Sales and delivery conditions for services

Usage

1. Application: The following General Terms and Conditions of Sale and Delivery ("Terms") apply to all offers, order confirmations and any deliveries and agreements by and with Cinematronic ApS (hereinafter "Cinematronic"), CVR number 43033905, regarding the sale and delivery of services within quality assurance and analysis of user experiences to business customers. This is also the case even if the Buyer (hereinafter referred to as the Buyer) refers to its own terms and conditions, as these will be waived upon accession to these terms and conditions.​​​
    

Basis of agreement​

1. Agreement basis: ​The Terms, together with Cinematronic's offers and order confirmations/purchase agreements, constitute the entire contractual basis for Cinematronic's sale and provision of services to the Buyer (the "Contractual Basis"). The Buyers terms and conditions of purchase printed on orders or otherwise communicated to Cinematronic do not form part of the Basis of Contract unless expressly attached to the order confirmation/purchase agreement.

2. Amendments and supplements: Amendments and supplements to the Agreement are only valid if the parties have agreed to them in writing.

3. Legal status: Each party must immediately notify the other party if it changes its legal personality, goes into bankruptcy or receivership or is voluntarily wound up.
    

Services​

1. Standard: The services that Cinematronic sells and provides to the Buyer are performed as a good and acknowledged quality. Any data and analysis prepared and obtained by Cinematronic shall be owned equally by Cinematronic, as well as the rights to use such analysis and studies in other contexts in an anonymized form, without any compensation to the Buyer.​

2. Buyer's participation: The Buyer shall provide Cinematronic with access to personnel and information to the extent necessary to perform the Services.

3. Legislation and standards: Cinematronic is not responsible for the compliance of the Services with any legislation or standards or for their fitness for any particular purpose, unless otherwise agreed by the parties in writing.
    

Price and payment​

1. Price: ​The price for the services follows Cinematronic's price list in force at the time Cinematronic confirms the Buyer's order, unless the parties have agreed otherwise in writing. All prices are exclusive of VAT and any government taxes.

2. Driving: Driving in Cinematronic's own vehicles in connection with the performance of the Services shall be reimbursed by the Buyer at the rates established from time to time by the State. 

3. Expenses: Expenses for board and lodging, etc. in connection with the performance of services shall be reimbursed by the Buyer at cost.

4. Payment: Payment for services and goods supplied is due within 30 days of the issue of the invoice. This also applies to any partial or successive deliveries, unless the parties have agreed otherwise in writing. For orders exceeding DKK 50,000, Cinematronic reserves the right to invoice 25% of the order amount à conto upon commencement of the works.
    

Delayed Payment​

1. General: ​Postponement or delay in payment cannot be made without the express written consent of Cinematronic. Likewise, complaints do not justify a delay or postponement in payment. Failure to comply with the payment date entitles Cinematronic to immediately stop further deliveries of services or goods and to demand immediate payment of any amount due (due and undue). The Buyer does not have the right to withhold payments or make offsets.

2. Pension: In case of late payment, Cinematronic is entitled to charge default interest of 2% per month commenced after the due date, as well as the usual reminder and collection fees in accordance with the applicable legislation.

3. Repeal: If the Buyer fails to pay an overdue invoice for services within 14 days after having received a written demand for payment from Cinematronic, Cinematronic shall, in addition to the interest according to paragraph 1. 5.2, to: (i) cancel the sale of the Services to which the delay relates; (ii) cancel the sale of Services not yet delivered to Buyer or require prepayment thereof; and/or (iii) exercise other remedies for default.
    

Offers, orders and order confirmations​

1. Offers: Cinematronic's offers are valid for 10 days from the date of the offer, unless otherwise stated in the offer. Acceptance of offers received by Cinematronic after the expiry of the acceptance period shall not be binding on Cinematronic unless Cinematronic notifies the Buyer otherwise.​

2. Orders: The Buyer shall at all times submit a request for quotation, after which Cinematronic will forward the order to the Buyer for the Services. An Order will contain the following information for each Service Order:​​​​

   1. Order number

   2. Service Number

   3. Description of service

   4. Price

   5. Payment terms; and

   6. Delivery date​​​​​

3. Order confirmations: Cinematronic aims to send confirmation or rejection of an order for services to the Buyer in writing within 5 working days of receipt of confirmation of the order. Confirmations and rejections of orders must be in writing to bind Cinematronic. There is no right of withdrawal or return once the Buyer has confirmed the order and Cinematronic has started the works.​

4. Change of orders: The Buyer may not change an acceptance of an order placed for Services without Cinematronic's written consent.

5. Inconsistent terms: If Cinematronic's confirmation of an order for Services does not match Buyer's order or the Agreement Basis and the Buyer does not wish to accept the inconsistent terms, the Buyer must notify Cinematronic in writing within 2 business days of receipt of the order confirmation. Otherwise, the Buyer is bound by the order confirmation.
    

Delivery​

1. Delivery time: Cinematronic will deliver the Services no later than the time stated in Cinematronic's order confirmation. Cinematronic has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.​

2. Place of delivery: Delivery of products is made from Cinematronic's place of business: Niels Jernes Vej 10, 9220 Aalborg Øst, and further shipment to the Buyer is at the Buyer's expense and risk. This also applies if the cost of transport should be handled by Cinematronic. If Cinematronic incurs freight charges for the Buyer, these may be invoiced separately upon final settlement. In case of delay by Cinematronic, the Buyer must complain immediately and the Buyer can only cancel the purchase if delivery has not taken place within 30 days after the Buyer's written demand. The Buyer shall not be entitled to assert any claim other than rescission for late delivery.

3. Study: The Buyer shall examine all Services upon delivery. If Buyer discovers a defect or deficiency that the Buyer wishes to invoke, it must be immediately notified in writing to Cinematronic. If a defect or fault which the Buyer has discovered or should have discovered is not immediately notified in writing to Cinematronic, it cannot be subsequently claimed.
    

Delayed delivery​

1. Notification: If Cinematronic expects a delay in the delivery of the Services, Cinematronic will inform the Buyer, stating the reason for the delay and the new expected delivery time.​
    

Guarantee​

1. Guarantee: Cinematronic guarantees that services are free from material defects in workmanship for 6 months after delivery.​

2. Expectations: Cinematronic's warranty does not cover defects caused by:​

   1. Normal wear and tear,

   2. Use contrary to Cinematronic's instructions or common practice or for non-contractual purposes,

   3. Repair or modification by anyone other than Cinematronic; or

   4. Other matters for which Cinematronic is not responsible.

3. Notification: If the Buyer discovers a defect or fault during the warranty period which the Buyer wishes to invoke, it must be immediately notified to Cinematronic in writing. If a fault or defect which the Buyer discovers or should have discovered is not immediately notified to Cinematronic in writing, it cannot be subsequently claimed. The Buyer shall provide Cinematronic with the information requested by Cinematronic concerning a notified defect or fault.​

4. Study: Within a reasonable time after Cinematronic has received notice from the Buyer of a defect or fault and investigated the claim, Cinematronic will notify the Buyer whether the defect or fault is covered by warranty.

5. Remedy: Within a reasonable time after Cinematronic has given notice to the Buyer under clause. 9.4 that a defect or fault covered by warranty, Cinematronic shall remedy the defect or fault.

6. Repeal: If Cinematronic fails to remedy a defect covered by warranty within a reasonable time after Cinematronic has given notice to the Buyer under clause 9.4, which is beyond the Buyer's control, and if the defect is not remedied within a reasonable time of at least 30 days, the Buyer may cancel the order(s) affected by the defect without written notice to Cinematronic. The Buyer shall have no other rights in respect to defects or deficiencies in the Services other than those expressly set out in clause 9.
    

Responsibility​

1. Responsibility: Each party shall be liable for its own acts and omissions under applicable law, subject to the limitations set forth in the Agreement.​

2. Limitation of Liability: Notwithstanding any terms to the contrary in the Agreement, Cinematronic's liability to the Buyer per calendar year shall not exceed in the aggregate 85% of the net sales of Services invoiced by Cinematronic to the Buyer in the immediately preceding calendar year. Cinematronic shall be liable, subject to the limitations set forth in paragraph 10, only for losses Cinematronic causes to the Buyer as a result of its gross negligence or willful misconduct. The Buyer's claim for damages shall lapse unless it is asserted within 1 month after the time when the Buyer has or should have ascertained its claim for damages.

3. Indirect losses: Notwithstanding any terms of the Agreement to the contrary, Cinematronic shall not be liable to the Buyer for any indirect loss, including (without limitation) loss of business, loss of production, loss of profits, daily penalties or consequential damages.

4. Force majeure: Any delivery time quoted by Cinematronic is estimated only and Cinematronic shall not be liable for the consequences of any delay which is beyond Cinematronic's control. This includes, but is not limited to, strikes, lock-outs, pandemics, war, transportation accidents and any other form of force majeure (not exhaustive). The buyer is not entitled to cancel the order and no compensation will be paid as a result of late delivery.
    

Intellectual property rights​

1. Property Law: The full ownership of all intellectual property rights arising in connection with Cinematronic's performance of the Services, including patents, designs, trademarks and copyrights, data provided belongs to Cinematronic.​

2. Violation: Cinematronic shall not be liable for infringement of third party intellectual property rights by the Delivered Services, unless the infringement is willful. To the extent Cinematronic is faced with claims of infringement of third party intellectual property rights by the Delivered Services, the Buyer shall indemnify Cinematronic, unless the infringement is willful.
    

Privacy​

1. Disclosure and use: ​The Buyer shall not transfer, use or enable others to use Cinematronics trade secrets or other information of any kind not in the public domain.
   All information provided to Cinematronic by the Buyer will be treated under full confidentiality, and all Cinematronic employees are subject to confidentiality.

2. Protection: The Buyer shall not improperly obtain or attempt to obtain knowledge or access to Cinematronic's confidential information as described in clause 12.1. The Buyer shall handle and store the information in a responsible manner to prevent its unintended disclosure to others.

3. Duration: The parties' obligations under clause 12.1-12.2 shall apply during the cooperation of the Parties and for an unlimited period of time after the termination of the cooperation, irrespective of the reason for the termination.
    

Product responsibility​

1. Product responsibility: ​In the event of claims against Cinematronic by third parties arising out of Cinematronic's deliveries to the Buyer, the Buyer shall be liable for such claims and the claim against Cinematronic shall be limited to the extent of Cinematronic's product liability insurance.
   Thus, the Buyer shall indemnify Cinematronic if the claim against Cinematronic exceeds the scope of Cinematronic's product liability insurance.
   Cinematronic shall have no liability for loss of business, loss of profits or any other indirect loss.
    

Processing of personal data​

1. Treatment: Cinematronic processes personal data in due observance of the Data Protection Regulation and the law. Information about the Buyer's name, address, e-mail, telephone number, etc. is used only in connection with the Buyer's order, communication and possibly in connection with the preparation of surveys and analyses, etc.​

2. Rights of the data subject: Cinematronic complies with the data subject's rights (including the right of access, rectification, erasure, restriction of processing, objection, data portability, complaint and the right not to be subject to a decision based solely on automated processing, including profiling).

3. Storage and disclosure: Cinematronic keeps the data for as long as is necessary for the purpose for which the data is processed. Cinematronic does not pass on, sell or otherwise transfer information to third parties unless the Buyer has given his consent to this.

4. Contact: If the Buyer wishes information about which data is processed, to have data deleted or corrected, the Buyer can contact
   Cinematronic ApS, Niels Jernes Vej 10, 9220 Aalborg Øst. info@cinematronic.dk
   In addition, please refer in general to Cinematronic's Privacy Policy, which can be found at www.cinematronic.dk.
    

Applicable law and jurisdiction​

1. Applicable law: The cooperation of the parties shall in all respects be governed by Danish law.​

2. Securities: Any dispute which may arise in connection with the cooperation of the parties shall be settled by amicable negotiation. If the Parties are unable to reach an agreement, the dispute shall be settled by the Danish courts having jurisdiction over Cinematronic.