TERMS OF SALE – APPLICABLE FROM 02-07-2020

 

SMARTSHIFT robotics 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 reseller can create a SMARTSHIFT account (SA). Reseller 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 reseller is a juridical person, all accessible individuals are authorized to place orders on behalf of reseller. Reseller must treat all information with reference to the SA as confidential information. This specifically applies to all login information concerning the SA. If reseller pass login information to anyone, third parties, etc., reseller thereby confirms that such receivers has the right to place orders in reseller’s name. Reseller is therefore liable for payments with reference hereto. By creating a SA reseller confirms that the reseller has informed the resellers’ contact persons (CP’s) about said processing and that reseller 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.

All retail prices are stated on SW in 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.

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 fifteen (15) 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 other 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.

 

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.

 

RETURN POLICY

Customers are only allowed to return products because of the product being defective or due to a transport damage or due to manufacturing error and when a Return Material Authorization (RMA) number has been issued and the RMA criteria is fulfilled.

 

DAMAGE, DEFECT, 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 fifteen (15) 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 fifteen (15) calendar days. If customer does not make a claim for damages within the stipulated timeframes, the customer loses its right to make a claim.

Return of products does not cover defects or malfunctions caused by misuse, abuse or improper maintenance, failure to follow operating instructions, or use with equipment with which is not intended to be used.

 

RMA CRITERIA

  • Products must have been purchased directly from SMARTSHIFT robotics otherwise contact your reseller of SMARTSHIFT products.
  • Out of Policy requests are subject to acceptance by SMARTSHIFT.
  • Products must be returned to SMARTSHIFT robotics location within 15 days of receiving your Returns Material Authorization (RMA) number.
  • Failure to return product within 15 days may result in cancellation of the Return Material Authorization number.

If you did not purchase the product directly from SMARTSHIFT, please refer to your reseller’s point of contact for all information on return of SMARTSHIFT products.

 

Any complaints must be in writing followed by the RMA return policy and RMA form.

1) go to this web address [www.smartshift-robotics.com] and fill out the RMA 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 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.

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