1.1 — These Terms and Conditions (hereinafter referred to as'terms“) applies to any delivery from Packwise Int. ApS (hereinafter 'Packwise”) and the conditions establish the detailed conditions for the delivery of goods and services from Packwise to the Customer. In case of inconsistency between the purchase agreement with the Customer and these conditions, the provisions of the concluded purchase agreement shall prevail.
2.1 — Offer is valid for 8 days from the date of the offer to count. An agreement is entered into once Packwise has received the customer's written consent. Orders placed without prior quotation from Packwise are considered a concluded agreement.
3.1 — Payment terms are invoice date + 8 days.
3.2 — If the customer fails to meet the payment deadline for an invoice, Packwise may withhold further deliveries until payment has been made.
3.3 — If the payment deadline is exceeded, 2% of the invoice amount shall be paid in interest per month started until the amount, including interest, is received by Packwise. If it becomes necessary to forward twitchers, these will be subject to withdrawal fees under the Interest Act.
4.1 — Packwise reserves the ownership of the delivered product in all respects. The delivered item thus remains Packwise's property until the full purchase price plus any costs incurred, including any interest and fees, has been paid by the Customer.
5.1 — All material as well as intellectual property rights in the delivered product or solution that are wholly or partially manufactured by Packwise, or its partner, and are protected under applicable Danish intellectual property law including, but not limited to, the Copyright Act, the Marketing Act, the Design Protection Act, the Trademark Act, etc., belong to Packwise. This also applies even if the material has been manufactured according to the instructions of the Customer and adapted to his/her needs or wishes.
5.2 — If the Customer wants full or partial ownership, exclusive license or other rights to the material, this requires a separate written agreement to this effect. In addition, the Customer may, by separate agreement, partially transfer the rights to the supplied material if the Customer has contributed significantly with the design, idea for the system or the like. The customer has the right to use all the delivered materials, unless otherwise separately agreed in the purchase agreement. This means that the Customer may use the product, but never copy, reproduce or resell in any way that is contrary to Danish law, see section 5.1. The prohibition of reproduction covers both the Customer's own production and the production carried out by third parties at the Customer's request. Furthermore, the right of use does not include the right to modify the solutions developed by Packwise. Any request by the Customer to take actions that are not covered by the Customer's right of use according to this provision can only be made with the prior written agreement of Packwise.
5.3 — Packwise reserves the right in all cases to use the developed material as a reference for advertising purposes on, for example, but not limited to, Packwise's websites and printed marketing materials.
6.1 — The customer accepts the industry standard tolerances in terms of quality and quantity supplied.
6.2 — The Customer is responsible for its use of products supplied by Packwise.
6.3 — Notwithstanding any advice from Packwise, the Customer is responsible for ensuring that products supplied by Packwise are suitable for the Customer's use. Packwise encourages the Customer to carry out the necessary tests before any product supplied by Packwise is put into use, as Packwise does not of its own accord decide on the legality of marketing or marketability measures of any kind, regardless of the extent to which Packwise has contributed to their design. The customer is thus responsible for the legality of the content and design of the products in both public and private law.
6.4 — Packwise shall not be liable for the Customer's lack of right to reproduce, reproduce, publish writing, graphic design, trademarks, other business signs and other merchandise equipment, including design or anything else that may be subject to third party rights. If the Customer provides material to which the Customer does not own/have the rights, but this right is owned by a third party, Packwise shall be held harmless in all respects including, but not exhaustively, for any legal disputes or other costs related thereto. Packwise reserves the right to disclose information about the Customer to public authorities or third parties.
6.5 — In order to ensure the quality of the delivery, the Customer shall immediately upon receipt of the delivery and before putting into service examine the delivered product for any defects or defects. If the Customer finds errors or defects, they must be reported immediately to Packwise. Packwise is not responsible for any visible defects or defects after the Customer's review and subsequent commissioning of the delivered product. Packwise is also not responsible for errors that the Customer has not corrected in writing in proofs or tests. If the Customer provides files, paper or anything else for the delivery, Packwise is not liable for errors or defects attributable to it.
6.6 — The Customer is entitled to complain for up to 30 days from delivery of any defects or defects in the delivered goods. When complaining about defects, the Customer must provide a detailed written description of the deficiencies found.
6.7 — If, within the period of the complaint, defects in the goods or services supplied can be detected, Packwise undertakes, at its option, to remedy the defect, to replace the defective product, to credit the price of the product or service or to refuse the price.
6.8 — If Packwise offers to exchange the product or remedy the defect, the Customer may not withdraw the purchase or claim compensation as a result of the defect. Packwise is not responsible for delay resulting from replacement or remediation.
6.9 — Packwise's liability is in any respect limited to direct losses, therefore Packwise is not liable for operating losses, loss of profit or other indirect loss, including losses arising from the Customer's legal relationship with third parties. Moreover, Packwise is liable to the customer only for loss or damage caused as a result of gross negligence or intentional acts. In addition, Packwise's liability is limited to the lesser of the following two amounts:
7.1 — Services, including consulting assistance, installation assistance, presentations, training, workshops, etc. are billed at Packwise's hourly rates at all times.
7.1.1 — For hours in excess of normal working hours, overtime is paid, by agreement, equal to the normal hourly rate + 25%.
7.1.2 — Consulting hours are meetings and work of a strategic, advisory or analytical nature, including teaching, workshops, consulting, etc., unless otherwise agreed separately.
7.1.3 — Production hours include, but are not exhaustive, design, development, production, etc., where the work does not have the character of consulting hours.
7.3 — Services are paid according to time and material consumption and are billed on an ongoing monthly basis or at the end of a task.
7.4 — The Customer acquires the same rights to the result of services as the Customer holds to the original material to which the service is linked. Thus, if the service is related to a solution or developed material to which Packwise is the right holder, the Customer acquires no better right to the result of the consultant's services than the Customer has to the product to which Packwise is the right holder.
7.5 In the case of services where there is no written agreement specifying what Packwise is to provide before the services are to be delivered, Packwise guarantees, notwithstanding the provisions of paragraphs 6.2 to 6.9, to perform its deliveries only in accordance with good practice in the advertising industry and requires that named consultants have the stated qualifications, but otherwise assumes no liability for errors or omissions of results — including responsibility.
8.1 — Expenses are paid as a starting point before the start of the project based on a cost estimate.
8.2 — Additional expenses shall be settled by the next invoice or at the completion of the project.
8.3 — All expenses shall be added 10% (but not less than DKK 20 per expenditure voucher) to administrative and delivery costs.
9.1 — Neither party shall be entitled to compensation or to terminate the agreement in the event of non-performance if this is due to circumstances beyond the control of that party and which should not have been taken into account when the agreement was concluded (force majeure). Force majeure includes, inter alia, labour disputes, war, military convocations, blockades, blockades, political disturbances, state intervention of any kind, lack of motive power or circumstances, pandemics or epidemics, as well as other circumstances beyond Packwise's control and affecting Packwise's ability to fulfil its delivery obligations.
10.1 — These Terms and Conditions and their interpretation are governed by Danish law. Any dispute (disagreement or any intermediary) between the Customer and Packwise shall be settled by the court of the jurisdiction that constitutes Packwise's registered office.
11.1 — In the event of a doubt as to the interpretation of these Terms, the Danish version shall prevail over the English, German and Swedish translations.
We periodically receive inquiries from customers who ask about the fact that we reserve the copyright for the developed design/solution/product.
This is normal industry practice and is unproblematic, as you as a customer have the right to use the developed design/solution/product. With the right of use, however, you have not the right to reproduce, resell and/or redistribute the developed solution.
If you have plans for redistribution, further development, etc., please talk to us about how we can meet these needs.
