General terms and conditions of sale and delivery for Flash Marketing ApS
1.1 Application. General terms and conditions of sale and delivery (the “Terms”) apply to all agreements on Flash Marketing ApS’, CVR number 39254425, (the “Company”) sale and delivery of services within the services offered by the Company to business customers.
2. Contractual basis
2.1 Contractual basis. Together with the Company’s offers and order confirmations, these Terms and Conditions constitute the entire contractual basis for the Company’s sale and delivery of services to the customer (the “Contractual Basis”). The Customer’s purchasing conditions printed on orders or otherwise communicated to the Company do not form part of the Contractual Basis.
2.2 Amendments and supplements. Amendments and supplements to the Contractual Basis are only valid if The Company has approved them in writing.
3. Offers, orders and order confirmations
3.1 Offers. The company’s offer is valid for 10 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period, is not binding for the Company, unless the Company notifies the customer otherwise.
3.2 Orders. The Customer must send orders for services to the Company in writing. An Order must contain the following information for each Ordered Service: (i) Order number,
(ii) Benefit number, (iii) Description of service, (iv) Price, (v) Payment terms; and (vi) Delivery date.
3.3 Order confirmations. The company strives to to send confirmation or rejection of an order for services to the customer in writing no later than 8 working days after receipt of the order. Confirmations and refusals of orders must be in writing to bind the Company.
3.4 Change of orders. The Customer may not change an order placed for Services without the Company’s written consent.
3.5 Inconsistent terms. If the Company’s confirmation of an order for Services does not match the customer’s order or the Contractual Basis and the customer does not want to accept the inconsistencies terms, the customer must notify the Company in writing no later than 3 working days after receipt of the order confirmation. In contrast the customer is bound by the order confirmation
4.1 Standard. The services that the Company sells and delivers to the customer are performed according to the agreement with the customer.
4.2 Customer’s participation. The Customer shall provide the Company with access to personnel and information to the extent necessary to perform the Services.
4.3 Legislation and standards. The company is is not responsible for the compliance of the Services with legislation or standards or for the applicability for specific purposes, unless the parties have agreed otherwise in writing.
5.1 Delivery time. The Company shall deliver services no later than the time stated in the Company’s order confirmation, provided that the Company has received all necessary materials from the customer. The company has the right to deliver before the agreed
delivery time, unless the parties have agreed otherwise.
5.2 Survey. The customer must examine all services upon delivery. If the customer discovers a fault or defect that the customer wishes to invoke, it must immediately
shall be notified in writing to the Company. If an error or defect that the customer has discovered or should have discovered is not immediately notified in writing to the Company, it cannot be asserted later.
6. Delayed delivery
6.1 Notice. If the Company expects a delay in the delivery of services, the Company will inform the customer of this, stating the reason for the delay and a new expected delivery time.
6.2 Termination. If the Company fails to deliver services within 30 days after the agreed delivery time for reasons beyond the customer’s control, the customer may terminate
the order(s) affected by the delay without notice by written notice to the Company. The customer has no other rights in the event of late delivery.
7. price and payment
7.1 Price. The price for the services follows the Company’s current price list at the time the Company confirms the customer’s order, unless the parties have agreed
other in writing. All prices are exclusive of VAT.
7.2 Changes. Price changes will be announced 30 days in advance on www.flash.dk and, if applicable, by written notification to the customer via e-mail. Changes in price as a result of requirements from public authorities, including – but not limited to – VAT and tax changes, or price changes from subcontractors over which the Company has no influence, may
will be implemented without notice.
7.3 Payment. The Customer shall pay all invoices for Services no later than the due date, unless the parties have agreed otherwise in writing.
8. Late payment
8.1 Interest. If the customer fails to pay an invoice on time for reasons for which the Company is not responsible, the Company is entitled to interest on the amount due at 2% per month from the due date until payment is made.
8.2 Fees. Fees are charged in accordance with the Interest Act, currently DKK 100 per payment reminder and DKK 310 compensation fee.
8.3 Termination. If the Customer fails to pay an overdue invoice for Services within 10 days of receiving a written demand for payment from the Company, the
In addition to interest according to clause 8.1, the company is entitled to: (i) cancel the sale of the Services to which the delay relates, (ii) terminate the sale of services that are still
has not been delivered to the Customer, or demand prepayment thereof, and/or (iii) assert other remedies for breach of contract.
9.1 Notice. If the customer discovers a fault or defect after delivery that the customer wishes to invoke, it must immediately notify the Company in writing. If an error or
defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it cannot be invoked later. The customer must give the Company the information about a notified fault or defect defect that the Company requests.
9.2 Survey. Within a reasonable time after the Company has received notification from the customer of a fault or defect and has investigated the claim, the Company will notify the customer whether
the fault or defect is covered by a warranty.
9.3 Remediation. Within a reasonable time after the Company has given notice to the customer
under clause 9.2 that a fault or defect is covered by a warranty, the Company will remedy the fault or defect.
9.4 Termination. If the Company fails to remedy a fault or defect covered by the warrantywarranty within a reasonable time after the Company has given notice to the customer in accordance with clause 9.2, for reasons for which the Customer is not responsible and the fault or defect has not been rectified within a reasonable period of at least 10 days, may the customer to cancel the order(s) that are affected by the defect or deficiency, without notice by written notice to the Company. The customer has no other rights in relation to errors or defects in the services other than those explicitly stated in clause Error! Reference source not found…
10.1 Liability. Each party is responsible for its own acts and omissions under applicable law, subject to the limitations set out in the Contractual Basis.
10.2 Limitation of Liability. Notwithstanding any terms to the contrary in the Contractual Basis, the Company’s liability to the customer shall not exceed in aggregate per calendar year 50% of the net sales of services invoiced by the Company to the customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
10.3 Indirect Losses. Notwithstanding any contrary terms in the Contractual Basis, the Company shall not be liable to the customer for any indirect loss, including loss of production, sales, profits, time or goodwill, unless caused intentionally or by gross negligence.
10.4 Force majeure. Notwithstanding any contrary terms in the Contractual Basis, the Company shall not be liable to the customer for failure to fulfill obligations that can be attributed to force majeure. The exemption from liability continues for as long as the force majeure exists. Force majeure is considered to be circumstances that are beyond the Company’s control and that the Company should not have foreseen at the time of entering into the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.
11. Intellectual property rights
11.1 Ownership. The full ownership of all intellectual property rights arising in connection with the performance of services by the Company, including patents, designs, trademarks and copyrights, belongs to the Company.
11.2 License. The Customer has an unlimited, royalty-free, transferable license to use all intellectual property rights arising in connection with the performance of services by the Company for purposes falling within the Customer’s usual business area or as separately agreed between the parties.
11.3 Infringement. The Company is not liable for infringement of third party intellectual property rights by the services provided, unless the infringement is intentional. To the extent that the Company is faced with a claim of infringement of third party intellectual property rights by the services provided, the customer shall indemnify the Company, unless the infringement is intentional.
12.1 Disclosure and use. The Customer shall not disclose or use or enable others to use the Company’s trade secrets or other information of any kind, that are not publicly available.
12.2 Protection. The Customer shall not improperly obtain or attempt to obtain knowledge of or access to the Company’s confidential information as described in clause 12.1. The customer must handle and store the information securely to prevent it from inadvertently becoming known to others.
12.3 Duration. The parties’ obligations under clauses 12.1-12.1 apply during the parties’ cooperation and without time limit after the termination of the cooperation, regardless of the reason for the termination.
13. Applicable law and jurisdiction
13.1 Applicable Law. The parties’ cooperation is in all respects subject to Danish law.
13.2 Venue. Any dispute that may arise in connection with the parties’ cooperation shall be settled by the Court in Lyngby.
Effective as of January 1, 2021