2. These General Terms and Conditions (“GTC”) govern any and all quotations, proposals and sales made by Specifii IVS (“Specifii”) and orders placed by a Customer (the “Customer”) concerning the products and/or services supplied by Specifii. The Customer and Specifii are individually referred to as a “Party” and collectively as the “Parties”.
3. ORDERS AND DELIVERY
3.1. The provisions of the GTC shall apply to any and all orders and amendments thereto placed by the Customer to Specifii in relation to the products and services and for which there is no reference to a specific agreement entered into by the Parties. The Customer’s standard terms and conditions are expressly excluded under this GTC, not withstanding any provision to the contrary in such Customer’s standard terms and conditions of purchase.
3.2. An order shall become binding upon the Parties, at the date and time of issuance by Specifii of, and on the conditions contained in, an acknowledgment of such an order in written form.
3.3. Delivery of products, which are not delivered in connection to a service, shall be made Ex Works (Incoterms 2010), any Specifii facility.
3.4. Title to products shall remain with Specifii until full payment of the entire invoiced amount has been received by Specifii.
4.1. Sales prices are exclusive of any shipping costs, taxes or duties that may be levied in connection with the performance of any order.
4.2. Specifii reserves the right to adjust its sales prices at any time for reason’s outside Specifii’s control, including but not limited to changes in manufacturing costs, taxes, duties, transport charges, wages and currency fluctuations, as well as in case of error or omission by Specifii.
5.1. The Customer or Specifii may cancel an order for services at any time and for any reason provided that such cancellation is communicated prior to two weeks from the date when Specifii was to perform the services.
5.2. The Customer or Specifii may cancel an order for products at any time and for any reason provided that such cancellation is communicated prior to Specifii’s notification the Customer that the product is ready for shipment. If the Customer or Specifii cancel the order prior to such notification, the Customer will obtain a refund of the purchase price without interest.
5.3. Specifii shall not incur any liability or be obligated to pay any compensation to the Customer in the event a quotation or order is cancelled.
6.1. Any returns are to be agreed with Specifii.
7. LIMITATION OF LIABILITY
7.1. Under no circumstances will Specifii be held liable for any incidental, special or consequential damages arising out of or related to these Terms. In the event that Specifii is held liable for any damages arising out of or related to these Terms, the Customer’s sole and exclusive remedy will be the full refund of the purchase price without interest.
8. INTELLECTUAL PROPERTY
8.1. Specifii owns all intellectual property rights in the products and services. The Customer shall acquire no interest or rights in Specifii’s intellectual property other than merely the right to use the products by virtue of these Terms.
9. FORCE MAJEURE
9.1. Specifii shall not be liable to each other for a failure to perform, or for a delay in the performance of their respective obligations under these Terms, when such failure or delay arises from any cause beyond its control, including without limitation: Acts of God, acts of the public enemy, acts of any governmental entity, criminal acts, unavoidable accidents, strikes, lockouts, or labor insurrections, shortages from normal sources of supplies or equipment, hostilities, riots, terrorism or any other uncontrollable delays.
10.1. The Customer shall not assign an order or any interest therein or any rights thereunder (including the right to receive delivery) without the prior written consent of Specifii. Specifii shall be entitled to assign or transfer all or part of any order to any Affiliate, without further formalities and without remaining liability as from the assignment or transfer date.
11. GENERAL DATA PROTECTION REGULATION (GDPR)
11.1. “General Data Protection Regulation” or “GDPR” means the European Union regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC, as amended from time to time.
11.2. “Personal Data” means any information relating to an identified or identifiable natural person. An identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person (as defined in GDPR).
12. CHANGES TO THE TERMS
12.1. Specifii may amend the Terms at any time without notice. The Terms are available on Specifii’s website, www.specifii.com. The Terms which were in force at the time when an order was accepted shall continue to govern such specific order.
13.1. If any provision of these Terms shall to any extend be deemed invalid or unenforceable by any court or authority having jurisdiction, it shall be severed, and the remaining provisions will remain enforceable.
14. GOVERNING LAW AND DISPUTE RESOLUTION
1. Specifii and the Customer shall use reasonable commercial efforts to settle all matters in dispute amicably.
2. These Terms shall be governed and construed in accordance with the laws of Denmark. The United Nations Convention on the International Sale of Goods (CISG) is expressly disclaimed.
3. All disputes and differences of any kind related to these Terms or a sale concluded under it, which cannot be solved amicably shall be referred to the Copenhagen City Court as the competent court.