STANDARD TERMS AND CONDITIONS OF SALE

Updated September 25th 2020

Copyright:

  1. Definitions:
    1. “Seller” means NIL Technology ApS and affiliates
    2. “Buyer” means the person or entity offered Products or Services under this quotation.
    3. “Products” means the products or items that Seller is offering to provide Buyer as set forth on this quotation. References to “Products” in these Standard Terms and Conditions of Sale shall also include “Services”.
    4. “Services” means the services that Seller is offering to provide to Buyer as set forth on this quotation.
  1.  Seller warrants that the Products delivered hereunder meet Seller’s specifications for the Products. SELLER MAKES NO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY OTHER EXPRESS OR IMPLIED WARRANTY. Buyer assumes all risk and liability resulting from use of the Products delivered hereunder, whether used singly or in combination with other Products.
  1.  No claim of any kind, whether or not based on negligence, shall be greater in amount than the purchase price of the Products in respect of which damages are claimed; and failure to give notice of claim within sixty (30) days in writing from date of delivery, shall constitute a waiver by Buyer of all claims in respect of such Products. No charge or expense incident to any claims will be allowed unless approved by an authorized employee of Seller. Products shall not be returned to Seller without Seller’s prior permission, and then only in the manner prescribed by Seller. The remedy hereby provided shall be the exclusive and sole remedy of Buyer. In no event shall either party be liable for special, indirect or consequential damages, whether or not caused by or resulting from the negligence of such party.
  1.  No liability shall result from delay in performance or non-performance, directly or indirectly caused by circumstances beyond the control of the party affected, including, but not limited to, fire, explosion, flood, war, act of god or authorized by any Government, accident, labor trouble or shortage, inability to obtain material, equipment or transportation. Quantities so affected may be eliminated from the agreement without liability, but the agreement shall remain otherwise unaffected. Seller shall have no obligation to purchase supplies of the Products specified herein to enable it to perform this Agreement.
  1.  Buyer may not terminate purchase order, any Release hereunder or any part hereof at any time for its sole convenience. All orders are non-cancelable, non-returnable and non-refundable after acceptance of Purchase Order by NIL Technology ApS and affiliates. Pre-payments are non-refundable.
  1.  Buyer agrees that all works of authorship, inventions, improvement, developments, and discoveries conceived, made, or discovered by Seller, solely or in collaboration with others, in the course of its performance of Services or the development of deliverables for Buyer hereunder as well as all patents, copyrights, trade secrets, trademarks, and other intellectual property rights therein and thereto (collectively, “Developments”), are the sole property of Seller.
  1.  Seller takes no responsibility for incorporation of any third-party intellectual property into any product as a result of Buyer’s design specifications.
  1. Customers are prohibited from any and all reverse engineering of products delivered by Seller.
  1.  Seller takes no responsibility for the Buyer’s use of product.
  1. The Buyer shall reimburse the Seller for all taxes, (excluding income taxes) excises or other charges which the Seller may be required to pay to any Government (National, State or Local) upon the sale, production or transportation of the Products sold hereunder.
  1.  This agreement is not assignable or transferable by Buyer, in whole or in part, except with the prior written consent of the Seller.
  1. Seller comply with any and all sanctions given by Denmark, European Union and the United States of America and will not sell to, allow for reselling or allow for distribution of its products and services to any country or company under such sanctions.
  1.  In addition to the Standard Conditions of Sale set forth herein, any Additional Conditions of Sale set forth on Seller’s quotation, invoice or current price list for the Products sold hereunder shall apply and are incorporated by reference herein.
  1.  This document, along with documents specifically referred to herein, contains all the terms and conditions with respect to the sale and purchase of the Products sold hereunder. These terms and conditions supersede any of previous date and no modification thereof shall be binding on either party unless in writing and signed by both parties. No modification shall be affected by the acknowledgment or acceptance of purchase order forms stipulating different conditions. Unless Buyer shall notify Seller in writing to the contrary as soon as practicable after receipt of this document by Buyer, the Buyer’s acceptance of the Products or payment therefore shall be equivalent to Buyer’s assent to the terms and conditions hereof. Waiver by either party of any default by the other hereunder shall not be deemed a waiver by such party of any default by the other which may thereafter occur.
  1.  No legal action for any breach shall be brought later than one year from the time the cause of action arises.
  1.  Unless otherwise specified by Seller, delivery terms are Ex Works (EXW) NIL Technology ApS, Kongens Lyngby, Denmark according to Incoterms 2000.
  1.  Any attempted modification of these terms by, and any additional or different terms included in, Buyer’s purchase order, or acknowledgment, or request for quotation or other document of Buyer are hereby objected to. Notwithstanding that the Buyer may use shipping documents, order confirmations, or other documents which contain preprinted terms and conditions of sale and purchase, any such terms or conditions which modify or contradict the terms contained herein shall be disregarded unless the party against whom enforcement is sought has (i) signed such document and (ii) such document expressly and conspicuously states that the parties intend to modify and supersede the terms contained herein. These terms and conditions supersede any of previous date.
  1.  THESE STANDARD TERMS AND CONDITIONS OF SALE ARE TO BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF DENMARK EXCLUDING ANY CHOICE OF LAW PROVISIONS APPOINTING ANY OTHER LAW THAN DANISH LAW.
  1.  Design file disclaimer:
    The design file is not accepted until NIL Technology has converted the file successfully to .gds format, if not supplied in .gds format. The design file must contain all objects in the design in the correct dimensions and layout – a design file only containing a sketch of the design is not valid unless specifically agreed. All objects in the design file must be polygons with maximally 199 vertices – no circular objects or line objects are allowed. NIL Technology accepts design files in the following formats. gds, .tdb, .cif or .dxf. If any of the above mentioned precautions are not followed it is the customer’s responsibility to correct these violations. NIL Technology is not responsible for any delays as a result of violated design rules. When all design rule violations are solved a new delivery date is given by NIL Technology. NIL Technology will inform the customer four working days after receiving the design file if the design rules are not followed. NIL Technology can, against agreed payment, assist the customer in solving the design file violations.
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