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GENERAL TERMS OF SALE AND DELIVERY 

 1. OBJECTS

These general terms of sale and delivery apply to AgroSoft’s sale and delivery of software licences, consultancy services and other products to AgroSoft’s clients (the “client”).

These terms of sale and delivery constitute, along with licence, purchase and/or consultancy agreements concluded between AgroSoft and the client (collectively the “agreement”), the complete contractual basis between AgroSoft and the client.

In the event of discrepancy between the conditions of these terms of sale and delivery, on the one hand, and any licence, purchase and/or consultancy agreement, on the other hand, the terms of the licence, purchase and/or consultancy agreement must prevail at all times.

2. OFFER

AgroSoft’s offers are valid two weeks from the date of the offer.

The client is not entitled to change an order upon conclusion of an agreement. If AgroSoft approves a request for order cancellation, the client is under an obligation to pay any and all costs incidental to the order as well as loss of profits.

3. PRODUCT INFORMATION

Details in the product information and price lists are only binding to the extent that the agreement expressly refers to such details.

All prices are exclusive of VAT and any other taxes, dues, handling charges, packaging, carriage, etc.

Any typing errors and indexations are subject to be corrected.

AgroSoft is under no obligation to hand out material or information on how the product is manufactured.

4. SOFTWARE LICENCES ETC.

The client is granted a fixed-term, non-exclusive right to use the software as stated in the licence agreement and on the separate terms and conditions laid down in the licence agreement.

AgroSoft retains all intellectual property rights including copyright in the licensed software as well as other versions, modules, upgrades, documentation, corrections, bug fixes, updates, derivative works or other software modifications.

5. CONSULTANCY SERVICES

Time, place and description of delivery of the consulting service itself are stated in the individual consultancy agreements concluded by and between AgroSoft and the client.

AgroSoft may choose from time to time to replace specific consultants with respect to delivery of the consultancy services to the client.

AgroSoft is in no way liable for timely delivery or for the result of the consultancy services delivered to the client.

Implementation and/or installation of software and hardware is not included in the prices stated for consultancy services, unless it is expressly stated and separately priced in the consultancy agreement.

   a. The client’s participation, etc.

When AgroSoft delivers consultancy services, the client must, if the consultancy services are delivered at the client’s premises, provide necessary office facilities to AgroSoft as well as other facilities and information as deemed necessary by AgroSoft, and the client must generally participate loyally and to the  extent necessary in order to fulfil AgroSoft’s delivery of consultancy services.

If the client, in AgroSoft’s opinion, does not fulfil its obligations, AgroSoft must inform the client thereof. If the client, despite AgroSoft’s notification, does not fulfil its obligations, AgroSoft is entitled to reasonable time extension and compensation of costs (internal as well as external) due to the client’s failure to participate.

AgroSoft may demand from time to time that a client’s employee is replaced immediately if AgroSoft finds that professional and/or personal circumstances speak in favour thereof, or if there are other reasonable reasons for the replacement.

   b. Rights

The parties each retain complete title to as well as their own intellectual property rights in any products created, acquired or otherwise obtained prior to AgroSoft’s delivery of consultancy services to the client.

AgroSoft owns all proprietary rights and intellectual property rights in the consultancy services developed and delivered by AgroSoft or otherwise created in connection with the parties’ fulfilment of the consultancy agreement.

When paying for the consultancy services delivered under the consultancy agreement, the client is granted an indefinite, non-exclusive and non-transferable right to use such consultancy services to the client’s own internal commercial use.

AgroSoft is entitled to use any general knowledge, including information technology, ideas, concepts, know-how and other techniques, etc., obtained in connection with AgroSoft’s delivery of consultancy services to the client.

6. SALE OF PRODUCTS

Prior to delivery and without prior notice to the client, AgroSoft is entitled to make such changes and modifications in the construction, execution, etc., as deemed necessary by AgroSoft in order for the product to be used according to its purpose as described in the agreement.

The limitations of product liability laid down by the manufacturer of such products also apply in the relationship between AgroSoft and the client.

   a. Passing of risks

The risk of accidental loss of and damage to the products will pass to the client when the product/delivery is made available for the client’s collection at the place of delivery stated by AgroSoft.

   b. Delivery and delay

Delivery means the date on which the delivery is made available for the client’s collection at the place of delivery stated by AgroSoft. 

If AgroSoft deems that it is not possible to meet the agreed time of delivery or that a delay is probable, the client will receive notification thereof as well as, to the extent possible, the time when the delivery is expected to take place.

If AgroSoft is not able to deliver according to the agreed delivery time or according to the extended delivery time pursuant to the prior clause, the client may terminate the product purchase agreement at two weeks’ prior written notice.

   c. Product guarantee

AgroSoft does not provide a separate guarantee in respect of products. The only product guarantees are, therefore, any guarantees provided to the client by the manufacturer of the product.

The client cannot raise any claims against AgroSoft pursuant to a guarantee in the purchase agreement or otherwise provided by the manufacturer of a product as AgroSoft resells the product to the client only.

   d. Liability for defects

AgroSoft assumes liability for defects according to the rules of the Danish Sale of Goods Act (købeloven), in the event that the delivered products are defective, subject to the restrictions of the agreement.

The liability for defects does not include events when defects, in whole or in part, are due to the product not being maintained and/or used in full compliance with AgroSoft’s and/or the manufacturer’s directions, wrong or inappropriate use, modifications or technical interventions made without AgroSoft’s written consent, or extraordinary climatic effects.

   e. Client’s remedies for breach of warranty

If the client wishes to complain about any defects, a written complaint must be forwarded without undue delay after the time when the client discovered or should have discovered the defect.

When AgroSoft has received a complaint of a defect which is deemed to be covered by this provision, AgroSoft will, within reasonable time, attempt to remedy the defect.

If the client is able to perform remedial work on-site, AgroSoft’s obligation to remedy under this provision has been fulfilled by forwarding a replacement or the repaired part.

Any expenses for installing or uninstalling a new, adjusted or repaired part are of no concern to AgroSoft.

If defective deliveries or parts are returned to AgroSoft for the purpose of replacement delivery or repair work, the client must bear the costs and the risk incidental thereto.

In the event of material defects, the purchaser may, if a proven defect has not been remedied by AgroSoft within reasonable time, terminate the agreement for cause by written notice to AgroSoft. Upon termination, the client may claim damages for proven, direct losses, subject to the restrictions laid down in the agreement.

7. PAYMENT

AgroSoft’s terms of payment are stated in the invoice, and unless otherwise stated or agreed, the client is under an obligation to pay any invoice no later than 10 days after the invoice was issued by AgroSoft to the client.

If the client does not pay in due time, and if the delay is not due to AgroSoft, AgroSoft is entitled to charge default interest of 1.5% per month or fraction of a month. If payments are delayed, AgroSoft is entitled to retain or suspend any agreed deliveries, products and services at the client’s risk.

The place of performance of the client’s payment obligation is AgroSoft’s registered office.

When ordering products, the client must state its email address as invoices are forwarded by email. If no email address is stated, the client is charged a fee of DKK 50 per invoice forwarded by ordinary mail. The client is under an obligation to keep AgroSoft up to date with correct email addresses.

Payment by cheque, bill of exchange or debt instrument is not deemed as payment until complete redemption and effective payment has taken place.

8. LIMITATION OF LIABILITY

AgroSoft is liable in damages pursuant to the general rules of Danish law subject to the restrictions and disclaimers stated below.

Under no circumstances is AgroSoft to be held liable for indirect or consequential losses, including loss of future earnings, expected support or payouts in general, loss of profits, operating loss, goodwill, or loss of or damage to the client’s data or databases, or loss because of any other kind of business interruption that might occur using software licences, consultancy services and/or other products.

AgroSoft’s liability in damages is – notwithstanding the basis of liability and otherwise the kind of loss – in all circumstances limited to material defects in software, consultancy services and/or other products, as follows:

  1. an amount equivalent to the purchase price actually paid for the defective product,
  2. an amount equivalent to the licence fee actually paid for the relevant defective software for the last 12 months before the defect was ascertained, and/or
  3. an amount equivalent to the fee actually paid for the defective consultancy services.

AgroSoft is liable only for its own actions and omissions, and as such, AgroSoft cannot be held liable for any loss which, in whole or in part, may be attributable to matters pertaining to the client or any third parties.

To the extent that AgroSoft is imposed third party liability, the client is under an obligation to indemnify AgroSoft in the event that such liability exceeds AgroSoft’s liability under the agreement.

The limitations and exclusions of liability of this Clause 8 apply in addition to – and do not limit – any applicable supplementary limitations and exclusions of liability under the licence, purchase and/or consultancy agreements concluded by and between the parties.

9. PRODUCT LIABILITY

AgroSoft is liable for death and personal injury according to the Danish Products Liability Act (produktansvarsloven).

AgroSoft accepts no liability for damage to movable or immovable property.

AgroSoft’s liability in the event of product damage is, to the widest extent according to applicable law, subject to the limitations and exclusions of liability laid down in Clause 8 above.

10. FORCE MAJEURE

No party is liable to the other party in the event of force majeure in the form of accidental or unpredictable events, circumstances or other factors preventing one of the parties from fulfilling its obligations, and which are beyond the relevant party’s reasonable control, and which the party could not have foreseen or prevented, including

riots, customs investigations, embargo, explosions, hacking, computer virus, epidemics, sabotage, terrorism, tsunami, storms, atomic emissions or explosions, traffic accidents, fire, natural disasters, extreme weather conditions, industrial disputes, strikes, lockouts and any other circumstance beyond the parties’ control, such as fire, war, mobilisation or unforeseen military drafting to a similar extent, sabotage activities, requisitioning order, seizure, currency restrictions, revolt and civil unrest, lack of means of transportation, general scarcity of goods, operating equipment restrictions as well as defects in deliveries or delays from suppliers or sub-suppliers caused by any of the above events.

In connection with deliveries of consultancy services, force majeure also exists in case of boycott or blockade, illness among key workers as well as telecommunication, network connection, energy supply or other infrastructure breakdowns.

The party wishing to invoke any of the above circumstances must, without undue delay, notify the other party in writing of the occurrence and ending of the event.

Both parties are entitled to terminate the agreement in  writing vis-à-vis the other party if its performance is not possible within reasonable time due to any of the circumstances stated in this Clause.

11. PERSONAL DATA

If AgroSoft gains access to personal data from the client, of which the client is the data controller, AgroSoft must as data processor fulfil the requirements of the Danish Personal Data Processing Act (persondataloven).

As data processor, AgroSoft is at all times subject to instructions from the client.

According to s. 41(3) of the Personal Data Processing Act, AgroSoft must implement appropriate technical and organisational security measures to protect data from accidental or unlawful destruction, loss or alteration and against unauthorised disclosure, abuse or otherwise processing in violation of the provisions laid down in the Personal Data Processing Act.

12. GOVERNING LAW AND JURISDICTION

This agreement is subject to Danish law, except for Danish conflict of laws rules which might refer the dispute to the laws of another jurisdiction.

Disputes relating to this agreement must at all times be brought before AgroSoft’s home court in Denmark.

July 2014