Scope of application
These terms and conditions of trade apply exclusively to agreements concluded between Compu Partner ApS and business operators, associations or other legal entities in the course of their business or organizational activities. These terms and conditions of trade do not apply to consumer contracts.
1. Offer and order confirmation
1.1 The seller’s offer is valid for 8 days from the date it is dated. After the expiry of this period, the seller’s offer automatically expires. The seller’s offer may also expire if a delivery is sold out or the delivery conditions change, for example from a subcontractor.
1.2 The seller reserves the right to make changes to the delivery until the delivery time, but in such case the seller guarantees at least an equivalent service.
1.3 The buyer may only rely on the terms of these conditions or on any individual agreement between the parties. Information provided orally by the seller, on the internet, in brochures, etc. is therefore irrelevant for the assessment of the delivery.
1.4 An order is only binding when it has been approved by the Seller with an order confirmation via email.
2. Prices and delivery location
2.0 All prices listed on all platforms are excluding VAT
2.1 Prices are stated in the Seller's price list valid at any given time or in the order confirmation sent to the customer.
2.2 Delivery takes place directly from the factory.
2.3 Delivery times are provided subject to any delays by the subcontractor. If the Seller becomes aware that a subcontractor delay will occur or considers this likely, the Buyer will be promptly informed with details about the expected new delivery date.
2.4 In the event of a significant delay on the part of the Seller, the Buyer has the right to cancel the purchase. However, if a continuous delivery has been agreed, the Buyer is solely entitled to cancel in respect of the delayed delivery.
2.5 In no case may the seller be held liable for the Buyer’s indirect losses resulting from a delayed or missing delivery. Furthermore, the seller may only be held liable for direct losses if there is a significant breach of the agreement on the part of the seller, provided that the Buyer can prove that they have suffered a loss as a result of the delay.
2.6 For specially manufactured items and items purchased or produced specifically for the customer, production and purchasing take place based on the agreed delivery or installation date.
If the customer subsequently wishes to postpone delivery or installation, this does not affect Compu Partner ApS’s right to invoice the order on the originally agreed delivery or installation date.
The same applies if delivery or installation cannot be completed on the agreed date due to circumstances on the part of the customer. This includes, inter alia, that the customer has not timely entered into or obtained approval for necessary redemption agreements, obtained permits, ensured access to the installation site, established necessary electricity, data or other connections, performed necessary building or foundation work, including casting of foundations, or arranged for other services or measures by third parties for which the customer is responsible.
In such cases, Compu Partner ApS is entitled to invoice the order on the originally agreed delivery or installation date, provided that Compu Partner ApS is ready to deliver or install at that time and would have been able to complete the delivery or installation had the circumstance in question not existed.
Compu Partner ApS will subsequently store the goods at the customer's expense and risk until delivery or installation can take place. Any extra costs for, among other things, storage, handling, wasted journeys, rescheduling or transport as a result of the delay may be invoiced separately.
2.7 When the customer postpones delivery, the item is considered delivered in contractual terms on the agreed delivery date.
3. Shipping, insurance, etc.
3.1 The prices quoted in the offer are ex works and exclude costs for shipping, delivery, insurance, packaging, installation, VAT and any government taxes, unless otherwise agreed. Changes in exchange rates, taxes, insurance, shipping and purchase costs may result in the Seller adjusting the prices.
4A. Subscriptions, licenses and ongoing services
4A.1 Subscription, server, gateway, and software licenses, service agreements, and other ongoing services are billed for the agreed upon payment period. Unless explicitly agreed otherwise in writing, licenses and subscriptions are billed for 12 months in advance.
4A.2 Each 12-month period constitutes a single, indivisible agreement and payment period. Termination may only take place upon the expiration of the current 12-month period and must be received in writing by the Seller no later than 30 days before the end of the period.
4A.3 If timely termination is not received, the subscription or license will be automatically renewed for another 12-month period, which will be billed in advance. The new period will then be subject to the same payment and termination terms.
4A.4 Termination during an ongoing 12-month period does not result in the right to a full or proportional refund, credit, or reduction of amounts already invoiced or paid. A termination received after the 30-day period has expired will only take effect upon the expiration of the subsequent 12-month period.
4A.5 Server and gateway licenses for payment terminals, including gateway licenses for NETS terminals, are billed for 12 months in advance. The individual 12-month period is non-cancelable and is not refunded or credited in whole or in part, regardless of whether the associated terminal ceases to be operational, is removed, replaced, or resold, or the Buyer’s or a final customer’s need for the service otherwise ceases during the period.
4A.6 If the Buyer’s need for a continuous service ends before the expiry of the current period, including as a result of resale, replacement or shutdown of equipment, the termination of cooperation with the Buyer’s end customer or the end customer’s termination, or cancellation, does not change the Buyer’s payment obligation towards the Seller and does not entail the right to a refund or credit.
4A.7 Where the Reseller purchases, resells or invoices subscriptions, server, gateway or software licenses or other ongoing services to third parties or end customers, the contractual relationship regarding these services between the Seller and the Buyer shall remain in effect. The Buyer’s agreement with its end customer is not the responsibility of the Seller. Therefore, the termination of the end customer’s agreement, non-payment, termination or other circumstances do not affect the Buyer’s payment obligations towards the Seller.
4A.8 It is the Buyer’s own responsibility to ensure that the terms and conditions for the Buyer’s end customers, including payment periods, binding periods, notice periods and any refund rules, are arranged in such a way that they correspond to the Buyer’s obligations to the Seller. The Seller bears no risk for terms that the Buyer has agreed upon with its end customer.
4. Payment
4.1 The seller's payment terms are 8 days from the invoice date unless otherwise agreed in writing.
4.2 If the Buyer fails to pay within the last due date, and the delay is not due to the Seller’s fault, the Seller is entitled to calculate interest from the due date in accordance with the National Bank’s interest rate in effect at all times and to collect payment for all invoiced and delivered goods, regardless of previously agreed credit terms.
4.3 At the 3rd reminder and thereafter, the seller is entitled to interrupt the services, licenses and subscriptions that may be associated with the non-payment. This occurs without further notice and the seller cannot be held liable for any operational loss, consequential damage or other indirect losses, including loss of data, as a result of this.
5. Property reservation and security deposit
5.1 The seller retains ownership of the sold goods, regardless of whether delivery has taken place, until the entire purchase price and any interest/fees have been paid.
5.2 The buyer does not acquire any intellectual property rights to Compu Partners products. This applies to both hardware and software. It is not allowed to make changes, modifications, or the like to the products.
5.3 The seller is at all times, in connection with or after the conclusion of the agreement, entitled to require a satisfactory security deposit for the seller's total costs in connection with the agreement.
6. Cancellation and modification of orders
6.1 After the Seller has sent an order confirmation to the Buyer, the Buyer is not entitled to change or cancel the order.
6.2 If the Buyer chooses to cancel the order anyway, the Buyer is obliged to compensate the Seller for the lost profit.
7. Duty to investigate and complaint
7.1 The buyer must immediately upon delivery or receipt of the goods, and always before the goods are put into use, inspect the delivered goods to ensure that they are free from defects.
7.2 If the Buyer, in connection with their inspection of the goods, ascertains that there are defects in the goods, the Buyer must immediately notify the Seller of the defects. For other defects, including hidden defects that only become apparent at a later date, the Buyer must make a claim immediately after the Buyer should have discovered the defect and no later than 1 year after delivery has taken place.
7.3 If the Buyer fails to notify the Seller immediately after becoming aware of a defect, the Buyer may not subsequently make these defects claimable against the Seller.
8. Defects
8.1 The seller undertakes, for a period of 24 months after delivery has taken place, without undue delay, to make a replacement or repair of its own choice when defects in the delivery are found.
8.2 However, the seller is not obligated to remedy defects in cases where the defect results from the delivery not having been assembled and/or used in full compliance with the seller's specifications, incorrect or improper use, modifications or technical interventions made without the seller's written consent or extraordinary climatic influences.
8.3 Wear parts are not covered by the right of rectification. Likewise, costs related to installation and removal are not covered by the right of rectification.
8.4 If the Buyer wishes to make a claim regarding any defects, the written claim must be submitted immediately after the defect has been identified.
8.5 After the Seller has received a claim regarding a defect that is considered to be covered by this provision, the Seller will remedy the defect.
8.6 If the Buyer can carry out the repair themselves at the company’s address, the Seller’s obligation to provide a repair is fulfilled by sending a new or repaired part.
8.7 Defective parts that have been replaced in accordance with the above must be made available to the Seller unless otherwise agreed between the parties.
8.8 The seller provides warranty for parts of the delivery that have been replaced or repaired, on the same terms and conditions as for the original delivery. However, the seller’s warranty obligation does not apply to any part of the delivery beyond 36 months after delivery to the Buyer.
9. Limitations of liability
9.1 The seller's liability for defects cannot exceed the Buyer's total payment for the item.
9.2 The Seller is not liable for indirect losses, consequential damages, operating losses, loss of data and the costs of their restoration and loss of profit, whether this is due to simple or gross negligence. To the extent the Seller may be held liable to third parties, the Buyer is obliged to indemnify the Seller to the extent such liability extends beyond the limits set out above.
10. Product liability
10.1 The seller is responsible under the product safety law.
The Seller shall have product liability for personal injury and loss of dependants caused by the delivery in accordance with the mandatory legislation in force at any time. In addition, the Seller assumes no product liability
11. Transfer
11.1 The seller may at any time transfer all rights and obligations under concluded agreements to a third party, in whole or in part.
12. Liability exemption – force majeure
12.1 The following circumstances exempt from liability when they occur after the conclusion of the agreement and prevent its fulfillment:
12.2 Industrial disputes, strikes, lockouts and any other circumstances over which the parties have not had control, such as fire, epidemic, war, unforeseen military conscriptions of equivalent scope, sabotage, seizure, currency restrictions, rebellion and unrest, lack of transport means, general commodity shortages, restrictions on power sources, and shortages in the supply of materials from subcontractors, or delay in such supplies due to any of the circumstances mentioned in this paragraph.
12.3 The party wishing to invoke any of the circumstances mentioned must inform the other party as soon as possible about the event that has occurred and when it is expected to cease.
12.4 Both parties are entitled, by written notice to the other, to terminate the agreement when its performance within a reasonable time becomes impossible due to any of the circumstances mentioned above.
13. Resolution of disputes
13.1 These terms and conditions are subject to Danish law and the Danish legal system.
13.2 Any dispute or disagreement that may arise in connection with this contract shall be tried to resolve through negotiation. If, in this way, the parties are unable to find a mutually agreeable solution to the dispute, any of the parties is entitled to bring the matter before the court in the place where the Seller has its place of business.