Terms of service
Valid from 01.03.2021
GENERAL TERMS AND CONDITIONS
1. Terms of agreement These General Terms and Conditions (hereinafter referred to as the “Conditions”) applies exclusively for all agreements, orders and deliveries made by TeleSense Europe ApS, Agro Food Park 15, 8200 Aarhus N, VAT No. DK38647377 and any of its subsidiaries (hereinafter referred to as ”TeleSense”). Order confirmations from TeleSense, these Conditions and the Danish Act on Purchase apply in the listed order of priority. Agreements are only binding upon TeleSense when made in writing.
2. Offer and order confirmation TeleSense is not bound by any terms of purchase stated in the order by the customer or communicated to TeleSense by the customer in other way. No binding agreement has been made by until TeleSense has sent a written order confirmation to the customer. The customer is obligated to check the order confirmation and inform TeleSense in writing of any disagreements within the time limit specified in the order confirmation, or if no time limit has specified in the order confirmation, no later than the day following the day when the order confirmation was received. If no written complaint has been sent by the customer within the relevant time limit, the order confirmation forms the basis of agreement for the delivery in combination with these terms.
3. Rights etc. All drawings, descriptions, technical documentation, and tools provided to the customer before or after the conclusion of an agreement remains the property of TeleSense. Such materials may not be used by the customer or disclosed to third parties without prior written consent from TeleSense. All intellectual property rights to products developed by TeleSense, including, but not limited to, patents and trademarks, are the property of TeleSense and may not be used without prior written permission from TeleSense. All data regarding temperature- and humidity measurements belongs to the customer. All other data belongs to TeleSense. All information mentioned in marketing materials, product information and price lists are non-binding for TeleSense.
4. Delivery terms and delivery time TeleSense shall make delivery to the customer at the agreed delivery date, as specified in the order confirmation. TeleSense can at its own choosing make partial deliveries, which will be invoiced per partial delivery. All deliveries from TeleSense to the customer shall be Incoterms 2020 EXW (Ex Works) at TeleSense's domicile in Aarhus N, unless otherwise agreed in writing prior to delivery, whereby delivery shall be deemed made at the date when TeleSense has notified the customer that the order is ready for delivery and have been placed at the disposal of the customer. The risk for products shall pass to the customer at the time of delivery, even if TeleSense agrees to perform additional services, such as arranging of transportation of the products. If the customer refuses or is unable to receive the delivery at the agreed time, the customer shall cover the expenses and/or losses of TeleSense in connection therewith, including expenses for storage, until the customer has accepted delivery on the agreed terms. If the customer fails to take delivery, he shall nevertheless pay any part of the purchase price, which becomes due on delivery, as if delivery had taken place.
5. Delay If a fixed delivery time has been agreed in writing, and TeleSense exceeds the agreed delivery time with more than ten (10) working days, and upon the condition that the delay in delivery is a significant material disadvantage for the customer, the customer is entitled to request TeleSense to deliver the goods within a new reasonable delivery time, which may not be shorter than ten (10) working days. If TeleSense fails to take reasonable measures to ensure delivery within the agreed time limit, the customer is entitled to terminate the agreement regarding the delayed delivery. TeleSense's liability for delay is at any time limited to the value of the invoice for the delayed delivery or partial delivery.
6. Prices and terms of payment All prices are Incoterms 2020 EXW prices listed excluding VAT, freight, customs, taxes, duties, and other charges. The purchase price is due - unless otherwise agreed in writing - for payment thirty (30) days net from the invoice day. If the customer fails to pay an invoice when due, TeleSense is entitled to interest from the day on which payment was due. Interest will be calculated at the rate of 1% per month, from the date such payment was due until the date paid. Customer’s failure to comply with these terms of payment is considered a material breach, which entitles TeleSense to stop further deliveries as well as require immediate payment of all outstanding invoices, currently due or due later.
8. Liability and limitations TeleSense warrants that all products it supplies to the customer are free from defects in material and workmanship under normal use for a period of one (1) year from delivery to the customer. Provided that the customer notifies TeleSense in writing of any claimed defect in a product immediately upon discovery any such product that is returned at the customer’s risk to TeleSense, within one year from date of delivery and upon examination TeleSense determines to its satisfaction, after a reasonable period to inspect such product, that such product is defective in material or workmanship, TeleSense shall, at its option, repair or replace the product. Upon delivery, the customer shall immediately, and no later than two (2) days from receipt of the delivery, examine the product for any defect. Claims concerning visible defects must be made upon receipt of the delivery, and no later than two (2) days after delivery. Claims concerning hidden defects must be delivered in writing at the time of discovery, and no later than two (2) days after these defects have been or should have been discovered. If the customer has claimed a defect, but no defect attributed to TeleSense can be found, the customer shall cover all expenses born by TeleSense in relation to the claim. TeleSense shall not be liable for the breach of the warranty in respect of products supplied if: (i) the customer makes further use of such Products after giving the notice required; (ii) the defect or failure arises from the customer’s own fault; (iii) the defect arises other than out of manufacture including without limitation, circumstances of accident, misuse, unforeseeable use, neglect, alteration, improper installation, improper adjustment, improper repair, or improper testing; (iv) the defect arises out of the use of the Products in conjunction with products or materials not reasonably contemplated by TeleSense; and (v) the failure or defect results from the customer’s unauthorised addition to or modification of, or failure to comply with TeleSense’s written instructions relating to, the products. TeleSense shall be under no liability to the customer for any loss of profit, loss of income, loss of use, loss of business, loss of revenue, loss of goodwill, or for any indirect or consequential loss or damage of any kind, in each case howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in tort (including negligence), contract or otherwise. TeleSense shall be under no liability to the customer for any damage to the perishable goods (the biomass), which TeleSense’s products and software services are used to monitor, howsoever arising, whether such loss or damage was foreseeable or in the contemplation of the parties and whether arising in tort (including negligence), contract or otherwise. In no event shall TeleSense be liable for any damages, including material damage or other special, incidental, consequential, or indirect damages, for an amount larger than the total value printed on the order confirmation sent by TeleSense to the User. The customer shall be responsible for determining that the product is suitable for the customer’s use and TeleSense specifically does not make any warrants as to the products being fit for any purpose, whether held out by TeleSense or made known to TeleSense by the customer, expressly or by implication. TeleSense is not liable for any defects, delays or other damages caused by circumstances which TeleSense could not have foreseen upon the conclusion of the agreement, including war, terror, vandalism, firearms, blockades, mobilization, import and export restrictions, political riots, strikes, lockout, lack of workforce or goods deliveries, unusual natural events or similar.
9. Product liability TeleSense assumes product liability in accordance with the law in force at the time of agreement but does not assume further liability than prescribed by the law. Any non-statutory product liability developed in Danish case law is thus explicitly disclaimed. If the customer uses the products of TeleSense in such way that a third party considers the customer to be the producer, TeleSense does not have any responsibility for damages caused by the customer's product.
10. Retention of property The delivered goods remain TeleSense's property until payment has been made in full, including full payment of any interest and costs. The customer is obliged to take all necessary precautions to protect TeleSense's property until the property has been surrendered to the customer and the liability passed.
11. Law and jurisdiction This agreement is governed by the laws of Denmark except for CISG and any choice of law rules. Any dispute shall be settled by the court of Aarhus as first instance.