EDI network: Nemhandel (OIOUBL), PEPPOL & Pagero
Liga Software ApS
EDI network: Nemhandel (OIOUBL), PEPPOL & Pagero
Liga Lindist AB
EDI network: PEPPOL & Pagero
Danske Bank A/S
Holmens Kanal 2
1090 Copenhagen K
Mazanti-Andersen Korsø Jensen
1256 København K
Tlf: +45 33 14 35 36
BDO Statsautoriseret Revisionsaktieselskab
DK-1561 København V
Tel: +45 39 15 52 00
BDO Lilla Badhusgatan 2
400 32 Göteborg
Tel: +46 10 171 50 00
Terms and Conditions of Trading
Applicable from 17 January 2020
The following terms and conditions of sale and delivery (the “Conditions”) apply to all offers, order confirmations, sales and deliveries from Liga ApS with Danish Company Registration No. 31938260, in addition to all offers, order confirmations and deliveries from Lindist Liga AB with Swedish Company Registration No. 556597-2253 and Liga Software ApS with Danish Registration No. DK35660518, hereinafter collectively referred to as “Liga” unless otherwise agreed between the parties in writing.
The terms and conditions apply to all services Liga delivers. By entering into this agreement and accepting the terms and conditions, the customer is bound throughout the agreement term, as the agreement can only be terminated under the conditions set out in the agreement.
Terms of trade
Section 1: Agreement documentations and descriptions
1.1 A delivery agreement is only binding for Liga when the buyer has received a written order confirmation or when a delivery has been completed. An order is placed on the date of Liga’s order confirmation with the applicable price. If the order confirmation differs from the buyer’s order with surcharges, restrictions or reservations, and the buyer does not accept the changes, the buyer shall notify Liga of the matter within 14 days. Otherwise, Liga’s order confirmation will apply.
1.2 An offer from Liga is only binding for Liga if it is accepted within 14 days after the offer has been given/forwarded by regular mail, fax or e-mail to the buyer.
1.3 An offer/order confirmation from Liga for products that are not available in its warehouse is issued subject to the possibility of procuring the product concerned. Should it be found that the products cannot be procured, Liga is entitled to withdraw the given offer/order confirmation, and the buyer will not be entitled to file a claim of any kind.
1.4 Should Liga deliver products for a trial period or on loan, the recipient shall ensure they are returned to Liga on time and at the recipient’s expense. If the products are not returned by the deadline on the trial/loan confirmation, Liga has a discretionary right to take back the products at the recipient’s own expense or invoice the products at Liga’s current list price. The products are hereby considered purchased by the recipient on the basis of these terms and conditions of sale and delivery.
1.5 The recipient is liable for all original packaging, manuals and cables, if any. If packaging is damaged during the trial/loan period or manuals and cables are lost, the recipient undertakes to remunerate the value to Liga at the applicable list price.
1.6 All information, regardless of whether it originates from Liga or one of Liga’s business connections, related to weight, dimensions, capacity and technical data in catalogues, brochures, prospectuses, advertisements, etc., shall only be considered informational and must not be considered guaranteed. The information is only binding for Liga if it expressly refers to the aforesaid in the offer or on the order confirmation. The information from Liga or its suppliers regarding application, usability and products is for indicative purposes only, and Liga does not bear any responsibility in terms of whether the delivered products fulfil the buyer’s needs or intended use unless Liga has expressly stated so in writing.
1.7 Liga makes reservations against constructional and/or design changes to products prior to the delivery date and during the course of multiple deliveries. All quantity specifications, scale ratios, color and specified weight ratios are within industry tolerances.
1.8 Liga will supply the buyer with documentation for products, which owing to their nature require special documentation for installation, connection, operation and/or maintenance, no later than at the time of delivery and at no extra cost provided that Liga has received such documentation from the manufacturer.
1.9 Liga reserves the right to replace parts of a delivery, provided the parts are of the same quality as the original and that Liga informs the buyer in writing of such replacements. Liga is entitled to make minor changes to the delivery, which based on Liga’s discretion are technically necessary and/or justified.
1.10 In order for warranties, supplementary agreements and changes in all contracts to be valid, both Parties must accept them in writing.
Section 2: Scope of services
2.1 If the Agreement involves software, the buyer has a non-transferable and non-exclusive right to use the software specified in the Agreement. This applies to both standard software and software developed by Liga specifically for the buyer. If the software is delivered in accordance with the General Public License (GPL), the provisions are available at Liga and can be requested at any time. The software must only be used in compliance with the instructions specified in instruction books and similar material. The buyer must not copy the software or associated documentation nor make any changes to the software without prior written consent from Liga. If the buyer makes or causes the software to change, the buyer bears the responsibility for the changes, as well as the consequences thereof.
2.2 Liga may offer to install the delivered product in compliance with the manufacturer’s guidelines on request. For such installations, the hourly rates agreed in the agreement will be calculated or, if an agreement has not been entered into, Liga’s applicable hourly rates. Liga does not provide special warranties for the installation and does not assume separate responsibility for the installation. If Liga carries out the installation, it will not delay the risk transfer date for the deliverables or due date for payment of them.
2.3 For other services, including consulting and guidance, etc., from Liga to the buyer, the hourly rates agreed in the Agreement will be calculated or, if an agreement has not been entered into, Liga’s applicable hourly rates. If cost factors that determine hourly rates should change over the duration of the service, Liga is entitled to carry out appropriate price adjustments after giving the buyer notice. The new prices will apply from the notice date. Transportation costs and other expenses are calculated separately.
2.4 Services are only provided on the condition that the products are properly installed and that no changes have been made to products, including software. If an emergency service agreement has been entered into, the buyer may only make changes to the products upon agreement with Liga.
Section 3: Prices, payment terms and reservation of ownership
3.1 Liga’s prices are set with the inclusion of packaging, packs and EU import duties, but do not include transport, insurance, VAT and any other taxes. Liga is entitled to charge a separate fee for administration work, shipping, installation and delivery.
3.2 Liga is entitled to change the prices on the day of delivery in accordance with changes in exchange rates, purchase prices, customs duties, freight, shipping, and insurance rates or other matters that are beyond the control and influence of Liga. Should Liga’s costs increase as a result of circumstances on the part of the buyer, Liga can demand remuneration for the increase.
3.3 The payment due date is the day of delivery. If the buyer does not pay on time, Liga will add 1.5% interest from the invoice due date per commenced month. In connection with this, Liga can demand remuneration for reminder fees, debt collection fees and other expenses connected to collection of the payment. The buyer undertakes to pay on time, even if the buyer complains about faults and defects, alternatively the buyer shall bank the purchase price in case a claim is received for faults or defects. Regardless the situation, the buyer undertakes to pay on time for the part of the delivery that is not encumbered with faults or defects. The buyer does not have the right to offset.
3.4 Liga is entitled to enter into a factoring agreement with a third party, whereupon the buyer can with a releasing effect exclusively pay a third party if it is stated on the invoice.
3.5 If payment is to be made in installments, the full outstanding debt is due for immediate redemption, if the buyer is wholly or partly in arrears with an installment.
3.6 When paying by check and payment card, payment is only considered paid with full redemption. Liga has the right to re-invoice payment card fees.
3.7 If the buyer does not make timely payments or Liga receives insufficient information about and/or Liga perceives that the buyer has a poor credit rating, Liga is entitled to stop further deliveries until prepayment has been received or suitable collateral has been provided. If the prepayment or security is not provided before it is paid off by the deadline Liga sets, Liga is entitled to rescind the delivery agreement or retain it, in which case Liga can make a claim for the coverage of its losses and costs, including attorney fees.
3.8 Liga retains the right ownership until full payment has been received for the deliverables. If the buyer defaults on a payment, Liga is entitled to pick up the deliverables without prior notice, and the buyer is obliged to surrender the deliverables without any regard to the fact that any data will belong to Liga or a third party. Upon repossession in accordance with reservation of ownership, the buyer must compensate all losses and costs that Liga may have suffered, including attorney fees. Until full payment has been made, the buyer is not entitled to resell, pledge, lend, hire out, etc., the deliverables or allow the deliverables to be incorporated into real estate in such a way that reservation of ownership cannot be maintained. If legal proceedings are filed against the deliverables from third parties, including expenses, the buyer undertakes to immediately notify Liga of this.
Section 4: Risk transfer, delivery times and delays
4.1 Liga’s warehouse delivers the sold goods. Liga is entitled to make deliveries through one of Liga’s chosen suppliers.
4.2 The risk attached to the deliverables is transferred when the buyer receives them. When transported with Liga’s carrier, the risk attached to the deliverables is transferred when the buyer receives the deliverables at the agreed location. Liga is responsible for taking out transport insurance. In the event the buyer collects the deliverables from Liga’s warehouse or they are transported with the buyer’s own carrier, risk is transferred upon receipt of the deliverables at Liga’s warehouse.
4.3 If the buyer does not accept the deliverables as agreed, Liga is entitled to either rescind the agreement and claim damages for its losses or retain the agreement and clam coverage for the incurred costs, including storage costs. In the event that Liga rescinds the delivery agreement, Liga is entitled to a minimum payment equal to 30% of the agreed price for the services, and compensation for work services already performed and the materials used, unless major damage is suffered.
4.4 Unless Liga has otherwise set out in writing, deliveries will take place as soon as possible with due regard to the delivery times of Liga’s sub-suppliers. If the delivery time is agreed, it is considered met when Liga can document before the deadline that the deliverables have been sent and are available. The delivery time is extended if the buyer expresses a desire to make changes or supplement the deliverables.
4.5 If there is a delay in the delivery of the sold products on the part of Liga and the buyer wishes to claim remedies for breach of contract, the buyer shall within two days after the start of the delay, give Liga a reasonable warning period to make the delivery. Should the reasonable notice period expire and the delivery has not been made, the buyer is entitled to rescind the agreement albeit with the restrictions set out in these terms and conditions of sale and delivery. If the buyer does not give Liga a reasonable warning period within two days after the delay occurs, it will not be considered a delay, as Liga shall thereafter make the delivery as soon as possible. Regardless the reason, a delayed delivery does not entitle the buyer to compensation for direct or indirect losses.
Section 5: Complaints, defects and product liability
5.1 The deliverables are only delivered with the warranties that Liga’s manufacturers/suppliers offer Liga. As such, all warranty claims against Liga are conditional upon Liga effectively being indemnified by the manufacturer/supplier. The buyer cannot make a claim for any other warranty against Liga. Liga’s warranties only cover new products and apply to defects that render the product or service unusable.
5.2 The buyer undertakes to thoroughly inspect the deliverables immediately upon receipt. If the buyer establishes or should have established that the deliverables are defective, the buyer shall make a written complaint about the defect(s) within eight days after receipt. If the buyer does not make a timely claim, the buyer’s right to complain about the defect will no longer apply.
If the buyer does not within 12 months after the deliverables are handed over notify Liga that the buyer wants to issue a claim for defects, the buyer will not be able do so, regardless of the nature and extent, unless Liga has undertaken in writing to vouch for the item for a prolonged period of time or has acted fraudulently.
5.3 A defect is not considered to exist if the buyer has used the deliverables incorrectly or inappropriately, which also includes violation of guidelines from Liga’s sub-suppliers or guidelines potentially created by Liga, or if the buyer or a third party has made changes without Liga’s consent or tampered with the deliverables.
5.4 With a justified and timely complaint, Liga is entitled to redeliver or initiate remedying at its own discretion within an acceptable time frame. If Liga makes a timely delivery or initiates remedying, the buyer is not entitled to rescind the agreement or claim damages or other compensation as a result of the defect (a delay is not considered to exist under these circumstances). In connection with a potential redelivery or remedying, the buyer shall loyally contribute to the implementation of such measures. If Liga does not find a defect for which Liga is responsible, Liga is entitled to remuneration for the work and the costs Liga has performed and accrued. Liga is entitled to make one or more remedies/redeliveries, and may require the buyer to provide collateral to cover payment for the deliverables or other deliveries if the buyer has been granted credit. If the delivery or remedy does not take place in a timely manner, the buyer can rescind the agreement or demand that the purchase price is proportionally reduced, since the buyer’s remedy for breach of contract is limited to this. If redelivery or remedying is made, any complaints cannot be asserted for longer than the originally agreed complaint period.
5.5 Products, etc., must only be handed in to Liga after prior agreement; otherwise the buyer bears the risk of the product’s destruction, etc. If it is necessary for Liga to take out special insurance as a result of handing in the products and Liga is not liable, or it is found that Liga is not liable, the buyer can be re-invoiced for the paid insurance costs.
5.6 The buyer’s rescission rights are limited, as the buyer can in general only rescind the delivery agreement for the part of the total delivery that may be delayed, including force majeure events and when encumbered with defects, unless the delay or defect is considered critical or significantly important to the buyer and it is justified based on the connection between the deliveries.
5.7 Provided there is no technical assistance agreement, Liga will estimate working hours, transport costs and spare parts. Any complaints shall be directed to Liga in writing within eight days after repair.
5.8 With regard to product liability, the limitation of liability stated below shall apply unless otherwise set out in mandatory Danish law. Liga is only liable for personal injuries caused by the delivered products if it can be documented that the injury was caused by negligence on the part of Liga. Liga is not liable for damage to real estate or chattels that occurs while the sold products are in the possession of the buyer. Furthermore, Liga is not liable for damage to products manufactured by the buyer, in which Liga’s products are incorporated, or products in which buyer’s products are incorporated. If Liga was to be imposed product liability for a third party, the buyer undertakes to indemnify Liga to the same degree as Liga’s liability is limited. Liga is not responsible for operational losses, lost data or any other kinds of indirect losses.
5.9 Sold products can only be returned in accordance with a prior written agreement with Liga. If a product is to be returned, Liga’s sales department must be contacted whereupon a returns agreement will be sent to the buyer. The returns agreement states which products can be returned and the price that will be credited for the products. The buyer undertakes to enclose a copy of the returns agreement in each package that is returned. Liga reserves the right to take back products if a returns agreement has not been enclosed. All returns are made at the buyer’s own risk and expense. If the products are returned in accordance with a prior written agreement with Liga, returns are made at the buyer’s expense.
5.10 The buyer’s potential remedy for defective performance and Liga’s potential liability are limited to cases where Liga has exercised gross negligence or intent, and the liability does not cover any indirect losses, including operational losses, lost profit, lost data, lost goodwill and similar. In addition, Liga’s potential liability is limited to a sum equivalent to 10% of the total contractual payment. This limited liability also applies to Liga’s services, including consulting and guidance.
5.11 If the deliverables will be delivered or used outside Denmark, Liga’s obligation to carry out repairs and remedying, etc., will be waived (see below), as Liga’s obligations only apply within Denmark’s borders. If the buyer wishes to retain their rights, the buyer is therefore obliged to ensure that the deliverables can be repaired in Denmark at a specified location. The buyer is responsible for any costs arising from the importation and workmanship of the deliverables, and the buyer himself warrants that delivery can be made to the given country. The buyer also pays any expenses that may be incurred in this regard.
Section 6: Force majeure and disputes
6.1 Neither party may be deemed to have failed to fulfill its obligations towards the other party if the cause of the non-fulfillment is circumstances the party cannot fully control, such insufficient or inadequate deliveries from suppliers, work stoppages, weather, transport conditions, etc. as such conditions are considered force majeure. Nevertheless, both parties have the right to rescind the agreement with the limitations set out in the current terms and conditions herein, as long as one of the said circumstances has existed for more than thirty consecutive working days.
6.2 Disputes surrounding the current sales and delivery agreement shall be resolved in accordance with Danish law. The legal venue for lawsuits filed by the buyer against Liga is the Maritime and Commercial High Court in Copenhagen. The legal venue for lawsuits filed by Liga against the buyer is the Maritime and Commercial High Court in Copenhagen or the buyer’s ordinary legal venue depending on which Liga chooses.
Terms and conditions for courses
Courses can be ordered by contacting Liga ApS, Liga ApS, International House, Center Boulevard 5, 2300 København S, Danmark. Telephone: +45 35 36 95 05, e-mail: email@example.com, web: www.liga.com/eventkalender.
2. Course Hours
Unless otherwise agreed in writing or specified on the order confirmation, the courses start at 9am and end at 5pm.
3. Course Materials
Unless otherwise specified, course materials are included in the course fees.
4. Hotel and Transportation
The course participants are responsible for paying hotel and travel costs. Visit our website and/or see the confirmation e-mail for information about local hotels and driving directions.
Cancelling or changing courses is permitted up to thirty working days before the start of a course. The course fee will be credited. If a course is cancelled 30 working days before the course starts or later all the course fee will be debited. A place on the course can be transferred to another person at no extra charge. It should be noted that Liga shall always confirm a cancellation before it is valid.
6. Changes to Courses
Liga reserves the right to cancel or change a course without notice or any obligations. Paid course fees will be refunded or used as payment for a later course booking.
7. Payment Terms
An invoice will be sent separately to the buyer and payment must be in Liga’s hands no later than 14 days before the course starts unless otherwise specified on the invoice. All prices exclude VAT.
All course materials, such as equipment, manuals and videos that buyer has access to in connection with the course, are protected by copyright and must not be copied in any way.
9. Course Certificate and Evaluation
All course participants can request to receive a course certificate from Liga for a completed course. At the end of the course, the participants are asked to complete an evaluation form for the course.
It should be noted that most of the courses are taught in English. Similarly, course materials and presentations will primarily be in English.