Terms and Conditions of Sale and Delivery

Definitions

1. The Agreement means the binding legal agreement between Intec System and the Customer governing the parties’ rights and obligations in connection with the performance of the Assignment, including any specific contractual terms, these General Terms of Business, and NSAB 2015.
2. Dangerous Goods means Goods which, due to their properties, may pose a risk to persons, property, or the environment during transport, handling or storage, including Goods classified as Dangerous Goods under relevant national and international rules, including but not limited to ADR, IATA DGR, RID or the IMDG Code.
3. Force Majeure Event means an unforeseeable and unavoidable event beyond Intec System’s control that prevents or delays performance of the Agreement. This may include natural disasters, war, acts of terrorism, riots, civil unrest, strikes, pandemics, cyberattacks, lack of means of transport, governmental intervention, changes in legislation or other extraordinary circumstances that could not reasonably be foreseen or prevented by Intec System.
4. Goods means any type of merchandise, including packaging, handed over to Intec System by the Customer in connection with any Freight Forwarding Services provided by Intec System.
5. Cargo Owner means the natural or legal person who owns, possesses or is entitled to dispose of the Goods at any given time under applicable law and agreement.
6. Intec System means Intec System ApS.
7. Customer means the natural or legal person who has concluded an agreement with Intec System for the provision of Freight Forwarding Services, as well as anyone acting on the Customer’s behalf, including attorneys-in-fact, representatives, agents or other authorised parties – and where relevant – any party subrogating to the Customer’s rights and obligations under the Agreement.
8. NSAB 2015 means the Nordic Association of Freight Forwarders’ General Conditions 2015.
9. The Assignment means the specific Freight Forwarding Services that Intec System has undertaken to perform for the Customer under the Agreement.
10. SDR means Special Drawing Rights as defined by the International Monetary Fund.
11. In Writing includes e-mail, post or another documentable form of communication.
12. Freight Forwarding Services means any type of service that Intec System has undertaken under the Agreement with the Customer and that is performed by Intec System or Intec System’s contractors, including but not limited to transport, consolidation, customs clearance, storage, handling or packing of Goods, as well as related and advisory services connected thereto.

Application

1. Intec System performs all Assignments in accordance with:
   1. Specific contractual terms expressly agreed In Writing between the Customer and Intec System for the Assignment.
   2. These General Terms of Business, which apply to all assignments unless otherwise expressly agreed.
   3. NSAB 2015 (the Nordic Association of Freight Forwarders’ General Conditions 2015), which govern the freight forwarder’s liability and obligations, unless deviated from by specific agreement.
2. In the event of discrepancies between the above terms, the priority shall follow the order stated.

NSAB 2015

1. Intec System is a member of the Nordic Association of Freight Forwarders. All Assignments are performed in accordance with the Nordic Association of Freight Forwarders’ General Conditions (NSAB 2015), with the modifications and additions resulting from the specific contractual terms and these General Terms of Business.
2. The provisions limit the freight forwarder’s liability as contracting party pursuant to § 3 B for loss, deterioration or damage to Goods to SDR 8.33 per kg and for delay up to the freight amount, and for all other loss to SDR 100,000 for each Assignment, cf. § 21. The freight forwarder’s liability as intermediary pursuant to § 3 C is limited to SDR 50,000 for each Assignment and in total for one and the same occurrence to SDR 500,000, cf. § 24. For storage, the aggregate liability for damage in one and the same occurrence is limited to SDR 500,000, cf. § 25.
3. Particular attention is drawn to the network clause, cf. § 2, that claims against the freight forwarder are time-barred after one year, cf. § 28, and that the lien and right of retention, cf. § 14, covers both current and former claims.

General Provisions

1. An offer made by Intec System is binding on Intec System only if accepted In Writing by the Customer within 14 days after the offer has been sent.
2. Intec System’s offer is based on the information provided by the Customer, or which Intec System may reasonably assume to be applicable at the time the offer is made. Any changes to the scope of the Assignment may lead to adjustments to the remuneration and contractual terms.
3. All remuneration, fees and other costs are invoiced with the addition of Danish or foreign VAT where required by applicable law. All prices are stated exclusive of VAT.
4. Intec System reserves the right, with immediate effect, to adjust the prices in force at any time where justified by documented, external cost increases. This may include, but is not limited to, statutory charges, exchange rate fluctuations, and surcharges, price increases and adjustments from subcontractors. The Customer will be informed of such adjustments as soon as practicable.
5. The scope of the Assignment is determined upon conclusion of the Agreement between Intec System and the Customer. The Agreement may be documented in an engagement letter or similar where deemed necessary. The scope of the Assignment may be adjusted on an ongoing basis as needed and by mutual agreement In Writing between the parties.
6. Both parties undertake loyally and without undue delay to inform each other of material circumstances that may affect the performance, assumptions or costs of the Agreement.

Payment Terms

1. Payment for Freight Forwarding Services provided by Intec System, as well as all customs amounts, taxes, fees, fines and other similar expenses incurred by Intec System on behalf of the Customer, shall be made in accordance with the payment terms stated on the invoice.
2. Objections to invoices must be submitted In Writing to Intec System without undue delay and no later than 7 days from receipt of the invoice.
3. All amounts are invoiced and paid in Danish kroner (DKK), unless otherwise expressly agreed. The Customer bears the risk of any exchange rate fluctuations if payment is made in another currency.
4. In the event of late payment, Intec System will send a reminder to the Customer requiring payment of the overdue amounts within 10 days. If payment has not been received by the end of the 10-day deadline, Intec System is entitled to terminate the Agreement, cf. clause 13.1.
5. In the event of late payment, Intec System reserves the right to charge default interest from the due date. The default interest rate is 2% for each commenced month.
6. Intec System reserves the right to retain Goods, Freight Forwarding Services or documents until full payment of overdue amounts has been received, and Intec System has a right of retention and lien in the Goods, cf. NSAB 2015 § 14.

Prohibition of Set-Off

1. The Customer is not entitled to set off against Intec System’s claims against the Customer. If this prohibition of set-off is not observed, Intec System has the right to terminate the Agreement, cf. clause 11.1.

Insurance

1. Intec System has taken out freight forwarder’s liability insurance covering Intec System’s liability pursuant to NSAB 2015.
2. Intec System recommends that the Customer takes out and maintains appropriate and adequate cargo insurance for the Goods covering all relevant risks, including, for example, special risks related to sea transport, transport of high-value goods, or goods that may risk being detained by customs authorities.

Customer’s Authority to Enter into Agreements

1. The Customer represents and warrants that it is either the Cargo Owner or is lawfully authorised to act on the Cargo Owner’s behalf as attorney-in-fact. The Customer further represents that it has full authority to accept these General Terms of Business both on its own behalf and on behalf of the Cargo Owner.

Customer’s Duty to Instruct and Provide Information

1. The Customer is obliged to provide precise and complete instructions and all necessary information and documents required for Intec System to perform the agreed Freight Forwarding Services correctly, in a timely manner and in accordance with the Agreement, applicable law, regulations and industry standards. This may include, but is not limited to:
   1. Commercial invoice with an accurate description of the nature of the Goods, quantity, gross weight and classification.
   2. Information and instructions regarding any special requirements for handling or storage of the Goods, dangerous properties or sensitivities, including sensitivity to shock, vibration, temperature fluctuations, electromagnetic interference or static electricity.
   3. Information on the identity, address and contact details of the consignor and consignee.
   4. Information on the place of delivery and receipt as well as the time for collection and delivery.
   5. All documents necessary in relation to the Goods, including but not limited to customs declarations, packing lists, technical specifications, licences and certificates required for transport and handling of the Goods, depending on the destination, the nature of the Goods and the mode of transport, unless and to the extent that Intec System has undertaken In Writing to prepare such documents.
   6. Other information, instructions and documents necessary to ensure proper planning and execution of the Assignment.
2. The Customer is responsible for ensuring that all instructions, information and documents provided are correct, complete and up to date, and bears responsibility for any loss, delay or additional costs arising as a result of erroneous, insufficient or late information provided.

Packaging and Packing

1. The Customer is responsible for ensuring that the Goods are correctly packed, packaged, declared, labelled, sealed and addressed in accordance with applicable requirements and standards for the relevant mode of transport, and that packing, packaging etc. is suitable for safe handling and transport having regard to the nature and specific properties of the Goods.
2. Reference is made to NSAB 2015 §§ 16(d) and 26(b), which define the consignor’s responsibility in relation to packaging.
3. If Intec System has undertaken In Writing to be responsible for packing, packaging, labelling, etc. of the Goods, the responsibility is limited to the proper execution of the specific tasks expressly agreed between the parties, based on the information and instructions provided by the Customer.
4. Notwithstanding clause 10.3, Intec System is not responsible for examining or testing the quality and suitability of packaging supplied by the Customer and assumes no liability for delays, damage or loss arising from insufficient quality or suitability of the packaging.

Dangerous Goods and Goods Requiring Special Care

1. Dangerous Goods, including Goods covered by ADR, IATA DGR, RID or the IMDG Code, as well as Goods with special requirements for temperature control, sensitivity or other specific handling, are accepted for transport or storage only following a specific agreement In Writing between the Customer and Intec System.
2. The Customer is obliged, in good time and prior to entering into the Agreement, to inform Intec System of the dangerous properties or delicate nature of the Goods, and to state any safety measures that may be necessary.
3. Unless otherwise expressly agreed In Writing, the Customer is responsible for ensuring compliance with all requirements under applicable laws, regulations and standards concerning the transport and handling of Dangerous Goods for the relevant mode of transport. This includes but is not limited to proper declaration of the Goods and labelling and packaging in accordance with ADR, IATA DGR, RID and the IMDG Code.
4. Intec System is not liable for damage, delays or loss resulting from the Customer’s failure to inform about the dangerous nature or delicate character of the Goods, cf. clause 11.2, or the Customer’s failure to comply with applicable rules, regulations or standards concerning the transport and handling of Dangerous Goods, cf. clause 11.3, and the Customer shall indemnify and hold Intec System harmless against any expense, loss or liability arising therefrom.

Performance of the Assignment

1. Intec System is obliged to perform the Assignment in accordance with the Agreement, applicable laws, regulations and industry standards, and with due care to safeguard the Customer’s interests as best as possible and within a reasonable time, taking into account the nature of the Assignment and the circumstances disclosed when the Agreement was concluded.
2. Intec System’s liability is limited to the correct and timely performance of the agreed Freight Forwarding Services based on the information made available by the Customer, and Intec System is not liable for delays, loss or costs caused by the Customer’s missing or incorrect information or instructions, or by decisions of authorities or similar matters beyond Intec System’s control.
3. If the Customer does not of its own accord submit necessary information and/or documents as required by clause 9.1, Intec System is obliged loyally to request them from the Customer, provided Intec System can reasonably be expected to be aware of their relevance to the correct and timely performance of the Assignment. Intec System is not obliged to verify the accuracy or sufficiency of the documents and/or information received from the Customer.
4. In the absence of instructions, or where instructions are imprecise, incomplete or contrary to the Agreement, Intec System reserves the right to act at its own discretion at the Customer’s risk and expense.
5. Unless otherwise expressly agreed In Writing, Intec System reserves the right, at its own discretion and without prior notice to the Customer, to:
   1. Arrange for transport of the Goods using any mode, route or carrier that Intec System deems appropriate for the assignment.
   2. Manage all practical and logistical aspects of the transport, including storage, packing, loading, unloading, handling, transhipment and other necessary activities, at any place, on land or at sea, and for any period deemed necessary for proper performance of the Assignment.
   3. Entrust the performance of the whole or parts of the Assignment that Intec System has undertaken under the Agreement to subcontractors.
   4. Consolidate the goods with other consignments or store them together with other goods to optimise operational efficiency.
   5. Depart from the Customer’s instructions if reasonably necessary to prevent or limit harm to people, property or the environment, ensure compliance with applicable laws, regulations and industry standards, comply with orders, prohibitions, recommendations or similar from authorities, or otherwise safeguard the Customer’s best interests.

Intec System’s Right to Suspend or Terminate the Agreement

1. Intec System reserves the right to suspend performance of the Agreement or to terminate the Agreement in the following circumstances:
   1. The Customer ceases payments, files for bankruptcy, initiates liquidation or enters into other comparable compulsory or voluntary arrangements with its creditors due to insolvency.
   2. The Customer, despite written reminder, is in breach of its payment obligations, cf. clause 5.4.
   3. The Customer sets off against Intec System’s claims against the Customer, cf. clause 6.1.
   4. The Customer fails to provide necessary, correct or timely information or documentation required for performance of the Agreement, cf. clause 9.1.
   5. The nature of the Goods and/or the circumstances of the transport pose a risk to health, safety, property or the environment, or are contrary to applicable laws, regulations or orders from authorities, making it impossible, unlawful or unreasonably onerous for Intec System to perform the Agreement.
   6. The Customer has failed to inform Intec System of the dangerous nature of the Goods prior to entering into the Agreement, cf. clause 11.2.
   7. A Force Majeure Event prevents performance of the Agreement for more than 30 days, cf. clause 15.3.
2. Termination of the Agreement pursuant to clause 13.1(c)–(d) may only take place if the Customer has been notified In Writing with a 10-day deadline to remedy the matter, and the issue has not been resolved before the expiry of that period.
3. In the event of termination or suspension, the Customer’s obligation to pay for already performed Freight Forwarding Services remains in force, and Intec System is furthermore entitled to compensation for losses suffered and costs incurred.

Storage

1. Intec System’s obligations and liability in relation to stored Goods are governed by NSAB 2015; however, the provision in § 25(A) on the freight forwarder’s obligation to insure stored Goods is deviated from. Contrary to § 25(A) of NSAB 2015, the Customer must take out insurance for stored Goods against fire, water damage and burglary. The sum insured must at least correspond to the invoice value of the Goods + 10% of the invoice value to cover any consequential costs.
2. If, due to circumstances beyond Intec System’s control, it proves impossible to carry out the Assignment as agreed, or if such circumstances prevent Intec System from delivering the Goods upon arrival at the agreed place of destination, Intec System remains responsible for the Goods pursuant to NSAB 2015 § 6(1) for a period of 14 days from the time Intec System identifies the impediment and notifies the Customer thereof. After expiry of this period, the provisions on liability for stored Goods in NSAB §§ 25–26 and clause 14.1 apply.

Force Majeure

1. Intec System is not liable for failure or delay in performing its obligations, or for damage or other loss resulting from circumstances that Intec System could not reasonably have foreseen or avoided, and whose consequences Intec System could not reasonably avert or overcome. In such a situation, Intec System is excused from performing its obligations for as long as the Force Majeure Event persists and, despite reasonable efforts, Intec System is unable to resume performance of the Agreement.
2. Intec System shall, without undue delay – and no later than 3 working days from the occurrence of the event – notify the Customer In Writing of the nature, scope and expected duration of the Force Majeure Event.
3. If the Force Majeure Event prevents performance of the Assignment for more than 30 days, or if at the time of the notice pursuant to clause 15.2 it is clear that the impediment will last longer than 30 days, either party may, by written notice to the other party, terminate the Agreement in whole or in part with immediate effect without liability for damage or loss to either party.

Export Control, Sanctions and Customs Laws

1. The Customer undertakes to fully comply with all applicable export control, sanctions, customs laws and other relevant regulatory requirements and restrictions in connection with the import, export, transfer, making available or transit of goods (“Trade Laws”), and specifically warrants that:
   1. Neither the Customer, the Customer’s management, board, owners, affiliates, agents nor other involved partners, recipients, customers or end-users are listed on relevant sanctions lists.
   2. The Customer, in good time and prior to entering into the Agreement, informs Intec System if the shipment is subject to any applicable sanctions, import, export or re-export restrictions under applicable Trade Laws.
   3. The Customer has obtained all necessary permits, licences or other government approvals required to deliver the Goods to their final destination and use.
2. The Customer shall provide all information and documents in due time, to the extent and in the format specified by Intec System, to enable Intec System to perform the agreed Freight Forwarding Services correctly, in a timely manner and in accordance with the Agreement and applicable Trade Laws. The Customer warrants that all information, instructions and documents provided to Intec System are complete and correct. The Customer undertakes to promptly notify Intec System if there is (i) a need to update information or documents, or (ii) any errors or inaccuracies in the information or documents provided, and to supply updated information and documents.
3. If transport or handling of the Goods requires permits, licences or other public approvals (for example, dual-use items or military equipment), it is the Customer’s responsibility to obtain and maintain these, and to establish appropriate compliance measures to comply with applicable Trade Laws. At Intec System’s request, the Customer shall provide information on the technical specifications and classification of the Goods and the authorisation (e.g. licence, permit or exemption) and any copies thereof. The Customer shall also inform about special routing requirements or other conditions applicable to the transport of the Goods.
4. The Customer is responsible for export classification of the goods included in the Customer’s consignments and for ensuring that delivery of the consignment to the final destination, any known end-user and end-use complies with all applicable Trade Laws.
5. The Customer shall actively assist Intec System in obtaining all necessary permits, licences or other governmental approvals required under applicable Trade Laws so that Intec System can perform the agreed Freight Forwarding Services correctly, in a timely manner and in accordance with the Agreement and applicable Trade Laws.
6. Intec System is not liable for damage, delays, loss or expenses arising from the Customer’s failure to observe its obligations under clauses 16.1–16.4, or the Customer’s failure to comply with its obligations under applicable Trade Laws, and the Customer shall indemnify and hold Intec System harmless against any expense, loss or liability arising therefrom.
7. The Customer and Intec System are each data controllers under applicable data protection laws in the performance of their tasks and are each responsible for complying with data protection obligations and other applicable laws, including in relation to applicable Trade Laws.