Terms and conditions

1. General information

Any agreement on sale, delivery of products or services (hereinafter referred to as the "Object of Sale") from orderstep ApS, CVR no. 39107457 (hereinafter referred to as the "Seller") to a buyer of the Seller's products or services (hereinafter referred to as the "Buyer") takes place on the basis of these terms and conditions of sale and delivery (hereinafter referred to as the "Terms of Sale and Delivery").

2. Contractual basis

Together with the Seller's offer, order confirmation(s) and data processing agreement(s), these terms and conditions constitute the total contractual basis for the Seller's sale and delivery of products and services to the Buyer (hereinafter referred to as the "Contractual Basis").

The Terms of Sale and Delivery shall also apply if sale and delivery are made solely on the basis of an order from the Buyer.

Any deviation from the Contractual Basis must be agreed in writing between the parties.

3. Offers

The Seller's offer to the Buyer is only binding on the Seller for 14 days.

Offers from the Seller must be accepted in writing by the Buyer.

4 Prices

If delivery is not made in accordance with an offer from the Seller, but only in accordance with an order from the Buyer, delivery shall be made in accordance with the Seller's price lists applicable at any time.

All prices are exclusive of VAT, customs and other taxes and duties. All prices are also exclusive of any freight and packaging.

5. Payment

Payment must be made no later than 14 days after delivery, unless otherwise expressly agreed between the parties.

Payment must be made via the payment method indicated on the invoice at any given time.

6. Retention of title

Ownership remains with the Seller as a service is provided on a system via Software as a Service (SaaS).

The Buyer is granted access to the system and can use the system's functionality in accordance with the Contractual Basis.

7. Non-payment or late payment

If the purchase price is not paid on time, interest on arrears of 3 % will be calculated on the outstanding debt at any time from the due date.

Payment of default interest shall not preclude the Seller from claiming compensation for any further loss caused by the Buyer's breach of the payment obligation.

In the event of non-payment more than 14 days after the due date under point 1, the Seller shall be entitled to cancel the transaction, demand prepayment for products or services not yet delivered or invoke general remedies for breach of contract.

The Buyer is obliged to make any payment to the Seller as if the delivery had been made at the agreed time if the delivery has been postponed due to the Buyer's circumstances.

8. Delivery

Delivery takes place via online media (such as email, websites, etc.), and the Sales Object is considered delivered when the Buyer has been notified that access to the Sales Object is ready.

9. Delay with the Object of Sale

Exceeding the delivery time by 7 days due to the Seller's circumstances will, for all purposes, be considered timely delivery, and the Buyer cannot exercise any remedies against the Seller for that reason.

If a delay in delivery is due to the Seller being prevented from delivering the object of sale as a result of a labour dispute affecting the Seller's production, fire, war, shortage of goods, subcontractor delays, power failure or similar in the Seller's production and all cases of force majeure, the delivery will be postponed for the duration of the obstacle. This applies regardless of whether the cause of the delay occurs before or after the expiry of the agreed delivery time. The Seller shall inform the Buyer as soon as possible if such circumstances arise.

However, both parties are entitled to cancel the agreement if the delay exceeds 6 months.

10. Defects in the Object of Sale

The Buyer shall immediately upon delivery carry out an inspection of the Sales Object from the Seller.

If the Buyer wishes to invoke a defect, the Buyer shall, immediately after the defect is or should have been discovered, notify the Seller in writing and state the nature of the defect.

If the Buyer does not complain as stated, the Buyer cannot later claim the defect.

At the Seller's option, defects in the Sales Object will be remedied or replaced at the Seller's expense within a reasonable time. If this does not happen, the Buyer is entitled to cancel the agreement, demand a reduction in the purchase price or claim compensation.

If the Buyer has not claimed the defect to the Seller within 6 months after the delivery date, the Buyer cannot later claim the defect.

11. Delay with the purchase price

If the Buyer does not pay for a delivery by the due date, the Seller is entitled to cancel the transaction and claim compensation according to the general rules of Danish law. The Seller is also entitled to cancel any other sales agreements with the Buyer where the object of sale has not yet been delivered.

12. Seller's liability

The Seller's potential liability for damages to the Buyer is in all cases limited to DKK 30,000.

The Seller does not assume any responsibility or liability for damages in connection with consequences due to delayed delivery.

The Seller is not liable for the Buyer's indirect losses, including operating losses and loss of profit.

13. Transfer of rights and obligations

The Seller is entitled to assign all of its rights and obligations under the Terms and Conditions of Sale and Delivery in whole or in part to a third party.

14. Choice of law and jurisdiction

The parties' agreement is subject to Danish law, and any disputes between the parties shall be brought before the district court where the Seller is domiciled or the Maritime and Commercial Court at the Seller's own choice.