General Terms & Conditions

These general terms and conditions (“Conditions”) apply to all deliveries of products and/or services (“Products”) to any customer (“Customer”). These Conditions shall be mutually binding on Analytic ApS or an affiliate of Analytic ApS (“Analytic”) and the Customer unless otherwise agreed in writing signed by an authorized officer of Analytic. No additional or different terms or conditions will be binding upon Analytic unless specifically agreed to in writing signed by an authorized officer of Analytic. Failure of Analytic to object to conditions contained in any other writing or other communication from Customer shall not be construed as a waiver of these Conditions nor acceptance of any such other provisions. None of any past practice, industry standards, course-of-dealing or usage of trade shall constitute a modification of any term or condition contained herein, nor shall same add any term not contained herein. These Conditions also serve as notice of Analytic’s objection to and express rejection of any terms and conditions of purchase included in Customer’s order or other writing that are different from or additional to these Conditions.

1. Order confirmation

All offers are submitted subject to the goods being unsold. Offers are only accepted when the Customer has received Analytic’s written acceptance of the offer, including confirmation in electronic form, or Analytic, before the expiry of the acceptance deadline, has received in writing, including electronically, identical acceptance from the Customer of an offer submitted by Analytic. Cancellation of orders must be made in writing and must be confirmed by Analytic in writing. The Customer is, regardless of the reason for the cancellation, obliged to buy any goods commissioned for the order which cannot be cancelled. The goods in question shall be invoiced to the Customer, at the latest by the order’s originally planned delivery time, at Analytic’s purchase price with the addition of any delivery costs.

2. Prices

Prices are fixed forthe initial term, as described in Section 13, or as described in the agreementbetween Analytic and Customer. After the initial term Analytic is entitled inall cases to adjust prices once a year, on 1 January, unless otherwise agreedin writing. Further, Analytic reserves the right at any time to adjust theagreed prices for non-delivered Products, in the event of price increases fromsub-suppliers, increases in the price of materials, in the event of exchangerate change, changes in wages, government intervention or similarcircumstances.  Any tax, assessment,duty, custom or other fee of any nature imposed upon the Products, their sale,transportation, delivery, use or consumption imposed by any governmentalauthority, domestic or foreign, on or measured by the transaction betweenAnalytic and Customer shall be paid by Customer in addition to the price quotedor invoiced. In the event that Analytic is required to pay any such tax, duty,fee or charge, Customer shall reimburse Analytic therefore unless otherwiseagreed upon in writing.

3. Payment Conditions

Payment for Products shall be made by the date indicated on the invoice as the last date for payment for it to be regarded as on time. If no such date is indicated, payment shall be made in cash upon delivery. If the delivery is postponed due to Customer’s circumstances (claimant’s default), Customer – unless Analytic notifies Customer in writing otherwise – is still obliged to make any payment to Analytic, as though the delivery was made at the agreed time. Analytic is entitled to charge default interest from the time the payment falls due at the maximum rate permitted by applicable law. When sending payment reminders, Analytic is entitled to make a dunning charge if permitted by applicable law. In the case of default of payment, Analytic is entitled to request that collection costs are paid in full. Analytic is continually striving to reduce the environmental impact of Analytic and its Customers. Therefore, all invoices will be sent electronically. Customer is not entitled to offset any counterclaims against Analytic which are not recognized by Analytic in writing and is not entitled to withhold any part of the purchase sum due to offsetting of any type. Any assignment of Customer’s counterclaims to a third party without Analytic’s prior written consent shall be void. Customer agrees to reimburse Analytic for any costs and expenses (including reasonable attorneys’ fees or costs of collection agencies) in connection with the collection of any amounts owed to Analytic under these Conditions or transaction contemplated hereby.

4. Subscriptions

Unless otherwise agreed in writing, the subscription is calculated from the date of delivery and shall be paid from the 1st of the following month. Subscriptions are paid monthly, but an option to pay yearly can be negotiated.

5. Data Protection & Privacy

When you use the Products of Analytic as an end-customer you are the data controller for Personal Data that might be processed by Analytic. As an end-customer (data controller) you are obliged to fulfill the obligations in the relevant data protection legislation. The personal data of the end-user’s equipment shall be processed in accordance with the rights of the data subject (e.g. access to data regarding processing). Analytic acts as data processor or sub-processor. Analytic does only process personal data upon specific instructions from the end-customer (data controller) or another data processor acting on behalf of the end-customer (data controller). The relationship between the end-customer and Analytic or a data processor and Analytic is regulated in a data processing agreement in accordance with the requirements in the relevant data protection legislation. Analytic is entitled to aggregate and/or anonymize data collected. In accordance with, EU legislation, Analytic shall implement appropriate technical and organizational security measures to protect data against accidental or unlawful destruction, loss or alteration and against unauthorized disclosure, abuse or other processing in violation of such laws and regulations. Analytic and Customer undertake to handle any information as confidential, including but not limited to documents, source code, e-mail correspondence, etc., pursuant to Section 7 below. After expiration or termination of these Conditions, such information shall remain confidential for five (5) years. The only exception shall be information characterized as general knowledge. Analytic shall retain the right, but not the obligation to access data generated by Customer for purposes of (a) processing such data on behalf of Customer, and (b) for Analytic’s development purposes. Analytic shall also retain the right, but not the obligation, to store data indefinitely while at all times acting in accordance with all applicable laws and regulation. However, Analytic retain the right to analyze and disclose market statistics which, among other sources are based on anonymous data from Analytic Products. Analytic shall retain the right, but not the obligation to make use of subcontractors with regard to the data processing, and to make use of Standard Contractual Clauses if needed to uphold applicable data protection legislation and regulation. Analytic shall upon request from the Customer, produce a list of subcontractors to the Customer. Analytic shall at all times insure, that the subcontractor meets the same standards as required by these Conditions between Analytic and the Customer. For any questions please see our privacy policy.

6. Product Information

Any product information – regardless of whether it stems from Analytic or one of Analytic’s business associations – including information regarding weight, dimensions, capacity or other technical data, description, prospectus, advertisement etc. which is regarded as providing information, is only binding to the extent that Analytic specifically refers to it in the order and/or order confirmation. Specific requirements from the Customer are only binding to the extent they are confirmed in writing by Analytic. Analytic reserves the right to revise and discontinue Products at any time and without prior notice. Analytic will provide Products that have the same or similar functionality and performance of Products ordered.

7. Protected and Confidential Information

Any type of information which is not publicly available, including drawings and technical documents and other trade secrets, transferred by Analytic to the Customer (“Confidential Information”), shall remain the exclusive property of Analytic and shall be treated as confidential by the Customer. Such Confidential Information has been developed at substantial expense and contains trade secrets that are the exclusive property of Analytic. Confidential Information thus must not, without Analytic’s written consent, be copied, reproduced or forwarded to a third party or used for any purpose other than the one for which it was intended when transferred. Confidential Information shall be returned to Analytic upon request.  For the avoidance of doubt, Confidential Information supplied by Analytic does not include information that (a) was generally available to the Customer from public or published sources, provided publication did not take place in violation of these Conditions or through fault or omission of the Customer, (b) was lawfully obtained from a source under no obligation of confidentiality, directly or indirectly, to either the Customer or Analytic, or (c) was disclosed to the general public with the written approval of Analytic shall be received in confidence, and the Customer shall exercise due diligence and reasonable care to hold such information in confidence. The Customer’s confidentiality obligations under this Section 7 shall survive the termination or expiration of these Conditions.

8. Product Changes

Analytic reserves the right to make changes without notice to its Products if this can be done without substantially changing agreed technical specifications and without any substantial change to the Products’ shape or function.

9. Limited Warranties and Inspection

The Customer is obliged to check the Products immediately upon receipt. If there is any difference in terms of quantity or any other defect is noticed, the Customer shall, immediately after receipt, without unfounded delay, inform Analytic in writing of the defect. Analytic warrants that Products produced by Analytic shall be free from defects in material and workmanship for a period of one (1) year from the date of delivery although not for defects which should have been noticed during the Customer’s check upon receipt of the Products, cf. above. Analytic is not responsible incorrect installation by anyone other than Analytic.
THE LIMITED WARRANTY EXPRESSED HEREIN SHALL BE IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, WHICH ARE EXPRESSLY DISCLAIMED, AND IS IN LIEU OF ANY AND ALL OTHER OBLIGATIONS OR LIABILITY ON ANALYTIC’S PART.

10. Online Purchase

If you have purchased any hardware or service on our online platform, and you are not satisfied with your product, you have the option to make a complaint on the Online Dispute Resolution website. It is a free independent online dispute resolution located in the EU.

11. Indemnity

Customer agrees to indemnify, defend and hold harmless Analytic, its officers, directors, employees, agents and insurers of each of them, from and against any and all third party claims, demands, actions, damages, expenses, costs, claims, judgments and liabilities (including, without limitation, interest, penalties and reasonable attorneys’ fees and investigative costs) incurred by Analytic, arising from, in connection with or as a consequence of (a) any negligent, or wrongful act or omission by Customer; (b) Customer’s transfer, use or sale of any Product, except to the extent that such suit or demand arises out of the failure of such Product to meet Analytic’s express warranties; and/or (c) Customer’s possession, operation, maintenance, delivery or return of any Product. Such protection shall include, without limitation, claims for personal injury or death or property damage arising out of any act or omission of Customer or its customers.  This Section 11 shall survive the termination or expiration of these Conditions.

12. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND NOTWITHSTANDING ANY PROVISION IN THESE CONDITIONS OR ELSEWHERE TO THE CONTRARY, EXCEPT FOR DAMAGES FOR BODILY INJURY (INCLUDING DEATH), DAMAGE TO REAL PROPERTY OR TANGIBLE PERSONAL PROPERTY, AND THE INDEMNIFICATION OBLIGATIONS UNDER THESE CONDITIONS: (a) IN ANY ACTION UNDER OR RELATED TO THESE CONDITIONS, WHETHER ARISING IN CONTRACT,  TORT,  (INCLUDING  NEGLIGENCE)  OR OTHERWISE, NEITHER PARTY, OR ITS AFFILIATE, SHALL BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATE FOR ANY OF THE FOLLOWING EVEN IF INFORMED OF THEIR POSSIBILITY AND WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE: (i) THIRD PARTY CLAIMS FOR DAMAGES; (ii) LOSS OF, OR DAMAGE TO, DATA; (iii) SPECIAL, INCIDENTAL, INDIRECT,  PUNITIVE,  EXEMPLARY  OR  CONSEQUENTIAL DAMAGES; OR (iv) LOSS OF PROFITS, BUSINESS, REVENUE, GOODWILL OR ANTICIPATED SAVINGS; AND (b) THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY AND ITS AFFILIATES TO THE OTHER PARTY AND ITS AFFILIATES FOR ALL ACTIONS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION OR THE THEORY OF RECOVERY, SHALL IN NO CASE EXCEED THE AMOUNT THAT THE CUSTOMER HAS PAID TO ANALYTIC WITHIN THE LAST 12 MONTHS.
If applicable, Customer agrees to cause its customers and anybody in the chain of manufacturing supply and distribution including the end customer to be bound by limitations of liability substantially equal to those contained in these Conditions. This Section 12 shall survive the termination or expiration of these Conditions.  Furthermore, Analytic renounces all liability for any installation costs in connection with a defective Product. Any costs in this respect shall be borne by the Customer. Analytic’s liability towards the Customer for loss or damage arising from defective quality or for any other non-conformity is limited to the purchase price of the Analytic equipment claimed to be defective. Analytic shall only be liable towards the Customer for product liability, if such product liability cannot be derogated from under the mandatory Danish law, and if the Customer – in addition to the otherwise applicable requirements under mandatory Danish law – can prove that the defect having caused the damage is a result of Analytic’s negligence.

13. Term and Termination

All subscriptions are made for an initial term of thirty-six (36) months (Initial Term) from delivery of the Analytic Hardware unless otherwise agreed between the parties in writing. The subscriptions are thereafter renewed for a 12-month period (Renewal Term), unless terminated by either party on the terms mentioned in this Section 13. The subscription can be cancelled by either party with a notice of three (3) months before the end of the respective Initial- or Renewal Term. No repayment is made for the subscriptions, even if cancelled earlier than the end of the Initial Term. Analytic may cancel the subscriptions at any time with immediate effect, if Customers account is closed according to Section 3. The subscriptions can be cancelled by either party effective immediately upon written notice, if the other party breaches any obligation in these Conditions which remains uncured within thirty (30) days after written notice, or a petition in bankruptcy or petition alleging insolvency or inability to pay debts when due in the ordinary course of business shall be filed against the other party and is not be dismissed within thirty (30) days, or a receiver shall be appointed for the assets of the other party and not be dismissed within thirty (30) days, or the party shall make an assignment for the benefit of creditors, shall become insolvent, or shall be unable to pay its debts when due in the ordinary course of business.

14. Intellectual Rights

Customer acquires a non-exclusive software license in the form of a right to use the software for the purpose made clear in the accompanying product specifications. The License is only applicable for the contract period, and will terminate, when the contract expires or is terminated. Over and above this, the Customer acquires no rights in the form of licences, patents, copyrights, trademarks of other intellectual rights connected with the Product. The Customer acquires no rights to the source code of the software.

15. Force Majeure

Analytic is entitled to cancel orders or defer the agreed delivery of Products, and is other otherwise free from liability for any lack of delivery, or defective of delayed deliveries, which are wholly or partially due to circumstances which are outside the reasonable control of Analytic, such as any act of God, embargo, rebellion, unrest, war, terrorism, fire, state regulations, strikes, lockout, go-slows, lack of means of transportation, scarcity of goods, sickness, delay in or lack of supplies from suppliers, accidents in production or testing, lack of energy supplies, inability to obtain necessary labor, manufacturing facilities or delays by sub-contractors.  All the Customer’s rights are suspended or are discontinued in such cases. In the event of cancellation or delayed implementation, the Customer cannot request compensation from or assert any other claim against Analytic.

16. Partial Invalidity

If at any time any one or more of the provisions of these Conditions become invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions of these Conditions shall not be in any way impaired.

17. Transfer of Rights and Obligations

Analytic is entitled to assign and transfer, in whole or in part, its rights and obligations under this agreement to a third party. Customer may not assign or transfer its rights and obligations hereunder without the prior written consent of Analytic.

18. Governing Law

The parties agree that these Conditions, any sales hereunder, or any claim, dispute or controversy between Analytic and Customer arising from or relating to these conditions, its interpretation, or the breach, termination or validity thereof, the relationships which result from these Conditions or any related sale shall be governed by the laws of Denmark, without regard to its conflicts of law provisions. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.

19. Survival

Section 7, 11, 12, 18 and 19 shall survive the termination or expiration of these Conditions.

20. Complete Agreement

These Conditions and Analytic’s written acceptance constitute the complete and exclusive statement of the agreement between the parties hereto.  It supersedes all prior written and oral statements, including prior representations, statements, conditions, or warranties with respect to the Products.

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