Terms of Sale – Applicable from 30-09-2019

SMARTSHIFT APS’ (”SMARTSHIFT”) terms of sale (Terms) are applicable on product and service delivery, hereunder the delivery of the SMARTSHIFT account service (SA), to Customers (Customer) from the above mentioned date. 
 
These Terms replace all prior published Terms, and SMARTSHIFT reserves all rights to amend these Terms at any time. Amended Terms will be available on the SMARTSHIFT website (SW). 
 
Terms always apply for any order or delivery unless otherwise agreed in writing. By making a purchase from SMARTSHIFT Customer accepts these terms. By accepting the terms, the Customer undertakes to comply with the terms in full. 
 
 
PRODUCTS ON SW
 
In case of a discrepancy between terms, product information or prices stated on SW, information on SW shall prevail. 
 
 
SMARTSHIFT ACCOUNT
 
On the SMARTSHIFT website Customer can create a SMARTSHIFT ACCOUNT (SA). Customer is responsible for the accuracy of all provided information. Any SA is valid ‘for the time being’. SA can be closed at any time by either party. If Customer is a juridical person (Customer), all accessible individuals are authorized to place orders on behalf of Customer. Customer must treat all information with reference to the SA as confidential information. This specifically applies to all login information concerning the SA. If Customer pass login information to anyone, third parties, etc., Customer thereby confirms that such receivers has the right to place orders in Customer’ name. Customer is therefore liable for payments with reference hereto. By creating a SA Customer confirms that the Customer has informed the Customer’s contact persons (CP’s) about said processing and that Customer has obtained CP’s consent hereto. 
 
 
ORDER – ORDER CONFIRMATION
 
Each SA order or any other order made on SW shall be deemed a binding offer by Customer to purchase the ordered Products. Said offer is accepted by SMARTSHIFT upon delivery of an order confirmation. Then an agreement is constituted based on these Terms. Any acknowledging e-mail reaction to any order made on SA or SW does NOT constituted an acceptance or an order confirmation. 
 
 
PRICES, SHIPPING, VAT, DUTIES, ETC. 
 
Any and all retail prices are stated on SW in DKK, Euro or US-dollars. Stated prices do not include taxes, fees, duties, shipping costs, insurance or other levies. Any such items will be added to the stated retail price. Customer shall pay all taxes and government imposts arising from sale on SW or from any sale from SMARTSHIFT. SMARTSHIFT is entitled at any time to change the prices without prior notification. Prices stipulated on the website are valid, if not otherwise has been agreed upon. Cost for freight will be added to all deliveries. The total freight cost is calculated when invoicing the order where the weight is noted together with information regarding the extent of the order and if the parcel must be delivered on a pallet. 
 
If online payment is not used the following terms of payment shall apply: Invoicing is made after examination of Customer´s credit worthiness. Payment – in accordance to any invoice – must be accessible on SMARTSHIFT’s bank account no later than thirty (30) calendar days from invoice date. In the event of any delay in payment by the Reseller, interest will be charged at a rate of 2% per commenced month (calculated each month [compound interest]) from the invoice date, and not from the due date. If there is reasonable doubt about the Customer’s ability to pay, SMARTSHIFT has the right to shorten the period of credit, demand advance payment or other security for future delivery. All invoices will be in DKK or EUR or USD and shall be made by bank transfer to Company’ bank account with FYNSKE Bank, SWIFT VESBDK22, IBAN DK7668570001081782 (unless otherwise noticed, re clause 16, below or stated on an invoice). Customer shall pay all costs connected with any payment transfer which is added on the invoice. The products remain SMARTSHIFT’s property until full payment has been made. Customer agrees that all Products sold to Customer hereunder – which are not prepaid – shall be secured by a security interest in such Products and any proceeds thereof and in any receivables related thereto including any Customer loan paper until SMARTSHIFT shall have been paid for such Products. Customer agrees to execute financing agreements, a security agreement, and such other documentation and take such other actions as SMARTSHIFT may require evidencing and perfect such security interest.
 
 
DELIVERY – INSIDE EU AND OUTSIDE EU
 
All shipping costs are added to the retail price. All deliveries are DAP (Incoterms 2010) unless SMARTSHIFT expressly states otherwise in its acceptance of the order. Delivery is made by a third-party carrier or delivery firm. Title and risk of loss shall pass from Company to Reseller or Reseller customer at the designated point of delivery. 
 
 
DAMAGE – TRANSPORTATION OR OTHER COMPLAINTS
 
Upon receipt of the purchased products, Customer must check the delivered products. 
 
Transportation damages shall be reported on the day of delivery to the carrier and to SMARTSHIFT. A hidden transport damage that is not discovered or could have been discovered upon receipt of the delivery shall be complained of as soon as possible and under all circumstances within ten (10) calendar days from receipt of delivery. If Customer does not make a claim for damages within the stipulated timeframes, the Customer loses its right to make a claim against the carrier and/or SMARTSHIFT. 
 
Complaints concerning defectiveness of delivery and/or Products must be made after the defect was discovered as soon as possible and no later than ten (10) calendar days. If Customer does not make a claim for damages within the stipulated timeframes, the Customer loses its right to make a claim. 
 
Any complaints must be in writing and the following info must be delivered: detailed description of the fault, invoice number and order number. Said complaint must follow the product when returning the product. When returning the product to SMARTSHIFT, the return cost must be paid by Customer. If the complaint is not made correctly, SMARTSHIFT is entitled to return the product to the Customer and charge for freight costs. Returned goods shall be returned well packed. The Customer is liable for loss or damage to the product during the transport. In case of transport damages due to a faulty packing the product shall be returned to the Customer. SMARTSHIFT may control all returned products and is entitled to debit charges is the product is not defective.
 
 
SUPPORT
 
For any support SMARTSHIFT has the right to refer the Customer to the respective product manufacturer and also, if applicable, to third party’s payment support. 
 
 
LIMITED WARRANTIES – COMPULSORY REGISTRATION OF PRODUCT
 
Warranty on goods is provided by the manufacturer of the product. SMARTSHIFT will only accept returns for defective Products in accordance with warranties issued by the respective manufacturers of the Products. SMARTSHIFT provides no further warranties in excess of respective manufacturer’s specified warranty terms. 
 
In connection with a purchase of a product, a Customer is obliged to register the products on SW within a period of 3 months from the invoice date. Failure to register on time will void any warranty on the Product, including the warranty that may be derived from the manufacturer’s warranty terms. In connection with the registration of the Product, the applicable personal data rules must be acceded.
 

Return procedure to SMARTSHIFT with BUIND products:

1) go to this web address [www.smartshift-robotics.com] and fill out a Return Product Form,

2) forward Product to SMARTSHIFT inclusive original invoice concerning the Product.

Then SMARTSHIFT will inspect the received Product and will either acknowledge the claim as a Claim under the limited warranty or dismiss the claim as a warranty claim. (Dismissal may occur for instance if product is not maintained or it is likely it is not used correct)

 
 
FORCE MAJEURE
 
SMARTSHIFT shall not be liable for any failure to perform due to causes beyond its control, including but not limited to fire, flood, earthquake, explosion, accident, acts of public enemy, war, rebellion, insurrection, sabotage, epidemic, quarantine, labor disputes or shortages, transportation embargoes, failures or delays, inability to secure raw materials or machinery, acts of God or government (including denials of or onerous restrictions on export licenses), any such event of force majeure affecting Company’s third-party suppliers or judicial action. 
 
 
LIMITATION OF LIABILITY
 
If there are any defects that SMARTSHIFT is responsible for, SMARTSHIFT undertakes to, at its sole discretion, remedy the defect by repair, redeliver or repay the purchase price. SMARTSHIFT has the right to refer the Customer directly to respective manufacturer or to service workshop referred to by the manufacturer in order to remedy the defect. Additional rights for the Customer may be given by the respective manufacturer´s own warranties directed to the final Customer. Such additional rights do not apply for SMARTSHIFT. SMARTSHIFT is not liable for a product’s compatibility with other products in SMARTSHIFT’s assortment or for compatibility with a Customer’s current products, unless otherwise is explicitly stated by SMARTSHIFT. SMARTSHIFT is not, under any circumstances, liable for ANY indirect damages or consequential damages, production loss, missing profit(s), or other damages. SMARTSHIFT’s accumulated liability is in any event limited to the total invoice amount actually paid by Customer for the defective product. 
 
 
SW AND INTELLECTUAL PROPERTY RIGHTS 
 
SW and all its content are owned by SMARTSHIFT or SMARTSHIFT has the rights to market the content. All content is protected by Danish marketing law and laws regarding protection of intellectual property rights. 
 
 
PERSONAL DATA
 
When Customer orders products and services, SMARTSHIFT will process personal data about the Customer’s contact persons (“CP’s”) for the purposes and on the terms set out in SMARTSHIFT’s privacy policy https://smartshift-robotics.com/privacy-policy/
 
 
OTHER AMENDMENTS
 
SMARTSHIFT reserves the right to amend all information, including (but not limited to) prices, technical specifications, product offers, etc, without prior notification to the Customer. Information and prices are provided with reservation for both printed and electronical misprints and typing-errors, incorrectness in stated technical specifications, supplier’s or manufactures raised prices etc. The information that is available on SMARTSHIFT’s website does not constitute an undertaking of applicability, suitability or warranty other than when directly stated in writing to the Customer. The Customer is not entitled to transfer the agreement or any rights or obligations under the agreement without the prior written consent of SMARTSHIFT.