according to the latest version of INCOTERMS.

5.2. The Supplier must notify Inside Systems about the dispatch in writing in good time prior to arrival of the Goods. Returns of any kind are at the Supplier’s risk and expense. The Goods shall be appropriately packaged in customary packaging and protected against any harmful influences whatsoever. The labelling on the packing material shall comply with Inside Systems’ instructions, if any, and applicable laws and regulations.

5.3. The date of delivery set out in the Agreement means the time, when the Goods shall be delivered at the delivery address set out in the Agreement. The delivery time is fixed and may not be deviated from (time is of the essence), unless otherwise agreed between the Supplier and Inside Systems in writing.

5.4. Part delivery is subject to prior written agreement. Otherwise, the delivery may be rejected by Inside Systems.

5.5. The quality shall be in strict compliance with the terms of the Agreement. Quality other than the one ordered, entitles Inside Systems to reject the delivery in whole or partly by own choice.

5.6. In case of early delivery, Inside Systems reserves the right to refuse acceptance of the Goods until the agreed time of delivery. If Inside Systems chooses to accept the early delivery of the Goods, the payment terms shall be in accordance with the agreed time of delivery.

5.7. The Supplier shall immediately inform Inside Systems in writing of any delay. Delays of any kind entitles Inside Systems to cancel the Agreement. Inside Systems shall give written notice of cancellation within 5 working days after having received information of the delay.

A cancellation shall exempt Inside Systems from any obligation to pay in whole or in part any consideration, compensation etc. for the cancelled order. Inside Systems reserves the right to claim damages for any direct or indirect loss suffered by Inside Systems due to late delivery, including any expenses for agreed penalties and replacement purchase paid by Inside Systems.

 

6. WARRANTIES

6.1. The Supplier warrants that the Goods will:

• • be of merchantable quality and be free from defects in design, material and workmanship;
  • be free from all charges and encumbrances and all other adverse interests;
  • not be tampered with in any way, including that the Goods must be with the same form, function and specifications as when it was originally marketed by the manufacturer;
  • not have undergone any unauthorized repairs or replacement of components other than original firmware and microcode;
  • comply with all applicable laws, rules, regulations or other legal requirements in all relevant jurisdictions to the extent necessary to ensure its proper performance of this agreement;
  • will be fit for the purpose made known or available to the Supplier either in writing or orally at or prior to Order date;
  • will be complete and fully operational and shall be delivered with all parts (and also those parts and usual safety devices that are not specified in the Order but which are required for the proper operation of the goods or services)
  • comply strictly with Inside Systems’ requirements and specifications of the Goods; and
  • not infringe any intellectual property rights of any other person, including that the Goods are free to be sold within the European Union.
  • all storage devices must meet the following minimum health requirements:
      – Hard disk drives (HDDs): minimum 80% health
      – Solid-state drives (SSDs): minimum 90% health
      Devices not meeting these thresholds will be rejected upon delivery.

6.2. The Supplier shall obtain all necessary licenses, clearances and other consents for the supply of the Goods and shall at its own costs provide all assistance and necessary documents including, but not limited to, documents required by any proprietary owner of intellectual property rights claiming that the re-sale of the Goods infringes the owner’s intellectual property rights.

6.3. Without prejudice to any other rights or remedies of Inside Systems (whether express or implied), for a period of 12 months from the date of delivery, in respect of Goods which do not conform with the provisions of Section 6.1, the Supplier shall, at the Inside Systems’ option:

• • replace or repair such Goods free of charge;
  • provide Inside Systems with a credit note in the amount of the price of the non-conforming Goods;
  • require the Supplier to pay for the cost of the repair or replacement of the Goods if the Supplier cannot replace or repair the Goods;
  • recover from the Supplier any costs Inside Systems incurs in obtaining substitute goods from a third party less any amount refunded by the Supplier;
  • claim damages for any other costs, loss or expenses Inside Systems incurs which are in any way attributable to the Supplier’s failure to comply with the conditions in these Terms and/or the Agreement; and
  • or comply with any other requests selected by Inside Systems available at law.

In addition thereto, the Supplier shall be liable for any costs and expenses incurred or suffered by Inside Systems as a result of the non-conforming Goods, such as costs and  expenses  on transport, logistic, labour costs, assembly and disassembly costs.

 

7. INDEMNIFICATION

7.1. The Supplier indemnifies Inside Systems and Inside Systems’ customers in full against all direct, indirect and consequential liability, claims, loss of profits, loss of business, depletion of goodwill and similar losses, damages, costs and expenses (including legal expenses) awarded against or incurred by Inside Systems for any:

7.1.1. breach by the Supplier of any warranties or other obligations set out in these Terms;

7.1.2. patent, trademark, copyright, trade secret or other intellectual property infringement claim relating to the Goods, materials, or packaging, supplied by the Supplier;

7.1.3. breach by the Supplier of any applicable law;

7.1.4. death or injury to a person, or any loss or damage to a persons real or personal property; or

7.1.5. act or omission of the Supplier or its employees or subcontractors in supply and delivering the Goods.

 

8. INSURANCE

8.1. The Supplier shall at its own costs maintain a general liability insurance (including products liability) and such other insurances as Inside Systems may specify to the Supplier and which includes Inside Systems as additional insured.

8.2. The Supplier shall provide a certificate of insurance policies to Inside Systems upon request.

 

9. FORCE MAJEURE

9.1. Neither Inside Systems nor the Supplier shall be liable for any default or delay in performing its obligations, if caused by an event beyond reasonable control, provided that the affected party gives prompt written notice of any such inability to perform to the other party. Events beyond reasonable control includes – but is not limited to – plagues, epidemics, natural disasters, war, civil war, riots, terror, strikes, lockouts and compliance with any governmental rules or regulations (“Force Majeure”).

9.2. The affected party shall advise the other party immediately in writing of the occurrence described above. Within seven (7) calendar days after the beginning of the incident, the party shall forward evidence of the incidence.

9.3. The obligations and rights of the parties shall be extended on a day-to-day basis for the time period equal to the period of the Force Majeure event. When the Force Majeure event has abated, the parties´ respective obligations shall resume. If the circumstances proceed for more than two (2) weeks, each party shall be entitled to cancel the order or part of the order, without this being considered a breach of contract. None of the parties shall have the right to claim compensation of possible losses from the other party due to Force Majeure.

 

10. INTELLECTUAL PROPERTY RIGHTS

10.1. Inside Systems’ intellectual property rights, including – but not limited to – names, trademarks and logos, shall at all time be and remain the exclusive and sole property of Inside Systems. The Supplier is not allowed to use Inside Systems’ intellectual property rights without the prior written consent of Inside Systems.

10.2. The Supplier shall indemnify Inside Systems for all costs and losses suffered by Inside Systems due to the Supplier’s breach of this clause.

 

11. DATA PROTECTION

11.1. The Supplier shall comply with all applicable data protection laws, including but not limited to, the General Data Protection Regulation 2016/679. This includes that the Supplier shall maintain reasonable technical and organizational security measures to protect the personal data of its contractors, employees and other individuals and shall immediately notify Inside Systems in the event of a breach of security impacting Inside Systems. Further, the Supplier shall at no cost provide reasonable assistance to Inside Systems with the remediation, notification and other obligation required under the applicable data protection laws.

11.2. To the extent that the Supplier sells Goods to Inside Systems that are refurbished, the Supplier warrants that there have been performed a full data wipe on the Goods in accordance with NIST 800-88r1 or similar standards. If, upon receipt of the Goods, Inside Systems realises that a full data wipe has not been performed on the Goods in accordance with NIST 800-88r1 or similar standards, the Supplier agrees that Inside Systems may wipe all data on behalf of the Supplier at the Supplier’s risk and expense.

 

12. GENERAL

12.1. Should any provision of these Terms be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these Terms shall remain in full force and effect and shall be construed in accordance with the modified provision.

12.2. Failure by any party to exercise or enforce any rights under these Terms shall not be deemed to be a waiver of any such right, nor to be a bar to the exercise or enforcement thereof at any time or times thereafter.

12.3. The Supplier agrees to keep secret and confidential any and all written and/or oral information of any kind related to the business relationship between the Supplier and Inside systems. The Supplier agrees to use information obtained strictly for the purpose of delivery, and not to disclose such information to a third party.

 

13. JURISDICTION AND GOVERNING LAW

13.1. These Terms and all contracts entered into between Inside Systems and the Supplier, including any supply of Goods to Inside Systems, shall be governed by and construed in accordance with the laws of Denmark, notwithstanding any choice of law or conflict of law provisions specifying other choice of law. CISG (United Nations Convention on Contracts for the International Sales of Goods) shall not apply.

13.2. Any dispute between Inside Systems and the Supplier regarding the parties’ contractual relationship, including these Terms, shall be settled at the city court of Aalborg.

13.3. Notwithstanding clause 2 Inside Systems is entitled, at its sole discretion, to bring any dispute with the Supplier before the competent courts in the country where the Supplier has its registered office.

13.4. The Supplier accepts that any dispute between the Supplier and Inside Systems is to be settled before the same forum as disputes between Inside Systems and Inside Systems’ customers are settled.