1. Definitions

The following definitions shall apply in these terms and conditions:

"Catalogue" means the catalogue of Supplies (in whatever form, whether paper or electronic or online) in which these Conditions are set out.

"Company" means Farnell Denmark A/S, trading as “Farnell”.

"Conditions" means these terms and conditions.

"Contract" means any contract between the Company and the Customer for the sale of any of the Supplies.

"Customer" means the person(s) or company whose Order for any of the Supplies is accepted by the Company.

"EULA" means shrink-wrap end user licence agreement contained within the packaging of any Software or the click-wrap or web-wrap end user licence agreement which the Customer is required to accept before downloading any Software and expressed to be made between the licensor named within the end user licence agreement and the Customer.

"Goods" means any goods (including any Software) supplied or to be supplied by the Company to the Customer.

"Order" means the Customer’s order for the purchase of any of the Supplies by the Company as set out in the Company’s order form, the Customer’s written acceptance of the Company’s quotation, or placed via telephone, fax, email or the Company’s online ordering facility.

"Services" means any services supplied or to be supplied by the Company to the Customer.

"Software" means any software identified in an Order, which, along with the applicable EULA, shall also reference the scope of use, duration of use and the number of users provided for under any such software.

"Supplies" means any Goods and/or Services.

"Tangible Goods" means any physical Goods supplied or to be supplied by the Company to the Customer (including any Software supplied or to be supplied in CD-ROM or on a USB stick or other similar tangible form).

"VAT" means United Kingdom value added tax or any similar sales tax imposed and applicable in any other jurisdiction.

• Any reference within these Conditions to:
  1. "in writing" includes electronic communications;
  2. and"despatch" or "despatching" means (i) in the case of any Tangible Goods, the time that such Tangible Goods are sent by the Company for delivery to the Customer by any form of carriage and(ii) in the case of any Software provided by the Company electronically for download by the Customer, the time that such Software is made available to the Customer to download and use in accordance with the applicable EULA.

2. Business customers

The Company is a business-to-business distributor. The Catalogue and other product brochures produced by the Company are intended for use by business customers and not consumers (meaning individuals acting wholly or mainly outside of their business).. By ordering, the Customer confirms that they wish to obtain the Supplies for the purposes of their business and not as a consumer.

3. Conditions

• All Orders are accepted by the Company subject to and in accordance with these Conditions. In the event that the Company sends promotional material to the Customer in relation to Supplies available from the Company, these Conditions shall apply to all Supplies purchased from such material. The Company does not recognise any terms and conditions that conflict with, deviate from or supplement these Conditions including any attempt to introduce alternative Customer terms unless expressly agreed in writing by an authorised signatory of the Company. 
• In addition, the Customer agrees to enter into and comply with the EULA which applies to any Software purchased from the Company. These Conditions and, in respect of any Software supplied, the terms and conditions of any applicable EULA, override and exclude any terms or conditions in or referred to in any negotiations or course of dealing between the Company and the Customer or set out in these Conditions or any other document produced by the Customer.
• The advertising of Supplies in the Catalogue is not an offer capable of acceptance; it merely constitutes an invitation by the Company for the Customer to make an offer to purchase products. The Company’s' acceptance of the Customer's Order will take place at the earlier of the date when the Company confirms acceptance of an Order (a) explicitly to the Customer in writing (and not simply confirming receipt of a Customer’s Order) or (b) implicitly by despatching the Supplies, at which point a contract will come into existence between the Company and the Customer. Any failure by the Company to respond to a Customer request for an Order within 2 weeks of it being requested shall automatically result in such Order request being declined.  
• If there is any conflict between:
  1. the other provisions of a Catalogue and these Conditions; or
  2. the provisions of any Order and these Conditions,

then these Conditions will prevail unless the Company agrees otherwise in writing.

• If there is any conflict between the provisions of any applicable EULA and these Conditions, these Conditions will prevail in relation to (i) the manner in which the Customer may order copies of any Software, (ii) the obligations of the Customer to pay for any Software and (iii) the Company’s liability to the Customer in respect of any Software. The scope of the Customer’s right to use any Software and the Customer’s rights and remedies against the owner of any Software in relation to the functionality of such Software shall be as set out in the applicable EULA and any claim made by the Customer in relation to the use or functionality of any Software provided by the Company to the Customer will be under the applicable EULA.
• Together with any terms accepted by the Company in connection with an Order these Conditions constitute the entire agreement between the Company and the Customer in relation to any of the Supplies ordered. No variation to these Conditions is permitted unless expressly authorised in writing by a director of the Company.

4. Customer accounts

1. A Customer wishing to open a credit account must furnish such information as may be requested by the Company and the Company may make a search with a credit reference agency or third party due diligence partner at any time before or after an account is opened. The Company reserves the right in its absolute discretion to grant, refuse or discontinue any account or credit facilities or reduce or suspend any credit limit at any time.
2. Where the law requires a minimum age for the purchase of certain Goods, the Customer confirms that they are over the required age and that delivery of the Goods will be accepted by a person over the relevant age limit.

5. Orders and Cancellations

1. The Company reserves the right to decline to trade with any company or person. 
2. The Company also reserves the right to cancel an Order without liability at any time before delivery due to stock unavailability for whatever reason or supplier/manufacturer led price increases or any pricing error. 
3. Once accepted, no Order may be cancelled by the Customer without the prior written agreement of an authorised representative of the Company.  Any cancellation initiated by the Customer after the Order has been despatched will be subject to the terms of 'Returns’ under Condition 12. 
4. Without limiting Condition 5.3, Orders for Goods which are (a) sold as non-cancellable and non-returnable (NCNR), (b) not included in the Catalogue, (c) non-stock items or (d) customised order Goods, may not be cancelled or returned by the Customer. 
5. The Company may, upon request, prepare and supply quotations for the procurement of Goods which are not included in the Catalogue and as such will be treated as special procurement. Separate terms and conditions of sale may apply to all transactions and services relating to such special procurement in addition to these Conditions and shall take precedence and prevail in the event of any conflict.

6. Description

1. All specifications, drawings, illustrations, descriptions and particulars of weights, dimensions, capacity or other details including, without limitation, any statements regarding compliance with legislation or regulation (together “Descriptions”) wherever they appear (including without limitation in the Catalogue, on data sheets, application notes, despatch notes, invoices or packaging) are intended to give a general idea of the Supplies, but will not form part of the Contract.
2. If the Description of any Goods differs from the manufacturer’s description, the latter shall be deemed to be correct. The Company shall take all reasonable steps to ensure the accuracy of Descriptions but relies on such information, if any, as may have been provided to it by its suppliers and, subject to Condition 28.1, accepts no liability in contract or tort or under statute or otherwise for any error in or omission from or failure to comply with such Descriptions whether caused by the Company’s negligence or otherwise. The Company or the manufacturer / supplier of the Goods may make changes to the Supplies as part of a continuous programme of improvement or to comply with legislation. Without prejudice to Condition 6, Customers are recommended to check the Company’s website for the latest Descriptions of the Goods, in particular, but without limitation, with regard to statements regarding RoHS.

7. Delivery

Delivery of Tangible Goods

• The Company may use any method of delivery available to it. The Company's delivery dates are estimates only and subject to the Company's timely receipt of the Supplies. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. The Customer shall accept any partial or delayed delivery. The Customer may not cancel any other Orders or deliveries based on delayed delivery of any part of an Order. Any rejection of delivery of Goods outside reasons permitted under these Conditions may render the Customer liable to an administration charge in addition to any other rights available to the Company.
• Where Tangible Goods ordered are not included in the Catalogue or are non-stock or out of stock items or are customised order Goods, it may not be possible for the Company to arrange same day despatch but the Company will make reasonable endeavours to notify the Customer of the lead times for such Tangible Goods, where known.

Scheduled Delivery Order Arrangements

• The Customer may request delivery or performance by instalments for future dated deliveries (“Scheduled Delivery Orders”) and understands that such Scheduled Delivery Order will be made on a non-cancellable and non-returnable basis. Scheduled Delivery Orders that exceed 90 calendar days from the date of the Order are subject to availability of such stock at the date of intended delivery. The Company reserves the right to deliver or perform by instalments. Failure to meet a delivery or performance date where deliveries or performance are by instalments shall not prevent or restrict the Company from making further deliveries or rendering subsequent performance under the relevant Contract by instalments.
• Delivery will be made to the address specified by the Customer subject to trade compliance rules, laws and regulations. The Company reserves the right to arrange delivery of any Tangible Goods directly from the manufacturer or supplier of those Tangible Goods to the Customer.

Delivery of Software Electronically by Download

• In the case of any Software provided by the Company electronically for download by the Customer, following receipt of payment in cleared funds in full by the Company (or following the Customer’s purchase of any Software pursuant to the terms of an existing credit agreement between the Customer and the Company), and subject to the Company’s completion of any necessary credit, anti-fraud or compliance checks or procedures, the Company will send to the Customer’s email address (as specified by the Customer at the time the Order was placed) an email containing (i) a hyperlink by which the Software can be accessed and (ii) instructions enabling the Customer to activate the Software.
• BY PLACING AN ORDER FOR ANY SOFTWARE PROVIDED ELECTRONICALLY FOR DOWNLOAD BY THE COMPANY THE CUSTOMER IS AGREEING TO USE SUCH SOFTWARE IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THE APPLICABLE EULA FOR THAT SOFTWARE.

Delivery of All Goods

• The Company may use any method of delivery available to it. The Company's delivery dates are estimates only and subject to the Company's timely receipt of the Supplies. The Company will use reasonable endeavours to meet delivery and/or performance estimates but, except as set out in Condition 8 below, in no circumstances shall it be liable to compensate the Customer for non-delivery, non-performance or late delivery or performance. The Customer shall accept any partial or delayed delivery. The Customer may not cancel any other Orders or deliveries based on delayed delivery of any part of an Order. Any rejection of delivery of Goods outside reasons permitted under these Conditions may render the Customer liable to an administration charge in addition to any other rights available to the Company.
• Time for delivery and/or performance will not be of the essence and the Company reserves the right to delay despatch for a number of reasons, including to perform any necessary credit or anti-fraud checks or procedures or to ensure that payment in full has been received in cleared funds. Where despatch is delayed for such reasons, the Company will use reasonable endeavours to inform the Customer.

8. Inspection, defects and non-delivery

1. The Company will not be liable for any non-delivery or partial delivery of Goods or non-performance or partial performance of Services unless written notice is given to the Company  without undue delay and in any case damages caused as a result of the transportation process must be reported within 5 calendar days of the date when Goods should have been delivered or the Services performed in the ordinary course of events. Subject to Conditions 8.2 and 28.1, the liability of the Company in relation to this Condition (including where caused by negligence) will be limited (subject always to the Company’s option) to delivering the missing Goods or performing the non-performed Services within a reasonable time or to refunding the price paid in respect of the missing Goods and/or non-performed Services.
2. The Customer must inspect any Goods as soon as is reasonably practicable after delivery or, in the case of Services, performance. The Company shall not be liable for any defect in any of the Supplies unless written notice is given to the Company without undue delay and in any case within 5 calendar days of the date of delivery. Subject to Conditions 8.2 and 28.1, the liability of the Company in relation to this Condition (including where caused by negligence) will be limited (subject always to the Company’s option) to replacing the defective Goods or re-performing the defective Services within a reasonable time or to refunding the price paid in respect of such defective Goods and/or defective Services
3. The quantity of any:
   1. consignment of Tangible Goods, as recorded by the Company upon despatch from the Company’s place of business; or
   2. Software provided by the Company electronically for download by the Customer, as recorded by the Company upon despatch, shall be conclusive evidence of the quantity received by the Customer on delivery, unless the Customer can provide evidence to the contrary that is reasonably satisfactory to the Company.
4. The Company does not write the Software or any software comprised in the Goods and it is the Customer’s responsibility to check for the presence of computer viruses before the Goods are used.

9. Risk and ownership

Risk in the Goods

• Unless otherwise agreed, the risk of damage to or loss of Goods will pass to the Customer:
  1. in respect of Tangible Goods, when the Tangible Goods are handed either to the Customer’s own appointed carrier at the Company’s premises or are unloaded from the Company’s appointed carrier at the Customer’s premises; and
  2. in respect of any Software provided electronically for download by the Customer, the time that such Software is made available to the Customer to download and use in accordance with the applicable EULA.

Title in the Goods

• Subject to Condition 9.3 below, ownership of the Goods shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums due from the Customer to the Company on any account whatsoever. Until ownership passes to the Customer, the Customer must hold such Goods on a fiduciary basis as the Company’s bailee. If payment is not received in full by the due date, or the Customer passes a resolution for winding up or a court shall make an order to that effect, or a receiver or administrator is appointed over any assets or the undertaking of the Customer or an execution or distress is levied against the Customer, the Company shall be entitled, without previous notice, to retake possession of the Goods and for that purpose to enter upon any premises occupied or owned by the Customer.
• Title in any Software, including any software program forming all or any part of the Goods, is reserved to the Company and/or its suppliers and shall not pass to the Customer.

10. Prices

1. Prices for Supplies are in Danish Krona and are exclusive of VAT and any freight or other charges, levies or tariffs. Where the Company agrees to trade in Euros or US Dollars, it will specify an exchange rate for each Order. The Company has used all reasonable endeavours to ensure that prices for Supplies are accurately set out in the Catalogue but reserves the right to change its prices without notice at any time before the Contract is concluded. Subject to Condition 5.2, Prices charged will be those prevailing when an Order is confirmed other than in relation to Scheduled Delivery Orders (which has the meaning given in Condition 7.3) in respect of which the scheduled deliveries continue for a period of 90 calendar days or more from the date the Order is confirmed, in respect of which the Company reserves the right to charge the Customer the price prevailing at the date of delivery. Further, the Company reserves the right to charge an administration fee for processing Orders placed via telephone or email or post (i.e. offline) such administration fee if chargeable will be set out in the Delivery information section of the Company website.  
2. Where any Supplies are provided by the Company to the Customer that are subject to VAT, the Customer shall pay an amount equal to such VAT (in addition to any other consideration payable by the Customer) to the Company and the Company shall (where required by applicable laws) issue an appropriate VAT invoice to the Customer. 
3. Orders for Goods are usually accepted in accordance with Condition 3.3.  However, such acceptance will not be acceptance where the price for the Supplies has been incorrectly quoted or referenced by the Customer in its Order or by the Company and the pricing error could have reasonably been recognised by the Customer as a mispricing.

11. Payment

1. The Customer is obliged to pay the invoice within 14 days net unless otherwise stated. Orders under 580 kr. (excl. VAT) will be charged 115 kr. in shipping for standard UPS packages.
2. In case of non-payment, the Company reserves the right to:
3. Cancel the order or suspend future deliveries.
4. Dedicate any payment to goods (or goods supplied from any other order between us) as the Company deems fit.
5. Invoice interest
6. If the FIK number is not used in connection with payment, the Company reserves the right to charge a fee for future invoices.
7. In case of late payment, a reminder fee will be charged.
8. The Company reserves the right to hold further orders or cancel them until it has received confirmation of payment of the invoice by the Customer to its account. Invoices will be sent electronically only to the email address provided during the account application process. This can be changed by contacting the Company’s Accounts Receivable department (contact details can be found on the invoice). Paper copies will not be offered.
9. The Company reserves the right to charge for ecopy invoices or credit notes at the rate of 10 kr. per copy where the original has been lost or misplaced by the Customer. If legal or debt recovery action is taken to recover monies due to the Company, then the Company reserves the right to charge the Customer an administration fee to cover all and any costs incurred in addition to any legal or debt recovery fees and costs incurred.

12. Returns

1. Subject to the provisions of Condition 12 and Condition 13, and Condition 22, the Company operates a strict discretionary 21 calendar day of despatch return policy.
2. Prior to returning any Goods to the Company for any reason, the Customer must contact the Company for approval (which shall be at the strict discretion of the Company) and to obtain a returns material authorisation number (‘RMA’).
3. All Goods accepted by the Company for return must be received by the Company within 21 calendar days of original despatch.
4. All Goods under this Condition 12 are returned at the Customer’s risk and expense and must be undamaged, unused and in their original packaging (if applicable) and original condition which will enable such Goods to be immediately fit for re-sale. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
5. The Customer must return Tangible Goods to “The Returns Department, Farnell Unit 3, Logic Leeds, Skelton Moor Way, Halton, Leeds, LS15 0BF, United Kingdom” clearly quoting the returns material authorisation number (RMA), Customer’s account number and Order number on the outside of the package otherwise the return will not be recognised and rejected. Furthermore, the Customer shall bear the responsibility of the cost of any loss in transit or recovery of such Goods
6. Any Goods returned under this Condition 12 will be subject to a minimum restocking fee as set out on the returns information section of the Company’s website from time to time.
7. Subject to Condition 13 below:
   1. Tangible Goods that consist of Software or are specially constructed or contain any of the hazardous substances referred to in Directive 2002/95/EC on the Restriction of the Use of Certain Hazardous Substances in Electrical or Electronic Equipment (‘RoHS’);
   2. any Goods which are NCNR or calibrated products, or not included in the Catalogue or are non-stock items or are customised order Goods;
   3. any static-sensitive Goods or moisture sensitive components supplied in sealed packaging in which the blister or protective packaging they are supplied in has been opened, tampered with or damaged;
   4. any goods with date and/or lot code information which does not match the original pick label/packing slip, or which have been opened, tampered with or damaged;
   5. any Software provided in a physical format by the Company that has been unsealed by the Customer; and
   6. any Software provided electronically for download by the Company,

may not be returned under Condition 12.

13. Not Used

14. Not Used

15. Country of origin

Unless otherwise confirmed by the Company in writing, nothing in the Catalogue is to be taken as representation of the source of origin, manufacture or production of the Goods or any part of them.

16. Export

1. Separate Conditions of Supply apply to export transactions and are available on request from the Company’s export department. The Customer is responsible at its own expense for obtaining any licence and complying with any export regulations in force within the United Kingdom and in the country for which the Goods are destined.
2. Certain Goods imported from the United States of America by the Company are subject to specific restrictions. With respect to goods manufactured in or originating from the United States, the Customer agrees to comply with all applicable export laws, restrictions and regulations of the United States or foreign agencies or authorities and shall not import, export or transfer for the purpose of re-export, any product to any prohibited or embargoed country or to any denied, blocked, or designated person or entity as mentioned in any such U.S. or foreign law or regulation. The Customer represents and warrants that it is not on the Denied Persons, Specially Designated Nationals or Debarred Persons List and is not otherwise prohibited by law from purchasing the Supplies.
3. Classifications of product for export purposes, including ECCN and Harmonised Tariff codes, are drafted for internal use by the Company only. Such information is provided by the Company in commercial good faith based on the information available to it at the time of compilation. The Company makes no warranty or representation that such information is up to date or correct and, subject to Condition 28.1, shall not be liable to the Customer (including where caused by negligence) for any form of loss or damage suffered by the Customer because of reliance upon such information. Use of the information is done at the Customer’s own risk without liability to the Company. The Customer is responsible for making its own investigations and checks to satisfy itself of adherence to all applicable export legislation.
4. The Company reserves the right not to supply certain customers or countries and to require from the Customer full details of the end use and final destination of the Goods.

17. US Stock

• In relation to any contract for the supply of Goods which are notified by the Company to be US Stock or Newark direct ship Goods or subject to the US Stock or Newark direct ship terms (“US Stock Goods”), the provisions of Condition 17 shall apply in addition to all other terms and conditions set out in these Conditions. If there is any conflict or inconsistency between the terms set out in these Conditions and Condition 17, Condition 17 shall prevail. Condition 17 does not apply to any Contract which does not include US Stock Goods.

Delivery

• All Orders containing US Stock Goods are subject to an additional delivery charge in the amount published by the Company at the time of the Order on the delivery information section on the Company’s website from time to time (“the US Stock Fee”). In some circumstances (depending on the size and weight of the item(s), as well as the speed and/or dates of delivery required) the US Stock Fee may be higher and in such circumstance, an updated US Stock Fee (payable by the Customer) will be confirmed by the Company prior to shipping. The Customer will have the right to cancel the Order, prior to the shipping of the relevant Goods should the US Stock Fee be higher than that stated on the delivery information section on the Company’s website from time to time. However, once the delivery of the Goods has been shipped, those Goods will be deemed non-cancellable and non-returnable. US Stock Goods are normally delivered 3 working days after receipt of an Order received prior to 6 pm on a working day. US Stock Goods ordered after 6 pm on a working day or on a non-working day are normally delivered 4 working days after the next working day following receipt of the Order. This is regardless of the delivery method chosen during the Order process (which shall continue to apply to all other Goods ordered). The special same or next day delivery service does not apply to US Stock Goods. All delivery times set out in Condition 17 are estimates only.

Cancellation and returns

• Save in accordance with Condition 13 above, all orders for US Stock Goods, whether single drop or scheduled, are irrevocable and cannot be cancelled and US Stock Goods may not be returned except in accordance with Condition 13 or 22 (if applicable) or with the prior written consent of a director of the Company.

Use of personal data in relation to US Stock Goods

• In order to fulfil any Contract for US Stock Goods the Company will transfer the personal data of the person to whom the Goods are to be delivered to the USA. In placing any Order for US Stock Goods, the Customer accepts that this transfer will take place and consents to its taking place, even though the USA does not provide the same level of protection to personal data as the UK or EU. The Company will endeavour to ensure that the personal data will receive an adequate level of protection while in the hands of its representatives in the USA. Where the personal data relates to another individual to whom the Goods are to be delivered, the Customer agrees that he or she has the authority of that individual to consent on their behalf. The Customer can withhold or withdraw his or her consent by email at ukdpo@farnell.com or by writing to the Company at Farnell, Marketing, Canal Road, Leeds, West Yorkshire, LS12 2TU, United Kingdom but this will severely curtail the service which the Company can offer and may require the Company to vary the terms of the Contract.

18. ProductWatch and Farnell ProductFind

1. The Customer acknowledges that these services are, as at the date of these Conditions, provided free of charge. Without limiting the generality of Condition 28:

1. in relation to ProductWatch:
   1. the Company will make all reasonable efforts to inform the Customer of the pending obsolescence or replacement of any Goods but, subject to Condition 28.1, accepts no liability (including where caused by negligence) for failing to do so in a timely manner or at all, nor for failing to provide details of possible or appropriate substitutes or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods suggested are suitable for the Customer’s intended use and no representations or warranties are provided in this regard.
2. In relation to Farnell ProductFind:
   1. the Company will make all reasonable efforts to assist the Customer in identifying and/or procuring suitable Goods but, subject to Condition 28.1,  accepts no liability (including where caused by negligence) for failing to do so in a timely manner or at all nor for failing to source possible or appropriate Goods or for failing to provide the service in the manner or at the times anticipated. It is the responsibility of the Customer to determine whether the Goods are suitable for the Customer’s intended use and no representations or warranties are provided in this regard.

19. Electronic Data Interchange (EDI) 

If any part of the purchase and sale of Supplies, including Customer's NCNR acknowledgment or demand forecast, uses EDI, the Customer's internal portal, third party portal or any other electronic means ("Electronic Purchase Order"), these Conditions will continue to apply to the purchase and sale of Supplies between the Customer and the Company. The Customer's acceptance of the Company's acknowledgment request or the Company's specification of details with respect to Electronic Purchase Orders via writing, email or other EDI is binding on Customer.

20. API

Any materials, software and other applications, information, content, or services provided by the Company in association with the access and use of the Company´s Application Programming Interface (“API”), is collectively referred to as the “Company´s API Services”. By accessing or using the Company’s API Services, the Customer is agreeing to:

1. The Terms of Use for API’s; and
2. These Conditions.

21. Performance and fitness for purpose

1. Unless any performance figures, tolerances or characteristics have been specifically and expressly warranted by a director of the Company in writing and subject to Condition 28.1, the Company accepts no liability for any failure of any of the Supplies to comply with such criteria, whether attributable to the Company’s negligence or otherwise.
2. The responsibility for ensuring that Supplies are sufficient and suitable for a particular purpose is the Customer’s, unless specifically stated in writing by a director of the Company. Any advice or recommendation given by an employee of the Company which is not confirmed in writing by a director of the Company is acted on entirely at the Customer’s risk and the Company shall not be liable for any such advice or recommendation which is not so confirmed.
3. Except as set out in Condition 28.1, the liability of the Company to the Customer, whether attributable to the Company’s negligence or otherwise, should any warranty, statement, advice or recommendation confirmed in accordance with Condition 21 prove to be incorrect, inaccurate or misleading (the “Inaccurate Statement”), will be limited to the refund of the price paid for any part of the Supplies about which the Inaccurate Statement was made or, at the Company’s option, the supply of replacement Supplies which are sufficient and suitable.

22. Warranty/Guarantee

1. The Company will endeavour to transfer to the Customer the benefit of any warranty or guarantee given by the manufacturer of Goods. In addition, subject to this Condition 22, the Company will, free of charge, repair or, at the Company’s option, replace or refund Tangible Goods (where the Company has despatched Goods not corresponding with the Order a replacement will occur).  or, in the case of Services, the Company will re-perform Services which are proved to the reasonable satisfaction of the Company to have not been performed with reasonable care and skill. However, this obligation will not apply:
   1. if the Goods conform to the specifications stated by the manufacturer in its published data sheet for such Goods;
   2. if the defect arises because the Customer has altered or repaired such Goods without the written consent of the Company;
   3. if the defect arises because the Customer did not follow the manufacturer’s instructions for storage, usage, installation or maintenance of the Goods;
   4. if the Customer has failed to notify the Company of any defect in accordance with Condition 8 where the defect should have been reasonably apparent on reasonable inspection;
   5. if the Customer fails to notify the Company of the defect or error within 12 months (or such other period as the Company shall specify on the product web page or at the time of acceptance of the Order for the Supplies) of the date of despatch of the Goods or performance of the Services even if the claimed date of inspection occurs after this period; or
   6. if a defect could reasonably not have been detected by the Company or could only have been detected with a commercially disproportionate amount of effort.
2. Software programs are supplied on the strict understanding that the Company does not warrant their function to be free from defects or error and any claim made by the Customer in relation to any alleged defects or error or maintenance or support or updates or lack thereof in any Software provided by the Company to the Customer will be governed under the applicable EULA and must be made against the licensor under the EULA.
3. Any replacement Supplies provided or Goods repaired under Condition 22 will be provided with a warranty on the same terms for any unexpired portion of the period of warranty given on the original Supplies. Any Goods which have been replaced will belong to the Company.
4. The Customer grants to the Company and its employees, agents and representatives a right to enter onto its premises to effect any repair or replacement under Condition 22. The Customer shall ensure that the Company’s employees, agents and representatives are provided with a safe and secure working environment while at its premises and the Customer shall be responsible for isolating any computers or processors requiring repair or replacement from its network and for making backup copies of any information on such computers or processors before the arrival of the Company’s employees, agents or representatives on the Customer’s premises.
5. Prior to returning any Goods to the Company under this Condition 22, the Customer must contact the Company for approval and to obtain a returns material authorisation number (‘RMA’).
6. All Goods under this Condition 22 will be returned at the Customer’s risk and where possible in their original packaging. The Customer is responsible for returning Goods to the Company and for providing proof of delivery of such return.
7. Where the Customer returns Goods alleged to be defective otherwise than in accordance with this Condition 22 then the Company may refuse such Goods and return them to the Customer at the cost of the Customer and the Customer may also be liable for and costs incurred by the Company for testing and any other ancillary costs in relation to the return.
8. Except as set out in Condition 28.1 below and Condition 8 above, Condition 22 is the Company’s sole obligation and the Customer’s sole remedy for defective Supplies and is accepted by the Customer in substitution for all express or implied terms, representations, conditions or warranties, statutory or otherwise, including as to the satisfactory quality, fitness for purpose or performance of the Goods (or any materials used in connection therewith) or the standard of workmanship of the Services and all such terms, representations, conditions and warranties are excluded.
9. No support and maintenance services in respect of any Software will be provided by the Company to the Customer except those specifically referred to in the Order for such Software.

23. Prohibited Applications

The Goods are not designed, authorised or warranted to be suitable for use in anti-personnel landmines, nuclear facilities or weapons, chemical or biological weapons, missile technology, space or aircraft or air traffic applications, life support or life sustaining equipment, surgical implantation equipment, automotive use, or for any other purpose where the failure or malfunction of the Goods could reasonably be expected to result in personal injury, death, severe property or environmental damage. Use or inclusion of the Goods in any such equipment, system or applications is strictly prohibited (unless the Company agrees in writing that such prohibition does not apply to a particular product) and any such use will be at the Customer’s own risk and, subject to Condition 28.1, any warranty or liability of the Company or its suppliers in the supply chain is excluded whether attributable to the Company’s negligence or otherwise. The Customer will indemnify the Company, its affiliates and its suppliers in the supply chain against any and all liability and expense (including costs) resulting from any such prohibited inclusion or use.

24. Intellectual property rights and Confidentiality

1. The Supplies in a Catalogue may be subject to the intellectual and industrial property rights including patents, knowhow, trademarks, copyright, design rights utility rights, database rights and or other rights of third parties. No right or licence is granted to the Customer, except the right to use the Supplies or re-sell the Goods in the Customer’s ordinary course of business (subject to the Customer at all times complying with the terms and conditions of any applicable EULA in respect of any Software supplied by the Company to the Customer).
2. Subject to Condition 28.1, the Company shall have no liability whatsoever in the event of any claim of infringement of any such rights howsoever arising including where caused by negligence. The Customer is responsible for informing itself of the terms of its licence or use and paying any royalty payable.
3. The Company owns full copyright in respect of the Catalogue and its reproduction in whole or part is prohibited without the Company’s prior written consent.
4. Additional Copyright terms relating to the Company webpages or materials are set out in the Legal and Copyright Section of the Company’s website from time to time.
5. The Customer shall maintain strict confidentiality of, and shall not, without the Company’s prior written consent, disclose to any third party information of a commercial or a technical nature which is clearly identified as being proprietary or confidential by the Company and is furnished in relation to any Order (“Confidential Information”). The Customer shall use the Confidential Information of the Company only for the purpose intended and disclosed by the Company. The Customer shall not be liable for disclosing any Confidential Information if (i) it was known or used by the receiving party prior to the date of such disclosure as evidenced by the receiving party’s written records; (ii) it is in the public domain by reason other than a breach of this provision; (iii) it has legally come into the Customer’s possession through channels independent of the Company; or (iv) it is required to be disclosed by law or legal process. The obligation of confidentiality shall continue for a period of two (2) years after the date of disclosure.

25. Use of Personal Data

The Company processes personal data in accordance with the applicable personal data laws, the terms of its privacy policy  and the consents it has received from each personal data owner. The Company’s privacy policy  outlines how and the purposes for which the Company manages, collects, use and transfers personal data.

26. Recording of telephone calls

The Company reserves the right to monitor, intercept or record telephone calls and may monitor or intercept all email or other electronic communications made to or from its premises for training, security and quality purposes.

27. Environmental, Social and Governance

1. The Company expects the Customer to conduct its business responsibly and in accordance with internationally recognised standards related to occupational health and safety, labour and human rights, environmental protection and support and uphold environmentally responsible practices in the use, management, and disposal of Goods or Services provided.
2. Where applicable, the Customer is responsible for all obligations and liabilities under the European Union’s (i) Waste Electrical and Electronic Equipment Directive (2012/19/EU), (ii) Packaging Waste Directive (94/62/EC) and (iii) Batteries Directive (2006/66/EC), all as amended and all related national implementing measures in force from time to time.

28. Exclusion of Liability

1. Notwithstanding anything to the contrary in any Contract, the Company does not exclude its liability to the Customer:
   1. for personal injury or death arising as a result of the Company’s negligence;
   2. for fraud or fraudulent misrepresentation; or
   3. for any matter which it would be illegal for the Company to exclude or to attempt to exclude its liability.
2. Except as provided in Conditions 8 (Inspection, defects and non delivery), 21 (Performance and fitness for purpose), 22 (Warranty/Guarantee) and 28.1 (Exclusion of Liability), the Company will be under no liability to the Customer whatsoever (whether in contract, tort, (including negligence), breach of statutory duty, restitution or otherwise) for any injury, death, damage or direct loss or indirect or consequential loss  or pure economic loss, loss of profits, loss of business, loss of use, loss of data, computer downtime, depletion of goodwill, business interruption, increased purchasing or manufacturing costs, loss of opportunity, loss of contracts and like loss or for any loss or damage which is not a reasonably foreseeable result of any breach of these Conditions howsoever caused or arising out of or in connection with:
   1. any of the Supplies, or the manufacture, sale, performance or supply or failure or delay in performance or supply of the Supplies by the Company or on the part of the Company’s employees, agents or sub-contractors;
   2. any breach by the Company of any of the express or implied terms of the Contract;
   3. any use made or resale or on-supply of any of the Supplies or any product incorporating any of the Goods or developed using the Supplies;
   4. any acts or omissions of the Company at the Customer’s premises;
   5. any statement made or not made or advice given or not given by or on behalf of the Company, including as to compliance with legislation or regulation; or
   6. otherwise under the Contract.
3. The Company hereby excludes to the fullest extent permissible at law all conditions, warranties and stipulations, express (other than those set out in these Conditions or given in accordance with Condition 21) or implied, statutory, customary or otherwise which but for such exclusion, would or might subsist in favour of the Customer.
4. Save as set out in Condition 28.1 the Company’s total liability in contract, tort, (including negligence), breach of statutory duty, misrepresentation or otherwise shall be limited to repairing or replacing Goods or in the case of Services, re-performing the Services or, at the Company’s option, refunding monies already paid in respect of the Supplies. Each of the Company’s employees, agents and sub-contractors may rely on and enforce the exclusions and restrictions of liability in Conditions 6, 8, 18, 21, 22 and 28 in that person’s own name and for that person’s own benefit.

29. Compliance with Laws

Customer shall comply with all applicable laws, rules, and regulations, including, but not limited to anticorruption laws such as U.S. Foreign Corrupt Practices Act, UK Bribery Act, and local implementation legislation of the OECD Anti-bribery Convention.

30. Force majeure

The Company shall not be liable to the Customer in any manner or be deemed to be in breach of these Conditions because of any delay in performing or any failure to perform any of the Company’s obligations under a Contract if the delay or failure was due to any cause beyond the Company’s reasonable control (which shall include, but not be limited to an act of God, epidemic, pandemic, government actions, war, fire, explosion, terrorist attack, flood, import or export regulations or embargoes, imposition of trade tariffs, labour disputes or inability to obtain or a delay in obtaining supplies of Goods or labour). The Company may, at its option, delay the performance of, or cancel the whole or any part of a Contract.

31. Legal construction

All Contracts and non-contractual disputes shall be governed by and interpreted in accordance with Danish law and the Customer submits to the jurisdiction of the Maritime and Commercial High Court in Copenhagen. If the Maritime and Commercial High Court refuses to hear the case, the case must be decided by the City Court of Copenhagen but the Company may enforce such Contract in any court of competent jurisdiction.

32. General

1. Any provision of these Conditions which is held by any competent authority to be invalid, void, voidable, unenforceable or unreasonable (in whole or in part) shall to the extent of such invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the other provisions of these Conditions of Supply and the remainder of such provision shall not be affected.
2. Failure by the Company to enforce or partially enforce any provision of these Conditions will not be constrained as a waiver of any rights under these Conditions of Supply.
3. The Company shall be entitled, without the consent of or notice to the Customer, to assign the benefit, subject to the burden, of these Conditions and/or any Contract to any of its affiliate companies.
4. Except as set out in Condition 28, the existing legal rights of third parties who are not parties to the Contract are not extended by this Contract.  The parties may vary or rescind the Contract without the consent of the Company’s employees, agents or sub-contractors.

These Conditions supersede all previous issues.

May 2025