Ver: 20240517/01
1.1 These General Terms and Conditions of Sale (GTCS) apply to all sales of goods and services provided by the Seller (Bazinga Platano ApS).
2.1 Offers are only binding for the Seller for 14 days from the date of the offer, unless otherwise stated in the offer.
2.2 A contract is concluded when the acceptance has been received by the Seller.
2.3 In case of online orders the Seller reserves the right to refuse service delivery to the Buyer. In such cases the Seller will return the paid amount back to the Buyer’s original payment method.
2.4 Unless otherwise stated the Buyer is required to provide access to systems and information to the Seller that are required for performing the work and/or delivering the service.
3.1 Unless otherwise agreed, the payment must be made within 8 days of the invoice date.
3.2 Payment must be made by bank transfer to the Seller’s bank account.
3.3 In case the Buyer fails to pay any invoice within seven calendar days of the due date of payment, then the Seller may suspend delivery of any services and goods until the payment is made. Furthermore the Seller can charge the interest rate from the due date of the payment at a rate of 1.5% per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which we are or may be entitled at law or in equity.
3.4 The Buyer is not entitled to set off or withhold any part of the purchase price due to counterclaims unless this is recognized in writing by the Seller.
3.5 Unless otherwise stated all services, products and goods are non-refundable.
4.1 Full ownership of all intellectual property rights arising in connection with Seller’s delivery of services, including patents, designs, trademarks and copyrights, belong to the Seller.
4.2 The Buyer has an unlimited, royalty-free license to exploit all intellectual rights arising in connection with Seller’s delivery of services for purposes that fall within the Buyer’s usual business area or as separately agreed between the parties.
4.3 In case of development projects the Buyer and Seller can enter into a separate development agreement that regulates, among other issues, the rights issue.
4.4 The Seller is not liable for the delivered services' infringement of third party intellectual rights, unless the infringement is intentional.
5.1 All services and goods are delivered according to delivery dates presented in order confirmation.
5.2 For services, unless stated otherwise, the Buyer must assume that the service is to be delivered Remote, i.e., via a video call or other communication means. For such cases the presence of the Seller is not required at Buyer’s location.
5.3 The Seller can charge additional costs connected with necessary travel in case the Buyer requires physical attendance from the Seller’s side. In such cases the Buyer agrees to cover transport costs, hotels and the time used for traveling. These should be agreed with the Buyer before the travel begins.
6.1 Neither the Seller nor the Buyer will be entitled to, and neither of us 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, reprocurement costs, loss of data, injury to reputation or loss of customers. Buyer’s recovery from the Seller for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
6.2 The Seller shall not be liable for any claims based on compliance with the Buyer’s designs, specifications or instructions or repair, modification or alteration of any goods by parties other than the Seller or use in combination with other goods.
6.3 Each party shall be liable for its own acts and omissions under applicable law with the limitations that follow from the contractual basis.
7.1 The Buyer shall immediately upon delivery carry out an inspection of the goods from the Seller. If the Buyer wishes to claim 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.
7.2 At the Seller's discretion, defects in the goods sold 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.
7.3 If the buyer has not claimed the defect to the seller within 30 days after the delivery date, the buyer cannot later claim the defect.
7.4 The Seller shall not be obliged to remedy defects if the defects are due to the delivery not having been installed and/or used in full accordance with the Seller's instructions, incorrect or inappropriate use, changes or technical interventions made without the Seller's written consent or extraordinary climatic influences.
8.1 The Seller makes no other warranty, express or implied, with respect to services and goods delivered hereunder, and the warranty constitutes Seller’s sole obligation in respect of any lack of conformity of goods delivered hereunder. In particular, the Seller makes no warranty with respect to the merchantability of services and goods delivered or their suitability or fitness for any particular purpose.
9.1 Confidential Information: During the term of this Agreement, both parties may disclose to each other certain confidential and proprietary information (the "Confidential Information"). Confidential Information includes, but is not limited to, business plans, technical data, product ideas, customer information, and other information disclosed in writing or orally, which is designated as confidential or which should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure.
10.1 In case of breach of contract by the Buyer, the Seller is entitled to stop further deliveries and claim compensation according to the general rules of contract law.
11.1 The seller is entitled to have the work performed in whole or in part by subcontractors.
11.2 Specific requirements expressed by the Buyer regarding the person or persons performing the can be a subject of extra charges and should be agreed beforehand.
12.1 The Seller processes personal data with due observance of the General Data Protection Regulation.
12.2 The Seller complies with the rights of the data subject (including right of access, rectification, deletion, limitation of processing, objection, data portability, complaint and right not to be subject to a decision based solely on automatic processing, including profiling).
12.3 The Seller will store the data for as long as is necessary for the purpose for which it is processed. The Seller can neither disclose, sell nor otherwise transfer information to third parties, unless the customer has agreed to the same.
12.4 If the Buyer wants information on which data is being processed, having data erased or corrected, the Buyer should contact the Seller. In some cases – as specified in the General Data Protection Regulation, the Seller might charge the Buyer for such requests if the extent of the inquiry is large and/or incurs additional costs on the Seller’s side.
13.1 Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. 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. In the event the interruption of the excused party’s obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days’ prior written notice to the other party.
14.1 The parties' co-operation is in all respects subject to Danish law.
14.2 Any dispute that may arise in connection with the parties' co-operation shall be settled in the first instance by the Arbitration Court in Copenhagen, and in case that fails, at a Danish Court in Copenhagen.