Terms of trade

1) THESE TERMS AND CONDITIONS OF THE PURCHASE AGREEMENT:

1.1 – These terms and conditions (hereinafter “Terms”) apply to any delivery from Packwise Int. ApS (hereinafter “Packwise”) and the terms and conditions determine the detailed terms for delivery of goods and services from Packwise to the Customer. In the event of a discrepancy between the purchase agreement with the Customer and these conditions, the provisions of the concluded purchase agreement take precedence.

2) OFFER AND ACCEPTANCE

2.1 – Offers are valid for 8 days from the date of the offer to count. An agreement is entered into when Packwise has received the customer’s written consent. Orders placed without prior offer from Packwise are considered an agreement entered into.

3) PAYMENT

3.1 – Payment terms are invoice date + 8 days.

3.2 – If the Customer does not meet the payment deadline of an invoice, Packwise may withhold further deliveries until payment has taken place.

3.3 – 3.3 – If the payment deadline is exceeded, 2% of the invoice amount must be paid in interest per commenced month until the amount, including interest, is Packwise in hand. If it becomes necessary to send reminders, these will be subject to reminder fees in accordance with the Interest Act.

4) PROPERTY RESERVATION

4.1 – Packwise reserves the right of ownership of the delivered goods in all respects. The delivered goods thus remain the property of Packwise until the full purchase price plus accrued costs, including any interest and fees, has been paid by the Customer.

5) RIGHTS

5.1 – All material as well as intellectual property rights to the delivered product or solution, which are wholly or partly manufactured by Packwise, or its partner, and are protected under applicable Danish intellectual property law including, but not limited to, the Copyright Act, the Marketing Act, the Design Protection Act, the Trademark Act, etc., belongs to Packwise. This also applies even if the material is manufactured according to instructions from the Customer and adapted to his needs or wishes.

5.2 – If the Customer wants full or partial ownership, exclusive license or other rights to the material, this presupposes a separate written agreement to this effect. The Customer may also, by separate agreement, have the rights to the delivered material partially transferred if the Customer has made a significant contribution to the design, idea for the system or the like. The Customer has the right to use all the delivered material, unless otherwise agreed in the purchase agreement. This means that the Customer may use the product, but never copy, reproduce or resell in any way that is contrary to Danish law, see 5.1. The prohibition against reproducing includes both the Customer’s own production and the production carried out by third parties at the Customer’s request. Furthermore, the right of use does not include the right to change the solutions developed by Packwise. Any request by the Customer to perform actions that are not covered by the Customer’s right of use under this provision may only be made by prior written agreement of Packwise.

5.3 – Packwise reserves in all cases the right to use the developed material as a reference for advertising purposes on, for example, but not limited to, Packwise’s websites and printed marketing materials.

6) DEFECTS, COMPLAINTS AND LIABILITY

6.1 – The Customer accepts the industry’s tolerances in terms of quality and quantity delivered.

6.2 – The Customer is responsible for his use of products supplied by Packwise.

6.3 – Regardless of any advice from Packwise, the Customer is responsible for ensuring that products supplied by Packwise are suitable for the Customer’s use. Packwise encourages the Customer to carry out the necessary tests before any product supplied by Packwise is put into service, as Packwise does not decide on its own initiative on the legality of marketing or marketability measures of any kind, regardless of the extent to which Packwise has contributed to its design. The Customer is thus responsible for the legality of the products’ content and design in both public and private law respects.

6.4 – Packwise has no responsibility for the Customer’s lack of authority for duplication, reproduction, publication of writing, graphic design, trademarks, other business characteristics and other product equipment including design or anything else that may be subject to third party rights. If the Customer provides material for which the Customer does not own / have the rights, but this right is owned by a third party, Packwise is indemnified in all respects including, but not exhaustively, for any legal disputes or other costs in connection therewith. In this connection, Packwise reserves the right to disclose information about the Customer to public authorities or third parties.

6.5 – To ensure the quality of the delivery, the Customer must immediately upon receipt of the delivery and before commissioning examine the delivered for any errors or defects. If the Customer finds faults or defects, this must be reported to Packwise immediately. Packwise is not responsible for visible defects or deficiencies after the Customer’s review and subsequent commissioning of the delivered. Packwise is also not responsible for errors that the Customer has not corrected in writing in proofreading or testing. If the Customer himself provides files, paper or anything else for the delivery, Packwise is not liable for errors or defects that can be attributed to it.

6.6 – The Customer is entitled to complain about any errors or defects in the delivered item for up to 30 days from delivery. In the event of a complaint of defects, the Customer must provide a detailed written description of the defects found.

6.7 – If defects in delivered goods or services can be identified within the complaint period, Packwise undertakes at its own discretion to remedy the defect, to replace the defective product, to credit the price of the product or service or to give a reduction in the price.

6.8 – If Packwise offers replacement of the product or remedying the defect, the Customer may not cancel the purchase or demand compensation as a result of the defect. Packwise is not responsible for delays due to replacement or remediation.

6.9 – Packwise’s liability is in all respects limited to direct losses, which is why Packwise is not liable for operating losses, loss of profit or other indirect losses, including losses as a result of the Customer’s legal relationship with third parties. Packwise is otherwise only liable to the Customer for loss or damage caused as a result of gross negligence or intentional acts. Packwise’s liability is also limited to the minor of the following two amounts:

  1. a) The total payment due and paid for the product.
  2. b) DKK 50,000.

7) ESPECIALLY ABOUT SERVICES

7.1 – Services, including consulting assistance, installation assistance, presentations, training, holding workshops, etc. is invoiced at the hourly rates applicable at Packwise at any time.

7.1.1 – For hours in addition to normal working hours, overtime is paid by agreement corresponding to the normal hourly rate + 25%.

7.1.2 – Consultancy hours are meetings and work of a strategic, advisory or analytical nature, including teaching, workshops, advice, etc., unless otherwise agreed separately.

7.1.3 – Production hours include, among other things, but not exhaustively, design, development, production, etc., where the work does not have the character of consulting hours.

7.3 – Services are paid according to time and material consumption and are invoiced on an ongoing basis every month or at the end of a task.

7.4 – The Customer acquires the same rights to the result of services that the Customer possesses to the original material to which the service is linked. Thus, if the service relates to a solution or developed material to which Packwise is the right holder, the Customer does not acquire a better right to the result of the consultant’s services than the Customer has to the product to which Packwise is the right holder.

7.5 For services where there is no written agreement prior to the provision of the services specifying what Packwise is to provide, Packwise guarantees, notwithstanding the provisions of clauses 6.2 – 6.9, to carry out its deliveries only in accordance with good practice in the advertising industry and guarantees that named consultants have the stated qualifications, but otherwise does not assume any responsibility for errors and omissions – including responsibility for results.

8) EXPENSES

8.1 – Outlays are paid as a starting point before project start based on cost estimate.

8.2 – Additional expenses are settled with the next invoice or at the end of the project.

8.3 – All outlays are added 10% (however a minimum of DKK 20 per expense voucher) to administration and delivery costs.

9) FORCE MAJEURE

9.1 – Neither party is entitled to compensation or to terminate the agreement in the event of non-compliance if this is due to circumstances beyond the control of the party in question and which should not have been taken into account when the agreement was entered into (force majeure). Force majeure includes labor disputes, war, conscription, blockades, roadblocks, political unrest, state intervention of any kind, lack of propulsion or circumstances, pandemics or epidemics, and other matters beyond Packwise’s control and affecting Packwise’s ability to fulfill its delivery obligations.

10) CHOICE OF LAW AND JURISDICTION

10.1 – These conditions and their interpretation are subject to Danish law. Any dispute between the Customer and Packwise shall be settled by the court of the jurisdiction constituting Packwise’s registered office.

11) PRIORITY OF DANISH CONDITIONS

11.1 – In case of doubt as to interpretation regarding these conditions, the Danish version shall take precedence over the English, German and Swedish translations.

Rights:

We occasionally receive inquiries from customers who ask about the fact that we reserve the copyright to the developed design / solution / product.

This is normal industry practice and is unproblematic, as you as a customer have the right to use the developed design / solution / product. However, with the right of use, you have no right to reproduce, resell and / or redistribute the developed solution.

If you have plans for redistribution, further development, etc. talk to us about how we can meet these needs.