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GPower's Terms and Conditions of Sales and Delivery

Below, GPower’s Terms and Conditions of Sales and Delivery will appear. Here, you will, among other things, find more information about payment terms, liability for damages, failings and shortcomings on delivery, and intellectual property rights. For further questions regarding our terms and conditions of sales and delivery, you are always welcome to call or text us. Click here to see our contact information.

GPower's Terms and Conditions of Sales and Delivery

Below, GPower’s Terms and Conditions of Sales and Delivery will appear. Here, you will, among other things, find more information about payment terms, liability for damages, failings and shortcomings on delivery, and intellectual property rights. For further questions regarding our terms and conditions of sales and delivery, you are always welcome to call or text us. Click here to see our contact information.
1. Introduction

By submitting an order at GPower, Customer accepts to be bound by the following terms and conditions of sales and delivery, unless otherwise stated.

If any provisions are overridden by law or judgment, the agreement between Customer and GPower as well as these terms and conditions are to be preserved as far as possible.

2. Order
2.1 Accept

By returning a signed acceptance from an offer or another kind of acceptance of an offer, the order is deemed to be submitted to GPower. As many projects and products will be customized, the price of the order will appear from the submitted offer.

2.2 Potential Changes

GPower reserves the right to change price and delivery time in terms of orders that involve  a larger or a smaller quantity than offered. In addition, Customer should be aware that GPower will not be able to change the ordered order in all cases.

2.3 Cancellation

During the first five days after placing of an order, the order can be canceled in writing without any fee. On and after day six after placing of an order, the cancellation will result in a cancellation fee of 10% of the total project amount. For fixed price projects, it is a matter of the total project amount that the total order is covered by, while it is a matter of the nominal price from the offer that covers the order in relation to time and material projects.

Cancellation after ordering will not result in crediting of already invoiced or completed work that has not been billed yet. In this case, the cancellation fee will also apply, but the fee will be reduced by the amounts that are already paid for the project.

If cancellation is going to occur at some point in the future where some work has been done for more than the cancellation fee, GPower is entitled to receive payment for this. In this situation, final invoicing will occur – also if it exceeds the cancellation fee.

Based on GPower’s order confirmation, please note that all offers expire 30 days from the issue, unless otherwise stated in the offer. Note also that GPower reserves the right to cancel an order. Either if a customer has unresolved, late payments to GPower, or if a customer is no longer lawfully existing.

3. Payment Terms
3.1 Invoicing of Time and Materials (T&M)

Projects that are based on time and materials will continuously be invoiced by the end of each month. If a T&M project has not resulted in billable activity within three months after the order date, the order is automatically cancelled. In this case, the usual cancellation policy will occur, including the cancellation fee.

3.2 Invoicing

Fixed priced projects will be invoiced in 3 rates:

  • Rate 1 when ordering: 60% of the total project amount.
  • Rate 2 on delivery: 30% of the total project amount.
  • Rate 3 after completed SAT. However, not later than 30 days after delivery: 10% of the total project amount.
3.3 Value-Added Tax (VAT)

As Denmark applies a standard VAT rate of 25%, this amount will appear in all invoices.

3.4 Time Allowed for Payment

The payment deadline is 30 days after the date of invoice.

3.5 Payment after Maturity

In case of payment after maturity, 2% extra per commenced month will be charged.

4. Failings and Shortcomings on Delivery
4.1 Warranty Period

If failings and shortcomings occur more than three months after, the delivery has been approved by Customer, GPower can, as far as possible, not be blamed for this, unless it can be proven that GPower has acted in bad faith or grossly irresponsible.

4.2 Hardware

If essential failings or shortcomings on hardware delivered by GPower appear inside three months, Customer is obliged to allow that these failings or shortcomings will be rectified on the basis of GPower’s choice of repair, replacement, or refund of the part of the payment that is due to the hardware involved.

4.3 The Liability of the Guarantor in terms of Third Party

GPower never takes over or expands a third party’s liability of the guarantor or liability for neither hardware nor software.

5. Liability for Damages
5.1 Tortfeasor

GPower cannot be blamed for a damage caused by a sold product or service, unless it can be documented that the damage is caused by errors committed by GPower or one of GPower’s representatives.

5.2 Warranty Period

When Customer is or should be aware of the presence of a possible liability for damages, Customer should immediately make a written complaint to GPower.

If the advertising does not occur in time, Customer loses its right to make a claim against GPower. GPower’s liability for damages will in any event lapse inside three months after the damage has been caused as long as the damage is not claimed by Customer previously.

5.3 Secondary Damage

As far as possible, GPower is not liable for damage to chattel or real property when the goods are in Customer’s custody. GPower is neither liable for damage to goods manufactured by Customer or Customer’s collaborators – nor products in which our products are incorporated.

5.4 Indirect Loss

GPower is not liable for Customer’s indirect loss just as GPower neither is liable for time loss, operating loss, loss of profits, lost business opportunities, or consequential loss.

5.5 Deliveries

If GPower is liable for damages with Customer’s other business partners, GPower will only be liable for part of the compensation that corresponds to GPower’s proportionate financial stake of the task.

5.6 Maximisation of Compensation

GPower’s total liability for damages to Customer cannot exceed the invoiced amount at the time of the damage, a claim is about in the particular project that the case relates to – nor DKK 100,000,-.

5.7 Product Liability for Third Party

To the extent that product liability for third party might be imposed on GPower, Customer shall indemnify GPower to the effect that GPower is placed as if limitations of liability under these terms and conditions were applicable vis-a-vis third parties.

6. Intellectual Property Rights
6.1 Use and Ownership

Customer has the right to use and – to the extent that it is agreed – deliver source code and modify any consignment from GPower without limitation and for any lawful purpose that Customer may wish. Customer will only achieve exclusive ownership of manufactured products as long as these figure as a part of GPower’s consignment to Customer.

GPower retains all intellectual property rights in relation to own ideas, inventions, know-how, manufactured materials, and product specimens that are not handed out exclusively to Customer for any purpose that GPower may wish, including work for other customers. That is, of course, on the assumption that the statutory and contractual obligations to Customer not will be broken.

7. Limited Warranty
7.1 Announcement

If Customer discovers failings or shortcomings during the warranty period that Customer wishes to invoke, it must be notified immediately to GPower in writing. If failings or shortcomings that Customer discovers or should have discovered are not notified immediately to GPower in writing, it cannot be applied later on. Customer must provide GPower with information about a reported error or defect requested by GPower.

The limited warranty does not apply if the hardware or software defect is due to incorrect or inadequate maintenance, installation, repair, or calibration performed by another party than GPower. Examples of this could include unauthorized changes, inappropriate environments, or incorrect voltage.

7.2 Fee

GPower reserves the right to charge a fee in terms of testing hardware and software that are not covered by the limited warranty.

8. Retention of Title

GPower reserves the proprietary right of the delivered products until the final payment has taken place. In addition, GPower also reserves the right to potential intellectual property rights that may be contained in the products or created as a result of projects, including customized development created or delivered by GPower according to this agreement.

9. Warning and Customer’s Indemnity and Liability

Customer understands and acknowledges that GPower’s products and projects are not designed, manufactured, or tested for use in life or safety critical systems, hazardous environments or any other environments requiring fail-safe performance, including in the operation of nuclear facilities; aircraft navigation; air traffic control systems; life saving or life sustaining systems or such other medical devices; or any other application in which the failure of the product or service could lead to death, personal injury, severe property damage, or environmental harm – collectively called high-risk uses.

Furthermore, Customer must take prudent steps to protect against product and service failures, including providing back-up and shut-down mechanisms. GPower expressly disclaims any express or implied warranty of fitness of the products or services for high-risk uses. Customer shall defend, indemnify, release and hold GPower harmless from any and all claims, losses, damages, actions, including, lawsuits, arbitrations, and/or administrative actions, and expenses, including reasonable attorneys’ fees arising out of Customer’s use of the products and services for any high-risk uses, including arising from claims for product liability, personal injury, including death, or damage to property, regardless of whether such claims are founded in whole or in part upon alleged or actual negligence of GPower.

Customer acknowledges that it is ultimately responsible for verifying and validating the suitability and reliability of the products or services whenever the products or services are incorporated in Customer’s system or application, including the appropriate design, process, and safety level of such system or application. Further, Customer must take prudent steps to protect against product and service failures when products and services are incorporated in a system or application, including providing back-up and shut-down mechanisms.

10. Liability

If a product or solution delivered by GPower might cause direct physical injury or death to humans or damage to products that are usually intended for non-commercial use and are used accordingly – and that the damaging is caused solely by a defect in the product or service, GPower undertakes the liability. GPower is not liable for any damage to items which are usually intended for commercial use or are used accordingly.

11. Force Majeure

GPower shall not be responsible for any delay or failure to perform due to any cause beyond its reasonable control, including but not limited to acts of terrorism, nature or governments; interruptions of telecommunications, power or transportation, failure of contractors or suppliers, or inability to obtain necessary labor, or materials.

In the event of a Force Majeure Event, GPower reserves the right to cancel the applicable order without any liability to Customer.

12. Confidentiality

GPower and Customer commit to mutual confidentiality for a minimum of five years after the last contract between the parties has expired or terminated. The confidentiality includes, but is not limited to, the wording of any contract concluded between the parties, internal business processes and strategies, the content of unsigned agreements discussed during the collaboration, the source code of the software parties, the content of working documents, and the like.

13. Export

By default, GPower’s deliveries are only for use in Denmark. If the delivery is going to be used in other countries than Denmark, Customer is liable for the documentation and approval that might be necessary. Customer also carries all costs accordingly such as clearance or dual-use declaration.

14. Disputes

In case of dispute between GPower and Customer, these are brought to the Court in Aarhus, Denmark. Disputes concerning the signing or interpretation of an agreement shall be settled in accordance with Danish law.

15. Entire Agreement

These terms and conditions are valid for all agreements and terms incorporated in this, unless otherwise stated. This will also appear from agreements, order confirmations, and invoices.

Customer acknowledges reading this agreement, understands these terms, and agrees to be bound by them. Each individual agreeing to this agreement on behalf of a party represents and warrants that he or she has the right to make all statements and representations contained in this agreement, is empowered to agree to and execute it, and that all necessary action to authorize its execution has been taken.

16. Updates

GPower reserves the right to update this agreement at any time. However, the terms and conditions in effect at the time of purchase shall apply to that purchase of products or services.

Last updated on October 17, 2018.

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