Sales and delivery terms

The following sales and delivery terms apply unless otherwise agreed, in writing, between MINU and the Buyer.

1.1

The specified prices include packaging, but not VAT or any other fees.

1.2

Unless otherwise agreed, the Buyer bears the cost of shipping from the supply location and all relevant fees and charges.

1.3

MINU is entitled to change a price on the supply date as a consequence of the expiration of a campaign or in line with changes to exchange rates, purchase prices, customs duties, shipping and insurance rates or other conditions that are beyond the control and influence of MINU.

1.4

Should MINU incur costs on behalf of the Buyer, MINU may require compensation for those costs.

2.1

Unless agreed otherwise in writing, payment terms are prepayment.

2.2

Should payment not be made on time, interest will run at 2 % per month from the invoice due date. MINU will issue an interest statement once a month. In addition, MINU may charge reminder fees, debt recovery fees and other fees in connection with collection of the purchase amount, in pursuance of the law concerning debt recovery operations.

2.3

Even if the Buyer has put forward a plea of defects, he or she is still obliged to pay promptly.

3.1

If the Buyer's financial situation, in the opinion of MINU, does not entitle them to the established payment terms, or if the Buyer has failed to observe payment terms for previous deliveries, MINU is entitled to cancel unexecuted orders, unless the Buyer, immediately after being informed thereof, pays for all previously supplied goods and pays in advance for as yet unexecuted orders.

4.1

An invoice that has fallen due must be paid according to the open item principle, i.e. prompt payment of the entire invoiced amount including a clear reference to the invoice.

4.2

Should a dispute arise concerning an invoice (concerning the price, quantity etc.), it is the duty of the Buyer to inform MINU order processor and the debtor's accountant of this in writing within 8 days of the invoice date. Relevant, detailed documentation and names of any MINU personnel who have been involved must be enclosed. The Buyer is not entitled to withhold payment of an invoice, either in full or in part. Should a situation such as this arise, MINU is fully entitled to 2% interest per month in the period from the due date until payment is made, regardless of the type of dispute, in accordance with item 2.

5.1

MINU retains the proprietary rights to the goods that have been sold until payment has been made in full.

5.2

MINU may request that the Buyer insures the goods that have been sold with a recognized insurance firm, including cover and conditions approved by MINU.

6.1

Unless otherwise specified, an offer is only binding for MINU when it is accepted via return of post or email, within 5 days of the date stamped on the MINU offer.

6.2

MINU reserves the right not to sell a product.

6.3

Should the order confirmation deviate from the Buyer's order with regard to additions, reductions or conditions, and the Buyer does not wish to accept these changes, this shall be communicated in writing and within two days to MINU. Unless this is done, the order confirmation issued by MINU applies.

7.1

Orders are accepted and offers issued by MINU for goods that are not in stock based on the possibility of obtaining the relevant products. Each offer is subject to changed decisions concerning import and export of goods. Provided that these conditions are realized, MINU is entitled to recall the offer, without this entitling the entity receiving the offer to make any kind of demand.

7.2

Correspondingly, statements made in the offer apply to orders accepted by MINU.

8.1

Each statement of delivery time is a rough estimate and is therefore approximate.

8.2

Furthermore, MINU is entitled to postpone the approximate delivery time, provided that the postponement thereof is necessitated by conditions beyond the control of MINU, cf. item 10 concerning force majeure.

8.3

Subject to item 5.1, when the stated or specified delivery period is substantially exceeded, the Buyer is entitled to cancel the purchase; however, delay in a delivery does not entitle the Buyer to compensation for direct or indirect loss, regardless of the cause thereof, including negligence.

9.1

The goods are delivered from the MINU warehouse

9.2

When the goods are transported via a MINU carrier, the risk responsibility for the goods is transferred on delivery to the destination, when MINU obtains insurance for the transport.

9.3

As standard, MINU provides transport at the expense of the Buyer to the delivery address provided by the Buyer.

9.4

Transport is paid on delivery. MINU will always strive to minimize the Buyer's shipping costs.

9.5

Shipping prices are calculated with reference to the standard prices according to currier service in play.

10.1

MINU is entitled to cancel Buyer orders or postpones their realizations and is otherwise free from responsibility for any omitted, defective or delayed delivery that is wholly or partly due to circumstances beyond the control of MINU, such as an uprising, unrest, war, fire, public orders, strike, lockout, slow-down, a shortage of means of transport, scarcity of goods, disease, delay or omission in deliveries from suppliers, an accident in production or testing or a power outage. All Buyer rights are suspended or removed on these occasions. In the case of cancellation or postponed realization, the Buyer may not apply for damages or make any other claim against MINU.

11.1

Within 1 month of the product being dispatched, MINU undertakes to replace or repair parts that have manufacturing defects provided that:

1. The Buyer complains in good time.

2. Defective goods are returned to MINU.

3. Following an investigation, MINU establishes that the defects identified are due to faults in materials or implementation, do not result from poor treatment or storage, neglect, installation, repairs or changes undertaken by the Buyer, and are not due to an accident.

4. MINU is not responsible for defects covered by a warranty issued by the manufacturer. If the manufacturer has established such an independent warranty, it is the situation according to this warranty that applies, regardless of the drawbacks this may involve in the eyes of the customer. MINU will help the Buyer and provide directions concerning the warranty and arrangement of repairs for an individual manufacturer.

11.2

MINU is not responsible for defects in the delivered goods, regardless of the cause, including negligence. It should be specifically noted that item 11.1 does not cover software, and MINU cannot be held responsible for defects in the software that is delivered.

11.3

If MINU does not undertake redelivery or repair, and on the condition that MINU is bound by Danish law to provide compensation, this compensation is limited to an amount equivalent to the cost of repairing the defects in the delivered goods and not exceeding the agreed purchase sum.

11.4

On no occasion that directly or indirectly relates to the delivered goods, their use or MINU’s output in general is MINU responsible for indirect losses and consequential damages, such as operational down time, wasted costs, property or other consequential damages, including lost or corrupted data. MINU is thus never responsible for operational down time, profit-related losses or other indirect losses.

11.5

MINU is not responsible for defects in goods delivered that are due to errors or neglect on the part of MINU suppliers or are in any other way caused by the supplier. Where MINU may be entitled to take action against a supplier, MINU hereby transfers this claim to the Buyer, in such a way that the Buyer is obliged to make their claim directly to the supplier.

11.6

Otherwise, for products that are sold with user instructions, see specific obligations concerning exchange/repair.

11.7

The aforementioned limitation to the compensation amount applies regardless of the motivation for or formulation of the compensation claim, and thus also covers claims that are based on negligence or oversight.

11.8

Under no circumstances is MINU responsible for damages that are due to the Buyer failing to fulfill their obligations.

11.9

MINU does not guarantee that the products delivered will operate without faults or operational down time, or that all software errors (if any) will be corrected.

11.10

On return of DOA (dead on arrival) or defective equipment, the warranty covers repairs or a replacement product based on an assessment carried out by MINU. If an equivalent product cannot be obtained, MINU shall replace the product with an equivalent capacity or credit the customer for the market price of a new or equivalent product.

12.1

Products are supplied with the warranties that the manufacturer supplies to MINU. The Buyer may not refer to any other product guarantee for MINU.

12.2

The Buyer is obliged to examine the product as soon as it is received. Visible defects and defects and damage sustained during transport shall be reported to MINU in writing before 17.00 on the day the product is received. MINU cannot subsequently be held responsible for damage sustained during transport. In the case of damage to packaging, the words "on receipt" should be noted on the packing slip on delivery of the product. Claims must be presented in writing within seven days of receipt of goods. In the case of concealed defects, the complaints period is extended to fourteen days.

12.3

Should the Buyer fail to inform MINU that they wish to plead a defect within fourteen days of the transfer of the object, they may not subsequently do so, unless MINU has undertaken to be responsible for the object for a longer period of time or has acted fraudulently.

13.1

Goods are only accepted for return after this has been agreed in writing. Returns must be sent in the unbroken and undamaged original packaging, with the original invoice number and date or a copy thereof, and the authorization number for returning the product (RMA no.). RMA nos. are only valid for fourteen days.

14.1

When an offer or delivery from MINU is addressed to an actual individual, MINU is entitled to consider the relevant individual as the debtor, regardless of whether this individual operates in the form of a company.

15.1

Regardless of whether it originates with MINU or with one of its business connections, all information concerning weight, dimensions, capacity and technical data in a catalogue, description, brochure, advertisement etc., is considered to be supplied by MINU. Specific Buyer requirements are only binding when they are specifically confirmed in writing by MINU.

16.1

MINU is only responsible for personal injury occasioned by the supplied products if the injury is documented as being blamed on negligence on the part of

MINU. MINU is not responsible for damages to real estate or personal property. MINU is not responsible for operational down time, lost earnings or any other form of direct losses. Where MINU may be responsible to a third party for a product, a MINU Buyer is obliged to indemnify MINU for the liability of MINU, bearing in mind the limitations imposed by the three preceding items. The Buyer is obliged to take action via the same court that is dealing with product liability proceedings against MINU Should a third party bring a claim for compensation against one of the parties with reference to the above, this party shall immediately inform the other thereof.

17.1

The sale by MINU of parts, components and/or materials does not entitle the Buyer or the Buyer's customers to a license for any patent or exclusive rights

to any combination, machinery or process in which the sold parts, components or materials are or may be used.

17.2

Software licenses are sold according to the Software Vendor's Terms & Conditions. MINU disclaim any compensation or claims regarding software licenses.

18.1

Should action be taken against the Buyer because of the fact that products that have been supplied by MINU currently constitute a direct infringement of a Danish patent or intellectual property rights, MINU undertakes to indemnify the Buyer against compensation claims relating to a judgment or settlement, and against the cost of any legal proceedings, provided that the following criteria are fulfilled:

1. The Buyer must immediately notify MINU of the proceedings in writing.

2. MINU has sole management of the case and all negotiations concerning the case judgment or settlement.

3. The Buyer agrees that MINU, at its own expense, can choose either to obtain the right for the Buyer to continue using the supplied products, or to exchange/replace said products, in such a way that they no longer constitute an infringement.

18.2

Unless the criteria in item 18.1 are fulfilled, the Buyer cannot make MINU liable for the above proceedings.

18.3

If it is not possible to fulfill any of the criteria listed in item 18.1, on grounds that MINU deems reasonable, and if the Buyer agrees to return the products

after MINU has requested this in writing, MINU will grant the Buyer approval for the returned products equal to their depreciated value. A similar amount of depreciation is applied for each year of the product's lifetime, and is fixed at all times by MINU.

18.4

MINU cannot be liable if products are designed to the Buyer's specifications, or if the infringement cannot be directly attributed to the supplied products, but rather to the Buyer's specific use thereof, including supplementation of and changes to the supplied products, or the product's combination or use in  conjunction with other products. Furthermore, MINU does not undertake responsibility for action taken after the Buyer has become aware of the possible infringement. Any further liability on the part of MINU is ruled out and, in particular, MINU may not be made responsible for consequential damages.

19.1

Claims brought against MINU, regardless of their motivation, cannot be valid more than one year after delivery.

20.1

If one or more of the specifications in the current agreement are known to be invalid, illegal or impracticable, this shall not affect or devalue the validity, legality or feasibility of any other specifications.

21.1

Deviation from the above sales and delivery terms and conditions is only permitted following an explicit agreement between the parties in writing.

22.1

Any dispute between MINU and the Buyer shall be determined in accordance with Danish law at the Viborg court of law.

23.1

Return fee of minimum € 100 applied in connection with an approved, returned product or 10% of the purchase price whatever is the highest amount

24.1

Should the delivery include equipment that is subject to US export restrictions, issued by the US Department of Commerce, such equipment may not be

exported/reexported, without an approved license, nor may it be resold to entities or persons included in the US Department of Commerce’s restrictions list, Table of Denied Orders, and nor, without special permission from the US Department of Commerce, may it be sold to or made available to entities, organizations or persons involved in nuclear activity or for use in nuclear applications or systems without a special license.