Version 1. Dated April 19, 2022 

These general terms and conditions (the “Terms“) apply to all deliveries of services and products (collectively the “Deliverables”) by Pufin ID A/S, company reg. no. 40 91 13 32 (“Pufin ID”) to any customer (“Customer”), unless otherwise expressly agreed in writing. In case of any discrepancy between these Terms and any terms and conditions put forward by the Customer in orders or otherwise, these Terms shall prevail.

1. Offer and confirmation of order
   • Pufin ID offers are only binding for 30 days calculated from the date the offer is given. Pufin ID offers are automatically terminated upon expiration of the offer. Furthermore, Pufin ID offers can be terminated if a certain delivery is sold out or if the terms and conditions are changed by e.g. a subcontractor.
   • Pufin ID retains the right to make changes to the delivery until the time of the delivery date, however, if such changes are made, Pufin ID guarantees to deliver a similar service as a minimum.
   • The Customer can only claim the rights in these terms and conditions or in an individual agreement between the parties. Information given by Pufin ID orally, on the internet, in brochures etc. is therefore without relevance for the assessment of the delivery.
   • A Pufin ID offer is not binding until both parties have signed the offer and the signed offer has been exchanged between Pufin ID and the Customer. If the offer has expired before a counter-signed copy has been exchanged between Pufin ID and the Customer, the offer is not binding.
2. Price and place of delivery
   • Prices follow from Pufin IDs at all time applicable price list or the signed and binding offer.
   • All Deliverables are EXW basis (as defined in the Incoterms valid on the date of Pufin ID’s signing of the offer).
   • Delivery times are provided with reservation of a possible delay from subcontractors. If Pufin ID is notified of a delay by a subcontractor or sees this as likely, then Pufin ID must inform the Customer of this promptly, and information regarding a new expected date of delivery must be given.
   • If a Deliverable by Pufin is delayed, the Customer may request delivery in writing and fix an additional, reasonable time limit (of not less than 20 business days) for delivery. If delivery is not made within such time limit, the Customer may cancel the order only with respect to the delayed part of the Deliverable(s).
   • The Customer has no other rights or remedies in case of delay by Pufin ID other than as stated in clause 4 and Pufin ID can under no circumstances be held responsible for any losses incurred by Customer due to a delayed or missing Deliverable.
3. Shipping, insurance etc.
   • The prices mentioned in the offer ex works (Incoterms 2020) are exclusive of costs for shipping, insurance, packing material, installation, VAT and any potential national taxes or charges unless anything else is agreed upon. Changes in exchange rates, taxes, insurance, shipping, and purchase costs give the Seller the right to adjust the price of the offer.
4. Payment
   • Pufin ID’s payment terms are 30 days from the date of invoice, unless there is a written agreement stating otherwise.
   • If the Customer does not pay within the last valid day of the payment period, and this is not due to Pufin ID related circumstances, then Pufin ID has the right to claim default interest from the respective day when payment was due in accordance with the provisions of the Danish Interest Act. Furthermore, Pufin ID has the right to claim payments for all invoiced and delivered Deliverables, irrespective of any earlier agreements made on terms of credit.
5. Retention of title and financial collateral
   • Pufin ID reserves the right of title to any physical Deliverable irrespective of whether there has been made a delivery until the agreed price has been paid in full, including possible interests and charges.
   • Pufin ID has the right to demand reassuring financial collateral for total costs incurred to Pufin ID in relation to the agreement. Pufin ID has the right to do so in all circumstances relating to the conclusion of agreement after the contract has been signed.
6. Annulment and amendment of the order
   • The Customer does not have the right to amend or annul the order after signing of the offer.
   • If the Customer, irrespective of this, chooses to annul the order, then the Customer is required to reimburse Pufin ID for the loss of profit.
7. Duty of investigation and notice of lack of conformity
   • The Customer is obliged to examine all physical Deliverables for any lack of conformity immediately after receipt and always before the Deliverables have been taken into use.
   • The Customer is to notify Pufin ID immediately if the Customer finds any lack of conformity with the received Deliverables. In case of other faults, including hidden faults which manifest later, the Customer must claim these immediately after having discovered the fault or at the latest 12 months after delivery.
   • The Customer cannot at a later point claim a lack of conformity towards Pufin ID if the Customer fails to notify Pufin ID immediately after discovering the lack of conformity.
8. Lack of conformity
   • In the case of lack of conformity of a physical Deliverable notified by the Customer to Pufin in accordance with clause 2, Pufin ID shall remedy such lack of non-conformity by means of software update, repair or delivery of replacement Deliverables at Pufin ID’s sole discretion, such repair or delivery of re-placement Deliverables to take place within a reasonable period.
   • Pufin ID does not have an obligation to remedy if the lack of conformity of the Deliverable is because the Deliverable has not been installed, used, operated, serviced or maintained in accordance with Pufin ID’s instructions. Furthermore, Pufin ID does not have an obligation to remedy if the lack of conformity of the Deliverable is due to modifications or technical interferences made without the written consent of Pufin ID; or due to extraordinary climatic impacts.

Highly consumable parts are not covered by any warranty or the right to demand remedy. Likewise, the costs relating to the assembling and disassembling are not covered by any right to demand remedy.

Immediately after having discovered a lack of conformity, the Customer must give a written notice.

• If the Customer can remedy the lack of conformity at his own business premises, Pufin ID may remedy at its sole discretion the lack of conformity by sending a new or a repaired Deliverable to the Customer.
• Deliverables, which have been replaced due to a lack of conformity, must be given back to Pufin ID unless anything else is agreed upon between the parties.

9. Limitation of liability
   • Pufin ID’s liability under any order, including but not limited to liability for a lack of conformity, cannot exceed the total price that the Customer has paid under the relevant order.
   • In no event shall Pufin ID be liable for any indirect losses, including – but not limited to – consequential damage, operating losses, loss of data or the cost to re-establish data, loss of contracts, business, anticipated savings, goodwill, revenue and loss of profit.
10. Responsibility for physical Deliverables
    • Pufin ID is responsible according to the law on general product safety.
    • Pufin ID is responsible for the possible injury of people and loss of dependency in accordance with the mandatory provisions on that matter. Besides the above mentioned, Pufin ID is not responsible for anything else regarding the general product safety.
11. Exemption of liability – Force majeure
    • The following circumstances result in exemption of liability if they occur after the conclusion of the agreement and prevent the agreement from being fulfilled:
    • Work conflicts, strikes, lock-outs and any other circumstances beyond the control of any of the parties, including but not limited to any cyber security events (hacking and attacks with ransomware or other malware), material failures or breakdowns of computer network, hardware or software, fire, epidemics, war, unforeseen military services of such scale, sabotages, seizures, exchange rate restrictions, riots and rebellions, lack of transport services, general shortage of goods, restrictions regarding driving means and shortcomings of deliveries by sub-contractors, or delays of such deliveries as a result of any of the above-mentioned circumstances.
    • The party wishing to claim any of the above-mentioned circumstances must, as soon as possible, notify the other party about the situation and when it is expected to be over.
    • 4. Both parties have the right to rescind the agreement by written notice to the other, when the fulfilment of the agreement, within reasonable time, becomes impossible due to any of the circumstances mentioned in 11.2.
12. Confidentiality
    • Any non-public information, including but not limited to prices, drawings, descriptions and any technical documents which Pufin has made or may make available to the Customer (“Confidential Information”) shall, unless otherwise set out in the order, remain the property of Pufin ID and shall be treated as confidential by the Customer and its representatives and must not, without the prior written consent of Pufin ID, be copied, reproduced or transferred to a third party or be used for other purposes than those intended when the Confidential Information was made available. Confidential Information shall be returned to Pufin ID upon request.
13. Resolution of disputes
    • These Terms shall be governed by Danish law. The ordinary courts of Denmark shall have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms and any order, and the parties irrevocably submit to the City Court of Copenhagen as the court of first instance.