General sales and delivery conditions for products for business customers.

1. Application
   1. Application . General terms and conditions of sale and delivery (the “Terms”) apply to all agreements on SOWA Sound APSs, CVR number 38948377, (the “Company”) sales and delivery of products, spare parts and related services to business customers.
2. Agreement basis
   1. Agreement basis . The conditions, together with the Company’s offers and order confirmations, constitute the entire contractual basis for the Company’s sales and delivery of products, spare parts and related services to the customer (the “Contractual Basis”). The customer’s purchase conditions printed on orders or otherwise notified to the Company do not form part of the Agreement Basis.
   2. Changes and additions . Changes to and additions to the Basis of Agreement are only valid if the parties have agreed in writing.
   3. Legal status . Each of the parties shall immediately notify the co-contractor if the party changes its legal personality, is placed under bankruptcy or reorganization proceedings or voluntary liquidation.
3. Products, spare parts and services
   1. Products and spare parts . Products and spare parts that the Company sells and delivers to the customer are new and comply with Danish legislation upon delivery. The company sells and delivers spare parts for a product for at least 6 months after it is delivered to the customer.
   2. Services . Associated services that the Company sells and delivers to the customer, in connection with the sale and delivery of products or spare parts such as repairs, are performed in a craftsmanlike manner and comply with Danish legislation upon delivery.
   3. Limitation of liability. Products, spare parts and related services that the Company sells and delivers to the customer are intended for own use and for use in Denmark. Notwithstanding any conflicting terms in the Agreement Basis, the Company is in no case liable for losses or damages that can be attributed to use for other purposes or for use outside Denmark. The Customer shall indemnify the Company to the extent that the Company may be liable for such loss or damage.
4. Price and payment
   1. Price . The price for products, spare parts and related services follows the Company’s current price list at the time when the Company confirms the customer’s order, unless the parties have agreed otherwise in writing. All prices are exclusive VAT.
   2. Payment . The customer must pay all invoices for products, spare parts or related services within 14 days of ordering, unless the parties have agreed otherwise in writing.
5. Late payment
   1. Interest . If the customer fails to pay an invoice for products, spare parts or related services in time for reasons for which the Company is not responsible, the Company is entitled to interest on the amount due of 1% per. month from due date and until payment is made.
   2. Repeal . If the customer fails to pay an overdue invoice for products, spare parts or related services within 14 days of receiving a written demand for payment from the Company, the Company has, in addition to interest according to p. 5.1 right to: (i) cancel the sale of the products, spare parts and / or related services to which the delay relates; (ii) cancel the sale of products, spare parts and / or related services that have not yet been delivered to the customer, or demand advance payment for this, and / or (iii) assert other powers of default.
6. Offers, orders and order confirmations
   1. Offers . The company’s offer is valid for 10 days from the date the offer is dated, unless otherwise stated in the offer. Acceptance of offers received by the Company after the expiry of the acceptance period is not binding on the Company, unless the Company notifies the customer otherwise.
   2. Orders . The Customer must send orders for products, spare parts or related services to the Company in writing. An order must contain the following information for each ordered product, spare part or service: (i) Order number, (ii) Item number, (iii) Item description, (iv) Quantity, (v) Price, (vi) Terms of payment, (vii) Delivery Date, (viii) Delivery address, and (ix) Delivery Terms.
   3. Order confirmations . The company strives to send confirmation or rejection of an order for products, spare parts or related services to the customer in writing within 30 working days of receipt of the order. Confirmations and rejections of orders must be in writing to bind the Company.
   4. Change of orders . The Customer may not change a placed order for products, spare parts or related services without the Company’s written consent.
   5. Inconsistent terms . If the Company’s confirmation of an order for products, spare parts or related services does not comply with the customer’s order or the Basis of Agreement, and the customer does not wish to accept the non-compliant terms, the customer must notify the Company in writing within 5 working days of receiving the order confirmation. Otherwise, the customer is bound by the order confirmation.
7. Delivery
   1. Delivery condition . The company delivers all sold products and spare parts SOWA Sound pays for delivery and insurance of the products, both to the customer and from the customer. 
   2. Delivery time . The Company delivers all products sold, spare parts and related services by the time stated in the Company’s order confirmation. The company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
   3. Study . The customer must inspect all products, spare parts and related services upon delivery. If the customer discovers an error or defect that the customer wishes to invoke, it must be notified to the Company in writing immediately. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it can not be claimed later.
8. Delayed delivery
   1. Message . If the Company expects a delay in the delivery of products, spare parts or related services, the Company informs the customer about it and at the same time states the reason for the delay and new expected delivery time.
   2. Repeal . If the Company fails to deliver products, spare parts or related services within 30 days after the agreed delivery time in accordance with §8.1 for reasons for which the customer is not responsible and delivery does not take place within a reasonable period of at least 7 days, the customer may cancel it. or the orders affected by the delay, without notice by written notice to the Company. The customer has no other rights in the event of delayed delivery.
9. Guarantee
   1. Warranty . The company guarantees that products, spare parts and related services are free from significant defects and deficiencies in design, materials and workmanship for 12 months after delivery. For parts that are replaced under warranty, the warranty period is 12 months from the replacement, however, a maximum of 18 months from original delivery.
   2. Exceptions . The company’s warranty does not cover wear parts such as the cabinet, front foam and back plate and defects or defects caused by: (i) ordinary wear and tear, (ii) storage, installation, use or maintenance in violation of the Company’s instructions or general practice; repairs or alterations made by anyone other than the Company; and (iv) other matters for which the Company is not responsible.
   3. Message . If the customer discovers an error or defect in the warranty period that the customer wishes to invoke, it must be notified to the Company in writing immediately. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to the Company, it can not be claimed later. The Customer must provide the Company with the information about a reported error or defect that the Company requests.
   4. Study . Within a reasonable time after the Company has received notification from the customer of an error or defect and examined the claim, the Company notifies the customer whether the error or defect is covered by warranty. Upon request, the Customer must send defective parts to the Company. The Customer bears the cost and risk of parts during transport to the Company. The company bears the cost and risk of parts during transport to the customer if the defect or defect is covered by warranty.
   5. Remedy . Within a reasonable time after the Company has given notice to the customer in accordance with pkt. 9.4 that a defect or defect is covered by warranty, the Company remedies the defect or defect by replacing or repairing defective parts.
   6. Repeal . If the Company fails to remedy an error or defect covered by warranty within a reasonable time after the Company has given notice to the customer in accordance with p. 9.4, for reasons for which the customer is not responsible and the defect or defect has not been remedied within a reasonable period of at least 30 days, the customer may cancel the order or orders affected by the defect or defect, without notice by written notice to The company. The customer has no other rights in connection with defects or deficiencies in products, spare parts or related services than those expressly stated in section 9.
10. Responsibility
    1. Responsibility . Each party is liable for its own actions and omissions under applicable law with the limitations that follow from the Basis of Agreement.
    2. Product liability . The company is responsible for product liability in respect of delivered products and spare parts, to the extent that such liability follows from mandatory legislation. The Customer must indemnify the Company to the extent that the Company may incur product liability in addition.
    3. Limitation of liability. Notwithstanding any opposing terms in the Agreement Basis, the Company’s liability to the customer may not per. calendar year in total exceed 100% of the sales of products, spare parts and related services that the Company has invoiced net to the customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence.
    4. Indirect losses . Notwithstanding any conflicting terms in the Agreement, the Company is not liable to the customer for indirect losses, including loss of production, sales, profit, time or goodwill, unless caused intentionally or through gross negligence.
    5. Force majeure . Notwithstanding any conflicting terms in the Contract Basis, the Company is not liable to the customer for non-fulfillment of obligations which may be attributed to force majeure. The discharge lasts as long as force majeure lasts. Force majeure is considered to be matters that are beyond the Company’s control and which the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism and labor disputes.
11. Intellectual property rights
    1. Property rights . The full ownership of all intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyrights, belongs to the Company.
    2. Violation . If delivered products or spare parts infringe the intellectual property rights of third parties, the Company must at its own expense either: (i) ensure the customer the right to continue using the infringing products or spare parts; (ii) modify the infringing products or spare parts so that they no longer infringe, (iii) replace the infringing products or spare parts with any non – infringing; or (iv) repurchase the infringing products or spare parts at the original net purchase price less 50% per. years since delivery. The customer has no other rights in connection with the infringement of third party intellectual property rights of products, spare parts or related services.
12. Confidentiality
    1. Disclosure and use . The Customer may not pass on or use or enable others to use the Company’s trade secrets or other information of any kind that is not publicly available.
    2. Protection . The Customer may not improperly obtain or attempt to obtain knowledge of or availability of the Company’s confidential information as described in section. 12.1. The customer must handle and store the information properly to prevent it from accidentally coming to the knowledge of others.
    3. Duration . The customer’s obligations according to pkt. 12.1-12.2 applies during the parties’ trade and without time limit after the termination of the trade, regardless of the reason for the termination.
13. Processing of personally identifiable information
    1. Treatment . The company processes personal data with due observance of the Data Protection Regulation and Act. Information about the Customer’s name, e-mail, telephone number, etc. is used only in connection with the Customer’s order and communication with the Customer. 
    2. Rights of the data subject . The company complies with the data subjects’ rights (including right of access, rectification, deletion, restriction of processing, objection, data portability, appeal and right not to be the subject of a decision based solely on automatic processing, including profiling). 
    3. Storage and disclosure . The company retains the information for as long as is necessary for the purpose for which the information is processed. The Company does not pass on, sell or otherwise transfer information to third parties unless the Customer has given consent. 
    4. Contact . If the Customer wants information about which data is being processed, to have data deleted or corrected, the Customer can contact SOWA Sound at info@sowasound.com
14. Applicable law and venue
    1. Applicable law . The parties’ trade is in all respects subject to Danish law.
    2. Venue . Any dispute that may arise in connection with the parties’ trade must be decided by a Danish court.