General Terms and Conditions of Sale

General Terms and Conditions of Sale - available for download HERE

1 Scope of Applicability
1.1 These General Terms and Conditions of Sale (“GTCS”) shall apply to all sales of products and services by Icotera A/S (“Icotera”) to customers and partners (“Customer”). The GTCS shall apply in relation to all services by Icotera (including offerings, sales, deliveries and deviations), unless otherwise explicitly agreed in writing between Icotera and the Customer.
1.2 Icotera reserves the right, at its sole discretion, to change these GTCS, in whole or in part, at any time. Notification of changes in these GTCS Icotera will be posted on Icotera’s website www.icotera.com. Changes in these GTCS will be effective thirty calendar days after notice of such changes has been posted.

2 Offers, Purchase Orders and Order Confirmations
2.1 All offers made by Icotera are open for acceptance within fifteen calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the products offered.
2.2 All purchase orders must be placed by the Customer in accordance with the instructions issued by Icotera from time to time and must, as a minimum, specify product and product variant, quantity of products requested, applicable unit prices, delivery place and requested delivery dates.
2.3 No purchase order shall be binding on Icotera unless and until confirmed by Icotera in writing or actual delivery has taken place.
2.4 Confirmed orders may only be amended or modified subject to the written consent of Icotera.
2.5 Icotera is not responsible for misprints or errors of any kind in brochures, price lists, on the website or in other sales material.

3 Prices and Terms of Payment
3.1 Payment must be made within 14 calendar days from invoicing, unless otherwise stated on the order confirmation and invoice.
3.2 All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
3.3 Payment terms are subject to credit approval by an external credit agency appointed by Icotera. In the event credit approval is rejected by the credit agency pre-payment will be required.
3.4 Customer is accepting to submit company financial information from time to time as may be reasonably requested by Icotera for the establishment or continuation of payment terms. Icotera may at its sole discretion at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.5 If Customer fails to pay any invoice due within seven calendar days of the due date, Icotera may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice to Customer. Such termination shall not relieve the Customer from the obligation to purchase Products already ordered. Further, Icotera may charge Customer interest from the due date to the date of payment at the rate of CIBOR + 2 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which Icotera is or may be entitled at law or in equity.
3.6 Title to products delivered shall remain vested in Icotera and shall not pass to Customer until the products have been paid for in full.
3.7 Customer must insure all products delivered to their full replacement value until title to the products has passed to Customer.
3.8 Icotera reserves the right to make reasonable corrections or changes to the prices provided in quotations or a price list, in the event of material changes in costs for Icotera, in particular due to supply shortage, increase of costs of material, production, labour, tax, or other costs increase and disruption in Icotera’s supply chain for which Icotera is not responsible. In the event of a price increase to orders placed and confirmed, however not yet delivered, Icotera will provide the Customer with a prior written notice no later than two weeks prior to the price increase coming into effect. If the price increase exceeds 5 %, the Customer shall have the opportunity to cancel an order not yet delivered within the 14 days from the notification of the price increase. If the delivery has been made in installments, the price increase shall only apply to the part of the delivery not already delivered and invoiced. Icotera reserves the right to change the price if a variation to the Customer’s purchase order is requested by the Customer.

4 Terms of Delivery and Late Delivery
4.1 Unless expressly stated otherwise in the order confirmation from Icotera, all deliveries of products shall be FCA Shanghai in accordance with Incoterms 2020. The risk of loss of or damage to products shall pass to Customer in accordance with the agreed delivery terms.
4.2 The delivery dates of products shall be those set forth in the order confirmation. Icotera reserves the right to make delivery in installments. Deliveries made in installments may be charged by Icotera pro rata.

5 Acceptance of products
5.1 Customer must inspect products delivered upon receipt. Customer is deemed to have accepted the products delivered unless written notice of rejection specifying the reasons for rejection is received by Icotera within five working days after delivery of the products.

6 Warranty
6.1 Icotera warrants that upon delivery and for a period of 12 months from the date of delivery products purchased hereunder will conform in all material respects to the applicable manufacturer’s specifications for such products as of the date of delivery and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from the Customer’s misuse, including use in conflict with relevant instructions, negligent handling, lack of reasonable maintenance and care, accident or abuse, or any other damage cased as a result of negligence by the Customer.
6.2 With respect to products which do not conform to the warranty specifications as set out in clause 6.1, Icotera’s liability is limited, to – at Icotera’s sole option – (i) repair of such products, (ii) replacement of such products with a product equivalent to, or, by the sole reasonable discretion of Icotera, deemed better than such products; provided, however, that such products, if and to the extent requested by Icotera, must be returned to Icotera, along with acceptable evidence of purchase, or (iii) refund of such products with an amount maximized to the purchase price paid by the Customer.
6.3 Any claims related to the warranty must be raised by the customer without undue delay and no later than fourteen calendar days after Customer having discovered or ought to have discovered the lack of conformity.
6.4 Icotera makes no other warranty, express or implied, with respect to products delivered hereunder, and the warranty constitutes Icotera’s sole obligation in respect of any lack of conformity of products delivered hereunder (except title). In particular, Icotera makes no warranty with respect to the merchantability of products delivered or their suitability or fitness for any particular purpose.

7 Intellectual property rights
7.1 Both Parties are entitled to use the name and Marks of the other Party for the purpose of marketing their respective products and services, including on their respective websites. Any such use shall be fair, respect the Corporate Visual Identity of the owner of the name and Marks and be based on official and original Marks as provided by the owner, and may not in any way discredit the owner of the name or Marks.
7.2 All Intellectual Property Rights vested in the products and services, including any specifications, instructions, documents, records, plans, data, drawings, databases, patents, patterns, models, designs or other material, shall remain the property of Icotera.
7.3 The Customer may not disassemble the products, nor may the Customer decompile, disassemble, reverse engineer or otherwise reduce to human perceivable form any embedded software or attempt to do so – with or without the assistance of others.
7.4 Icotera agrees to defend the Customer against, or settle, any demands, claims, causes of action, suits and proceedings (“Claims”) against the Customer brought by a third party alleging that Icotera’s products or Services, to the extent used in accordance with accompanying documentation, infringes or misappropriates such third party’s intellectual property rights in the territory and during the term where Icotera’s products or Services are sold or utilized by the Customer in accordance with these GTCS, and Icotera agrees to indemnify and hold harmless the Customer from any damages, legal costs and reasonable expenses finally awarded against the Customer, or the amounts payable by the Customer under a settlement, as a result of such Claim against the Customer; provided that the Customer promptly gives Icotera a written notice of such Claim, gives Icotera sole control of the defense, and provides Icotera with reasonable and timely assistance. Upon becoming aware of any such Claim, Icotera may, at its option and expense, either: (i) obtain for the Customer the right to continue to use the products and Services; (ii) replace or modify the products and Services so it becomes non infringing; or (iii) if Icotera determines that the resolutions described in items (i) and (ii) are not commercially practicable, then terminate the agreement with the Customer. This section sets out Icotera’s entire liability and the Customer’s sole remedy with respect to any Claims concerning infringement or misappropriation of third-party intellectual property rights.
7.5 The Customer agrees to defend Icotera against, or settle, any Claims against Icotera brought by a third party and that arises from the Customer’s breach of the agreement with Icotera; and the Customer agrees to indemnify and hold harmless Icotera from any damages, legal costs and reasonable expenses finally awarded against Icotera, or the amounts payable by Icotera under a settlement, as a result of such Claim against Icotera, provided that Icotera promptly gives the Customer a written notice of such Claim, gives the Customer sole control of the defence, and provides the Customer with reasonable and timely assistance.

8 Limitation of Liability
8.1 Neither of the parties will be entitled to, and neither of the parties shall be liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, procurement costs, loss of data, injury to reputation or loss of customers.
8.2 Icotera shall not be liable for any claims based on its compliance with Customer’s designs, specifications or instructions or repair, modification or alteration of any products by parties other than Icotera or use in combination with other products.

9 Force Majeure
9.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond the reasonable control of a party, its subcontractor or its supplier, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs, pandemics, government lock-downs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature (“Force Majeure”). The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties’ respective obligations shall resume. If a party’s supplier or subcontractor is impacted by the occurrence of such Force Majeure, the party shall be excused from any delay or failure in performance of its obligations under these GTCS.

10 Miscellaneous
10.1 The United Nations Convention for the International Sale of Goods (“CISG”) shall not apply to these GTCS or to any contracts of sale entered into between the parties.
10.2 No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
10.3 Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
10.4 These GTCS and all contracts of sale entered into between the parties shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either party against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to Icotera’s right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.

Date: 07-2024