1. SCOPE

   These terms and conditions of sale and delivery apply both to Inside Systems’ sale and delivery of products and services and to Inside Systems’ purchase of products and services.
   

1.1. These general terms and conditions (the ”Terms”) apply to the sale and delivery by Inside Systems A/S and its affiliated companies (collectively ”Inside Systems”) of goods (”Goods”) and ITAD Services to a buyer who has ordered and/or received the Goods or ITAD services (the ”Buyer”). The term ”ITAD Services” means Inside Systems’ services relating to the handling, recycling, resale or destruction of the
Buyers IT equipment against payment by Inside Systems.

1.2. The Terms constitute and integral part of the Agreement as defined in clause 2.1, entered between Inside Systems and the Buyer.

1.3 The Buyer’s terms of purchase, if any, as specified in the Buyer’s general terms; in the Buyer’s purchase order; on the Buyer’s website or similar, shall not apply to any delivery made by Inside Systems unless expressly accepted in writing by Inside Systems.

1.4 In the event of inconsistencies between these Terms and specifically agreed terms between Inside Systems and the Buyer, the latter shall prevail if accepted by the management of Inside Systems.

1.5 Inside Systems reserves the right to change or amend the Terms at any time.

1.6 These general terms and conditions (“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”).

1.7. 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.

1.8 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. The Buyer may place orders both orally and in writing, including by e-mail. No binding contract (”Agreement”) is created until a written order has been accepted by Inside Systems. Inside Systems may, at its sole discretion, refuse to accept any order placed by the Buyer.

2.2. The Buyer will be deemed to have accepted an order or sales confirmation from Inside Systems, including the terms of the Agreement, unless the Buyer notifies Inside Systems of any objections.

2.3. No Agreement may be cancelled or modified by the Buyer except by written agreement with Inside Systems. In such event, the Buyer shall indemnify Inside Systems in full against any and all losses (including
loss of profit), costs (including the cost of all labour and materials), damages, fees and expenses incurred by Inside Systems as a result of the cancellation or modification.

2.4. Inside Systems only sells Goods or ITAD Services to business customers (B2B) unless otherwise agreed. Software or licenses that may for any reason be included in the Goods, separately or embedded, are not covered by any warranties from Inside Systems.

2.5. 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.

2.6. 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.

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

2.8. 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.

2.9. 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. Unless otherwise agreed, all prices quoted by Inside Systems are exclusive of any applicable VAT, duty or similar tax to be invoiced and paid in addition to the price of the Goods or ITAD Services.

3.2. If the price of the Goods or ITAD Services increases due to documented changes in taxes and duties on the Goods, customs duties, import/export duties, exchange rates, freight costs (where freight is payable by Inside Systems) or other circumstances beyond Inside Systems’ control, Inside Systems reserves the right to make price adjustments.

3.3. In connection with Inside Systems’ procurement, 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. INSIDE SYSTEMS’ RESPONSIBILITY FOR ITAD SERVICES
   

4.1. Inside Systems prepares an overview (Audit Report) of the IT Equipment received, saleable and processed by Inside Systems. The Audit Report is prepared in accordance with the process description in
effect at any given time, which can be found on the Inside Systems website. Based on the Audit Report, Inside Systems shall prepare a realistic valuation of the IT Equipment, which will be subject to sale and redistribution as defined in the Audit Reports prepared from time to time (such IT Equipment is hereinafter referred to as the ‘Equipment’).

4.2. Inside Systems shall perform data erasure on all Equipment on which data may be stored in accordance with NIST 800-88r1 and DOD 5220.22-M standards. Equipment where data erasure cannot be performed using data erasure software shall be secured by physical destruction, further complying with the NIST 800-88r1 standard, and then recycled in accordance with applicable environmental and waste legislation.

4.3. Inside Systems shall pay Buyer the purchase price for Equipment for resale based on the condition and current market value of the Equipment as determined by Inside Systems. If the Buyer disputes the valuation, the Buyer shall either submit documentation for its claim or appoint a buyer, after which Inside Systems shall immediately and within five (5) days endeavour to obtain the revised value. If this is not possible, the Buyer may demand the return of the Equipment against bearing the costs associated with the handling. In addition, Inside Systems will only invoice the reasonable and necessary costs related to the return (packing materials, labour and transport) and only after mutual agreement and written acceptance has been reached between the parties.

4.4. Inside Systems will charge handling cost (service fee) for all Equipment in accordance with the current contract with the customer. The service fees invoiced by Inside Systems (these service fees are hereinafter referred to as ‘Service Fees’) are set out in the individual Audit Reports provided by Inside Systems to the Buyer. The Audit Report contains an overview of the purchase price which the Buyer is entitled to invoice Inside Systems and the Service Fees which Inside Systems shall invoice the Buyer. If the Buyer has chosen a fixed price agreement, the prices of the individual Service Fees will not appear in the Audit Report as the Service Fees are included in the fixed price agreement. The price list is for information purposes only and is only used if the Buyer orders other ITAD Services that are not included in the fixed price agreement.

 

5. THE BUYERS RESPONSIBILITY FOR ITAD SERVICES

5.1. The Buyer undertakes to pay Inside Systems the Services Fees invoiced by Inside Systems in accordance with the Audit Reports, even if the preagreed purchase prices do not exceed the Service Fees. The value of the return Equipment may be pledged and used as a means of possible set-off.

5.2. The Buyer has familiarised itself with Inside Systems’ handling processes and/or process description in effect at any given time, which can be found on the Inside Systems website. The process description is a general description of processes and procedures followed by Inside Systems, but as different addresses and locations may have special measures and requirements, instructions and guidelines other than those stated in the process description may be given by Inside Systems, which must necessarily take precedence over the process description. The Buyer agrees to follow reasonable instructions given by Inside Systems in relation to the ordered ITAD Services.

5.3. The Buyer shall be responsible for any damage or loss to the Equipment resulting from improper handling of the Equipment before handover to Inside Systems, or as a result of failure to comply with
instructions and guidelines issued by Inside Systems

5.4. Prior to delivery of the Equipment to Inside Systems, the Buyer shall do the following, as noncompliance by the Buyer may result in a claim for additional payment from Inside Systems:

• remove locks and protective measures preventing data erasure or re-use of the Equipment (e.g. BIOS password) in accordance with Inside Systems’ instructions; and

• disconnect the Equipment from the equipment manufacturer’s web-based authentication platforms or accounts (e.g. Apple ID, DEP, Samsung KNOX) if the Equipment is registered to these platforms or accounts.

• However, the Buyer shall not remove the login password required to access the Equipment. Especially for Server, Storage and Network Equipment, the Buyer shall provide specific IP addresses and root passwords if these differ from the factory defaults.

5.5. In case of doubt, the Buyer shall always contact Inside Systems with enquiries regarding the handling and delivery of the Equipment.

5.6. Prior to delivery of the Equipment, the Buyer shall ensure backup of necessary data and software which may be installed on the Equipment and to delete them afterwards, except for the original installations of the Equipment. The Buyer is liable for any undesired loss of data that may arise from Inside Systems destroying the Buyer’s data in accordance with the Agreement. The Buyer shall notify Inside Systems in writing of any devices among the Equipment sold that deviate from the standard configurations, have additional internal or external hard drives installed, or other storage media that are not part of a standard configuration. If the Buyer fails to notify Inside Systems or if the Buyer provides additional devices or other media that Inside Systems does not expect to receive (e.g. magnetic discs, optical discs, optical disks, etc. magnetic discs, optical discs, data tapes, external memory or storage media, SIM cards, USB sticks or other including physical documents), Inside Systems will perform data erasure and destruction of these devices and material, but assumes no liability for the content, material or data on these devices,
even if these devices or materials contain the Buyer’s confidential information and may have been submitted negligently or erroneously by Buyer.

5.7. The Buyer shall ensure that no harmful or otherwise hazardous material is delivered to Inside Systems together with the Equipment. The Buyer shall be responsible for any additional costs and charges associated with the necessary and statutory handling of such material. In case of sharp objects as a result of damaged Equipment, including suspicion of leakage of battery acid, the Buyer shall make Inside Systems aware of this before the collection takes place and otherwise follow the instructions and directions given by Inside Systems.

Product Specifications and Condition
Unless otherwise stated, our range of products primarily consists of refurbished or previously owned items. We ensure that all our refurbished equipment undergoes thorough testing, cleaning, and is covered
by our warranty, which includes a money-back option.

The product specifications we provide should be considered as indicative. Minor deviations may occur, but you are only obliged to accept these if they do not significantly reduce the product’s value.

Should you require a brand-new and factory-sealed product, please feel free to contact us here to receive a specific offer.

 

6. DELIVERY, COLLECTION AND TRANSFER OF RISK OF THE EQUIPMENT FOR ITAD SERVICES

6.1. Delivery of the Equipment to Inside Systems shall be made in accordance with Inside Systems‘ instructions and follow Inside Systems’ process description and any instructions and restrictions set out by Inside Systems.

6.2. Orders for collection must always be confirmed in writing by Inside Systems. The Buyer may place the order via the web shop, e-mail or telephone, after which the agreed order is confirmed in writing (e.g. by e-mail). The Buyer shall always state the preferred date and provide an estimate of the number of units of Equipment to be collected and provide any other relevant information that Inside Systems may need. Unless otherwise agreed, the Buyer shall pack the Equipment as instructed in the ITAD Grid Cages provided and otherwise follow the instructions given by Inside Systems.

6.3. Special pick-ups: For a fee and by prior offer, Inside Systems may arrange for the complete dismantling and packing of the Equipment before transport. The Buyer shall facilitate the necessary access to the Equipment for Inside Systems personnel and vehicle(s) at all addresses that may be covered. Special collection must be requested at least two (2) weeks prior to the requested collection date.

6.4. If the Buyer wishes to be responsible for packing and transport of the Equipment, the liability and thus the risk of loss of or damage to the Equipment shall not pass to Inside Systems until the Equipment is handed over to Inside Systems‘ representatives or until the goods are received at Inside Systems’ address.

SHIPPING
This shippingpolicy applies to all orders placed with us.

• Shipping and Delivery Options
• In-Store Pickup: You can opt for in-store pickup, available from Monday to Friday between 9:00 AM and 5:00 PM by prior agreement.
• We provide various shipping options. For some orders, a third-party supplier may handle our inventory and oversee the shipping process.

Shipping Fees

• Multiple shipping options available. Some orders may be fulfilled and shipped by third-party suppliers.
• Shipping fees are based on weight and our agreements with the courier; the exact cost is shown at checkout.
• Estimated delivery times are not guaranteed due to third-party carriers (DHL, TNT, UPS, GLS, FedEx, etc.).
• Orders for in-stock items placed before 3:00 PM GMT+1 ship the same day. Custom or non-stock items ship per prior agreement.
• Delivery is complete when the carrier delivers to the specified address. Responsibility for handling passes to the buyer at that point.

International Shipping

• We ship to over 90 countries worldwide, following Danish and EU trade regulations, including export control and dual-use restrictions (EU Regulation 428/2009).
• Reselling, transferring, or re-exporting products without EU approval is prohibited.
• Please note that all international shipments must adhere to the rules and regulations of the Danish Trade and Industry of Denmark. A list of currently restricted countries can be found here. By placing an order, you are obligated to observe and comply with these rules. These restrictions also apply if the products are re-exported from your country.
• Buyers are responsible for any local duties, taxes or compliance with national import laws.
• Contact us for guidance on international shipping and current restrictions.

Shipping Restrictions

• Batteries are subject to various shipping restrictions, and not all countries accept them through standard courier routes. These rules change frequently, so we advise customers to contact us before placing an order to confirm available delivery options. If confirmation is not obtained initially, orders may be subject to cancellation if courier delivery is unavailable.
• Express shipment of batteries via courier incurs an additional delivery fee of 700 DKK + VAT.
• Delivery fees for batteries shipped outside of the courier network will be determined on a caseby-case basis.
• Please note that all shipping prices are subject to potential errors.

Buyer’s Responsibilities

• The buyer is responsible for complying with sanctions imposed by the UN, WTO, and EU. Ensure that purchased products are not transferred to any entity, company, or association under UN, WTO, and EU sanctions, either directly or indirectly.
• Transfer of goods to the following countries/areas is prohibited: Russia, Belarus, Iran, North Korea, Crimea, Sevastopol, Syria, Kherson, Luhansk, Donetsk, and Zaporizhzhia.
• Products must not be indirectly or directly supplied to Russian-based/owned companies from any orders placed with Inside Systems.

Questrions about Returns
If you have questions about returns, please review our Return Policy.

How can you contact us about this policy
If you have any further questions or comments, you may contact us by:

Phone: +45 72 18 33 60
E-mail: sh**@***********ms.com
Through our contact form or through our live chat 

When will my package arrive?

Destination	Standard delivery
Denmark	1-2 business days
EU countries	2-5 business days
Countries outside EU	4-7 business days

Goods directly from stock will be dispatched the same business day if ordered before 15:00 P.M. GMT + 1

Inside Systems can only meet the shipping date, whereas delays may occur at the hands of DHL, TNT, UPS, GLS, FedEx or other courier services.

Some products might have restriction preventing the delivery to certain locations – forexample, some airlines will not accept batteries on board, preventing us from delivering them to locations where only these airlines deliver. We do out best to advice this beforehand when possible, but frequent changes in regulations might not always make this possible.

 

7. DELIVERY – Inside Systems’ Purchase

7.1. 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.

7.2. 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.

7.3. 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.

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

7.5. 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.

7.6. 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.

7.7. 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.

 

8. OWNERSHIP OF THE EQUIPMENT FOR ITAD SERVICES

8.1. The Buyer represents and warrants that the Equipment is legally acquired and legally owned by the Buyer at the time of entry into the Agreement, including that the ownership of the Equipment passes to
Inside Systems without any mortgage, pledge, lease or rental agreement, other similar third-party rights or any other encumbrances. The Buyer shall be able to provide evidence of ownership and its origin upon Inside Systems’ request. Documentation will normally be in the form of a copy of the original purchase invoice, purchase agreement or similar.

8.2 Ownership to the Equipment shall pass to Inside Systems when the Equipment is transferred to Inside Systems or its representatives.

8.3 The Buyer shall indemnify Inside Systems against any loss, damage, costs (including reasonable legal costs), expenses, claims and liabilities of any nature whatsoever asserted against Inside Systems or suffered, incurred or suffered by Inside Systems as a result of or in connection with any breach of the warranty given by the Buyer under clause 8.1 above.

 

9. GOODS TERMS OF DELIVERY AND PASSING OF RISK

9.1. All agreed delivery clauses set out in the Agreement shall be interpreted in accordance with the latest version of INCOTERMS as published by the International Chamber of Commerce in Paris, France, at the time of the conclusion of the Agreement. If the parties have not agreed on delivery terms, the Goods shall be delivered in accordance with the term Ex Works (EXW).

9.2. The delivery date stated in the Agreement shall only be considered approximate and cannot be considered as a binding or fixed delivery date. In case of delayed delivery, the Buyer shall give Inside Systems
a written notice of default which gives Inside Systems a reasonable time to fulfil its obligations, but not less than 3 weeks. If Inside Systems exceeds this reasonable time limit, the Buyer shall be entitled to terminate the Agreement in whole or in part, but only with respect to the undelivered Goods. In such case, Inside Systems shall not be liable for any damage.

9.3. Inside Systems may deliver the Goods in instalments.

9.4. If the Buyer does not receive timely delivery of the Goods – or if, where the Buyer is required to give delivery instructions, the Buyer fails to give such instructions – Inside Systems may, at its sole discretion, either extend the delivery time for the Goods, store the Goods at the Buyer’s risk and expense until actual delivery, or terminate the Agreement or any part thereof, in each case without prejudice to any other rights or remedies available to Inside Systems.

9.5. The risk of delivery of the Goods shall pass to the Buyer in accordance with the agreed INCOTERM or when the Goods are offered for delivery at the agreed location.

 

10. WARRANTIES

10.1. 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.

10.2. 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 resale of the Goods infringes the owner’s intellectual property rights.

10.3. 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 10.1, 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 nonconforming 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.

10.3. If there is a claim regarding a defect, both parties are entitled to demand an independent investigation by an independent investigation company agreed between the parties. If necessary, the Buyer shall assist Inside Systems in cooperating with an independent investigation company.

10.4. If loss or damage to the Goods and/or their packaging is visible during transport, a reservation must always be recorded on the CMR waybill or other consignment note. Reservations must also be notified in writing to Inside Systems and the carrier upon receipt in case of visible loss or damage and within three (3) days of receipt in case of loss or damage that is not visible.

10.5. If defects occur, Inside Systems shall, at its sole discretion and sole obligation, replace the delivery, remedy the defect or offer the Buyer a proportionate reduction in the price, after which the defect shall be deemed to be fully remedied. No other remedies shall be available to the Buyer, including claims for damages of any kind, including in relation to trading losses, loss of profit and other indirect losses.

10.6. Except as expressly stated in these Terms or the Agreement, Inside Systems makes no representations, warranties or guarantees whatsoever and all representations and war-ranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose, are hereby disclaimed to the maxi-mum extent permitted by applicable law.

10.7. The Buyer acknowledges and agrees that the sale of Goods by Inside Systems does not grant the Buyer any right or licence to any software and that manufacturers or suppliers of computer software normally retain ownership of copyright and other intellectual property rights. If software is included in any Goods supplied by Inside Systems, the software and associated documentation are provided ‘AS IS’ and without warranty of any kind.

 

11. INDEMIFICATION

11.1. 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:

11.1.1. breach by the Supplier of any warranties or other obligations set out in these Terms;
11.1.2. patent, trademark, copyright, trade secret or other intellectual property infringement claim relating to the Goods, materials, or packaging, supplied by the Supplier;
11.1.3. breach by the Supplier of any applicable law;
11.1.4. death or injury to a person, or any loss or damage to a persons real or personal property; or
11.1.5. act or omission of the Supplier or its employees or subcontractors in supply and delivering the Goods.

 

12. INSURANCE

12.1. 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.

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

RETURN POLICY
No general right of return applies to purchases made by business customers.

Returns are only accepted in the following cases:

• Defective goods (DOA)
• Wrong item delivered

All returns require prior approval from Inside Systems A/S and a valid RMA number issued by us in advance.

If you believe you have received a defective item or an incorrect product, please contact us at rm*@***********ms.com or complete our RMA form below. Once your request has been reviewed, we will confirm whether the return is approved and provide return instructions.

Any return accepted outside the cases listed above may be subject to a restocking fee of up to 25%, determined
case by case.

Refunds
Once we have received and inspected the returned item, we will process your refund without undue delay. Refunds will be made using the original payment method, unless otherwise greed. We may withhold the refund until we have received the returned item, or until you have provided documentation that the item has been returned, whichever occurs first.
Please note that processing times with banks and card providers may vary.

Exceptions
The right of withdrawal does not apply to:

• Goods made to the customer’s specifications or clearly personalized items.
• Digital content, software licenses, or similar non-tangible products once delivery or performance has begun with the customer’s prior express content and acknowledhment that the right of the withdrawal is thereby lost
•Selaed goods that are not suitable for return for health protection or hygiene reasons, if unsealed after delivery
• Sealed software, if the seal has been vbbroken after delivery

Return Process
Returned items must be sent in suitable packaging and in the condition agreed as part of the return approval. Unless otherwise agreed, the customer is responsible for return shipping costs. We recommend using a tracked shipping service, as you are responsible for the item until it has been received by us.

Inside Systems A/S
Attn: Returns
RMA#
Troensevej 8
9220 Aalborg Oest
Denmark

 

13. RETENTION OF TITLE FOR DELIVERED GOODS

13.1. Inside Systems shall retain full title to the Goods, which shall remain the sole and absolute property of Inside Systems until Inside Systems has received full payment for the Goods and any other outstanding debts.

13.2. Until Inside Systems has received full payment for the Goods and any other outstanding debts, the Buyer acknowledges that the Buyer is in possession of the Goods solely as a fiduciary agent and guarantor of Inside Systems and the Buyer will properly store, protect and insure the Goods and keep the Goods at its premises separate from the Buyer’s own goods and mark the Goods in such a way that they are easily identifiable as Goods of Inside Systems.

13.3. The Buyer’s right to possession of the Goods shall cease if the Buyer 1) fails to pay any amount due to Inside Systems or 2) an event of insolvency as defined in the Danish In-solvency Act occurs or 3) if Inside Systems reasonably believes that any of the above events are likely to occur and notifies the Buyer accordingly.

13.4. Until title to the Goods passes to the Buyer (and provided that the Goods are still in existence and have not been resold), Inside Systems reserves the right at any time to require the buyer to deliver the goods to Inside Systems, and if the buyer does not comply with this requirement immediately, Inside Systems may, without further notice, seek the delivery of the goods through the courts.

13.5. The Buyer shall not be entitled to pledge or in any way charge as security for any debt for any of the Goods which remain the property of Inside Systems. If the Buyer does so, all debts owed by the Buyer to Inside Systems (without prejudice to any other right or remedy of Inside Systems) shall become immediately due and payable.

 

14. NON-CONFORMITY

14.1. Upon delivery, the Buyer shall inspect the Goods for any defects. Any visible defects must be reported in writing to Inside Systems immediately, and no later than three (3) working days after receipt of the Goods, otherwise the Goods shall be deemed to be in conformity with the Agreement.

14.2 For any defect which is not visible on visible inspection (hidden defects), the Buyer shall give written notice to Inside Systems no later than six (6) months after delivery of the Goods and no later than three (3) days after the Buyer has discovered or ought to have discovered the defect.

14.3. If there is a claim regarding a defect, both parties are entitled to demand an independent investigation by an independent investigation company agreed between the parties. If necessary, the Buyer shall assist Inside Systems in cooperating with an independent investigation company.

14.4. If loss or damage to the Goods and/or their packaging is visible during transport, a reservation must always be recorded on the CMR waybill or other consignment note. Reservations must also be notified in writing to Inside Systems and the carrier upon receipt in case of visible loss or damage and within three (3) days of receipt in case of loss or damage that is not visible.

14.5. If defects occur, Inside Systems shall, at its sole discretion and sole obligation, replace the delivery, remedy the defect or offer the Buyer a proportionate reduction in the price, after which the defect shall be deemed to be fully remedied. No other remedies shall be available to the Buyer, including claims for damages of any kind, including in relation to trading losses, loss of profit and other indirect losses.

14.6. Except as expressly stated in these Terms or the Agreement, Inside Systems makes no representations, warranties or guarantees whatsoever and all representations and warranties, whether express, implied, statutory or otherwise, including any implied warranty of merchantability or fitness for a particular purpose, are hereby disclaimed to the maxi-mum extent permitted by applicable law.

14.7. The Buyer acknowledges and agrees that the sale of Goods by Inside Systems does not grant the Buyer any right or licence to any software and that manufacturers or suppliers of computer software normally retain ownership of copyright and other intellectual property rights. If software is included in any Goods supplied by Inside Systems, the software and associated documentation are provided ‘AS IS’ and
without warranty of any kind.

 

15. TERMS OF PAYMENT

15.1. Unless otherwise agreed, the Buyer shall pay for the Goods and ITAD Services in full and cleared funds to the bank account designated by Inside Systems within ten (10) days of receipt of invoice and always before delivery.

15.2. The Buyer shall not be entitled to withhold any payment or set off any payment against any outstanding claim against Inside Systems which has not been authorised by Inside Systems.

15.3. If payment is not made and received by Inside Systems on the due date, Inside Systems may charge interest on the then outstanding amount at the rate of two (2) percent per month or part thereof from the date of invoice.

15.4. Goods and, to the extent applicable, ITAD Services not collected due to late payment will be stored and insured at the Buyer’s expense until final payment is received by Inside Systems.

15.5. If the Buyer fails to pay, despite repeated reminders, this may be considered a material breach of the Agreement by Inside Systems, and Inside Systems is therefore entitled to terminate the Agreement with immediate effect and stop the delivery of the services covered by the Agreement. The time of termination will be the time when Inside Systems notifies the Buyer in writing of the right of termination and the reasons for such termination. The breach does not release the Buyer from the payment due under the Agreement, in-cluding payment from the date of termination, which in case of a fixed-price agreement also includes the following six (6) months, however, at most until the end date of the Agreement.

15.6. In connection with Inside Systems’ procurement, the 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.

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

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

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

RENTAL
In some cases, an agreement is entered into with the buyer (lessee) regarding the rental of a product that Inside Systems leases from a third party. In these situations, Inside Systems and the lessee enter into a sublease agreement, and the following terms and conditions will apply to the rental of equipment.

 

16. PRODUCT LIABILITY

16.1. The Buyer shall indemnify Inside Systems against all costs, losses, liabilities, damages and injuries resulting from death, personal injury or property damage caused by the Buyer’s acts and/or omissions.

16.2. Inside Systems shall only be liable in case of personal injury and/or property damage if (i) such injury/damage is caused by the Goods and/or the ITAD Services (documentation is required) and (ii) such liability is in accordance with applicable mandatory law. In case of damage to property, Inside Systems’ liability is limited to the greatest extent possible.

16.3. Notwithstanding clause 16.2, Inside Systems is under no circumstances liable for indirect, special, incidental, consequential or punitive damages of any kind, including, but not limited to, business interruption costs, loss of profits, loss of goodwill, removal and/or re-installation costs, purchase costs, recall and cancellation costs, handling costs, fines, loss of data, damage to reputation or loss of customers and consumers.

16.4. The Buyer shall without undue delay notify Inside Systems in writing if the Buyer becomes aware of circumstances that may justify product liability on Inside Systems.

 

17. SUSPENSION AND DISSOLUTION

17.1. At its sole discretion and without prejudice to any other rights under the Terms, Inside Systems has the right, in whole or in part, to suspend (further) performance of the Agreement or to terminate the Agreement in whole or in part if:

17.1.1. the Buyer fails to fulfil one or more of its obligations or if Inside Systems has well-founded reasons to fear that the Buyer will not fulfil its obligations;

17.1.2. the Buyer has applied for or has been granted suspension of payments;

17.1.3. the Buyer’s bankruptcy has been petitioned or imposed or if the Buyer has otherwise lost the power to dispose of its assets;

17.1.4. any Goods and/or ITAD Services of the Buyer have been seized;

17.1.5. if the Buyer ceases its business or more than 50% of the Buyer’s equity interests or business in general is transferred to a natural or legal person who does not own at least 25% of the Buyer’s share capital or business in general at the time the Agreement to which the Terms apply is concluded; and/or 17.1.6. if any share capital or business in general is transferred to a natural or legal person that produces or sells products that compete with Inside Systems.

17.2. Any right of suspension or dissolution by the Buyer is excluded.

 

18. FORCE MAJEURE

18.1. ‘Force Majeure’ means events where delay or non-performance of a party’s obligations is caused by circumstances beyond its reasonable control, including, but not limited to, governmental action, riots or other civil disturbances that directly affect the party’s ability to conduct its business activities, war (whether declared or not), acts of terrorism or widespread vandalism, pandemic, epidemic, strike, earthquake, flood, fire, interruption of transportation, embargo, widespread significant shortage of transportation facilities or raw materials, accident, lockout or other labour unrest.

18.2. party’s failure or delay in the fulfilment of its obligations as a result of Force Majeure shall not be deemed to be a breach of the Agreement by the affected party. This also applies to non-performance or delayed fulfilment of a party’s subcontractor’s or other contractual partner’s obligations if this subcontractor or other contractual partner is affected by a Force Majeure-situation.

18.3. The affected party shall immediately notify the other party in writing of the incident de-scribed above. Within seven (7) days of the occurrence of the incident, the party shall provide evidence of the incident.

18.4. The obligations and rights of the parties are extended on a day-to-day basis for the period corresponding to the period of the Force Majeure event. When the Force Majeure Event has subsided, the parties’ respective obligations will resume. If the circumstances last for more than two (2) weeks, either party is entitled to terminate the Agreement in whole or in part without this being considered a breach.
Neither party is entitled to claim compensation for any losses from the other party as a result of Force Majeure.

 

19. HARDSHIP

19.1. If at any time there has been a material change in business, monetary or commercial conditions beyond the control of Inside Systems (hardship) and as a result the Agreement has become excessively onerous for Inside Systems, Inside Systems may notify the Buyer that Inside Systems wishes to perform and review the terms of the Agreement in light of the changed conditions. The Buyer shall meet with Inside Systems to discuss and negotiate in good faith alternative terms of the Agreement which reasonably relieve Inside Systems from such hardship. If no agreement has been reached on a remedy within seven (7) days from the date of Inside Systems’ request for such meeting, Inside Systems shall be entitled to terminate the Agreement. Such termination shall not constitute a breach and any and all liability shall be excluded.

 

20. INTELLECTUAL PROPERTY RIGHTS

20.1. Inside Systems’ intellectual property rights (registered and unregistered), including but not limited to names, trade-marks and logos, shall at all times be and remain the exclusive property of Inside Systems. The Buyer/Supplier may not use Inside Systems’ intellectual property rights without the prior written consent of Inside Systems.

20.2. The Buyer/Supplier shall indemnify Inside Systems for all costs and losses incurred by Inside Systems as a result of the Buyer’s breach of this clause 17.

 

21. EXPORT RESTRICTIONS

21.1. The Buyer is informed that certain Goods are subject to export and other resale re-strictions. If the Buyer supplies the Goods to a customer who may use the Goods outside the United States or EU or EFTA countries, the Buyer acknowledges and shall inform its customers that some Goods are controlled for resale or export by the US Department of Commerce, EU or EU/EFTA member state agencies and such Goods may require au-thorisation prior to resale or export. The Buyer has established active control mecha-nisms that require its customers to confirm and warrant that they comply with and re-spect the same export regulations.

21.2. The Buyer guarantees that it will not:

1. Export, re-export or otherwise distribute Goods or direct products thereof in violation of restrictions relating to dual-use and export control laws or regulations in the USA, EU, or any EU/EFTA Member State;

2. Resell, export or re-export any Goods with knowledge that the Goods will be used in the design, development, production, or use of chemical, biological, nuclear, or ballis-tic weapons, or in any facility engaged in such activities, unless the Buyer has ob-tained prior approval from the U.S. Department of Commerce, the EU, or the relevant competent authority of the EU/EFTA Member State, and

3. Export or re-export, directly or indirectly, Goods to countries subject to an embargo or resell Goods to entities or individuals restricted from purchasing products, including those listed on the list of sanctioned parties issued by the U.S. Department of Commerce or similar lists issued by the EU or EU Member States.

 

22. DATA PROTECTION

22.1. The Buyer shall comply with all applicable data protection legislation, including but not limited to the General Data Protection Regulation (GDPR). This includes the obligation for the Buyer to maintain reasonable technical and organisational security measures to protect the personal data of its contractors, employees, and other individuals, and to immediately notify Inside Systems in the event of a security breach affecting Inside Systems. Furthermore, the Buyer shall, at no cost, provide reasonable assistance to Inside Systems in rectifying, notifying, and fulfilling any other obligations required under applicable data protection legislation.

22.2. For more information about Inside Systems’ processing of personal data, please refer to the privacy policy.

 

23. CONFIDENTIALITY

23.1. The parties undertake – during the term of the agreement as well as thereafter – to keep confidential any information and material received from the other party that is marked as confidential or that should be regarded as confidential, and not to use such information or material for any purpose other than the purpose of this Agreement.

23.2. The conclusion and content of the Agreement, including prices, duration, and other parameters, are confidential in nature. Disclosure of the Agreement to the public or to any third party may only take place with the mutual written consent of, and agreement on the exact wording of, such disclosure.

 

24. JURISDICTION AND GOVERNING LAW

24.1. These Terms and all agreements, including the Agreement, entered into between Inside Systems and the Buyer, including any delivery of Goods and/or ITAD services to the Buyer, shall be governed by and interpreted in accordance with Danish law, excluding the rules on choice of law. The CISG (United Nations Convention on Contracts for the International Sale of Goods) shall not apply.

24.2. Any dispute between Inside Systems and the Buyer regarding the parties’ Agreement, including the Terms, shall be settled by the District Court in Aalborg.

24.3. Notwithstanding clause 24.2, Inside Systems shall have the right, at its sole discretion, to bring any dispute with the Buyer before the competent courts in the country where the Buyer has its statutory domicile.

25. MISCELLANEOUS

25.1. Neither party shall assign an agreement entered into with Inside Systems to any third party without the prior written consent of the other party.

25.2. Any amendment or addition to the Agreement must be agreed in writing and signed by the duly authorised representatives of the parties in order to be valid.

25.3. The failure of a party to enforce any provision under the Agreement shall not automatically constitute a waiver of the party’s right to enforce such provisions thereafter.

25.4. If any provision of the Agreement is or becomes illegal, invalid, or unenforceable in any respect under the laws of any jurisdiction, the legality, validity, or enforceability of the remaining provisions shall not be affected or impaired thereby. The invalid provision shall be replaced by a valid provision that most closely reflects the original purpose and commercial intent of the invalid provision.