Version 1.4 – April 2017

Basis of Agreement

1.1 These terms apply to business orders and purchases at Rezycl. The parties’ subscription agreement, Rezycl’s offer, Rezycl’s invoice, and these trade terms constitute the full basis of the agreement.

1.2 The parties can deviate from these trade terms, but deviations agreed upon must be stated in the subscription agreement. Agreements and terms not mentioned in the subscription agreement are based on these trade terms, which then apply.

1.3 In the event of inconsistencies in the basis of the agreement, the parties’ subscription agreement, these trade terms, Rezycl’s invoice, and Rezycl’s offer take precedence in the mentioned order.

1.4 Rezycl only accepts potential purchase conditions from the customer if Rezycl has accepted this in writing. In case of discrepancies between Rezycl’s and the customer’s terms, Rezycl’s trade terms take precedence, unless otherwise agreed in the subscription agreement.

Conclusion of Subscription Agreement

2.1 An order only binds Rezycl once the customer has received a written or electronically signed subscription agreement.

2.2 Offers from Rezycl are only binding for Rezycl upon receipt of corresponding acceptance from the customer within 8 days after the offer’s issuance.

2.3 Rezycl’s information about price, delivery, features, capacity, and technical data is only indicative and does not constitute a guarantee. Rezycl is not responsible for the delivered product meeting the buyer’s needs or intended use.

Delivery

3.1 Unless otherwise agreed, delivery occurs within a reasonable time after the conclusion of the agreement via Rezycl’s website or Rezycl’s supplier. Rezycl may perform successive delivery and billing. Delivery has taken place when Rezycl has opened the customer’s access to the subscription/service or informed the customer that the subscription/service is available to the customer. The customer’s requests for changes or additional purchases can extend the total delivery time.

3.2 Rezycl may offer delivery, installation, and setup for a fee.

Prices

4.1 Prices are stated excluding delivery costs, fees, VAT, and other charges. Until delivery has occurred, Rezycl may increase prices due to changes in exchange rates, purchase prices, customs, taxes, freight, insurance, and other beyond Rezycl’s control.

4.2 The price for the software/service and subscription follows Rezycl’s current price list unless otherwise agreed in the purchase agreement.

4.3 The price stated at the time of agreement can – in addition to the situations mentioned in point 4.1 – be changed by Rezycl with a 30-day notice to the end of a month. Notice will be sent to the email address provided at the start/purchase of the product.

Payment

5.1 Unless otherwise agreed in writing, payment of any setup fee occurs at the time of order placement.

5.2 For payment of ongoing services/subscriptions (e.g., payment per container/information card) – the customer authorizes Rezycl to carry out transactions on the customer’s payment card continuously.

The customer, with the agreement’s conclusion, grants permission for Rezycl to conduct one payment transaction for each payment period (week or month) as long as the agreement runs. The payment transaction is carried out on the last banking day before a new payment period begins. Rezycl is only entitled to conduct payment transactions for the amount of the previous period unless otherwise agreed in the subscription agreement.

Any additional amounts must be separately approved by the customer.

5.3 The customer commits to receiving invoices from Rezycl electronically, e.g., via email or directly in the financial system unless otherwise agreed in writing.

5.4 It is possible for the customer to purchase other services, such as the insertion of historical data. The price for these services is agreed upon from time to time and depends on the scope of the task. Payment for these services is due at the end of the next month unless otherwise agreed in writing.

5.5 If the customer does not have a payment card for paying the service, an invoice is sent at the end of each month, with a payment deadline of net cash + 8 days. This payment method may include a billing fee according to the current price list.

5.6 Settlement occurs per container/information card registered in the system according to the current price list unless otherwise agreed in writing. The price list is available on www.rezycl.com.

5.7 It is the customer’s responsibility to ensure that the number of containers/information cards registered in the system on the customer is correct, and that the distribution between “fixed” and “on-call” is also correct. The customer is responsible for maintaining the information up-to-date, so it is correct.

5.8 After the due date, Rezycl’s claims are subject to interest at the current process interest rate according to the Interest Act. The customer cannot offset against Rezycl’s payment claims, and complaints about delays, defects, etc., do not exempt the customer from payment at maturity. Payment by credit card may be subject to a card and administration fee.

Termination/Cancellation

6.1 Entered agreements are valid until they are terminated by Rezycl or the customer. Termination can occur with 3 months’ notice from Rezycl’s side and with 6 months’ notice to the end of a calendar year from the customer’s side.

6.2 If the customer fails to pay an overdue invoice no later than 7 days after receiving a written demand – by letter or email – from Rezycl, Rezycl, in addition to interest after point 5.3, has the right to

i) cancel the sale of the software, services, and subscription that the payment delay concerns.
ii) cancel the sale of the software, services, and subscription not yet delivered to the customer, or demand prepayment for them, and/or
iii) exercise other breach of contract rights.

Retention of Title and Rezycl’s Intellectual Property Rights

7.1 Apart from a non-exclusive right of use, the customer does not acquire ownership, copyright, or any other intellectual property rights to the software. Rezycl retains ownership of the delivered software.

7.2 All rights regarding Rezycl’s software, including all terms, conditions, descriptions, data, methods, and know-how, belong solely to Rezycl. All copyrights, trademarks, design rights, patents, and all other intellectual property rights to and concerning Rezycl’s software and Rezycl belong solely to Rezycl.

7.3 Any form of copying, reproduction, or other forms of imitation is prohibited.

7.4 Rezycl retains ownership of the collected data generated in the system.

7.5 From the end of the cooperation with Rezycl and until 6 months thereafter, the customer can obtain a copy of the raw data concerning the customer.

7.6 Any infringement is expected to lead to liability for damages and legal prosecution.

Complaints, Returns, and Defects

8.1 Rezycl provides no warranty for the sold software/service and subscription, which the customer must immediately inspect upon receipt. Complaints must be made in writing with justification and documentation. If a complaint is made too late or is insufficient, the customer’s claims against Rezycl lapse.

8.2 Incorrect use, disregard of instructions and guidelines from Rezycl or Rezycl’s suppliers, does not constitute a defect, and the defect claim lapses if changes or incorrect interventions are made in the software/service.

8.3 In the case of defects, Rezycl may redeliver or remedy, and if it happens within a reasonable time, the customer’s right to cancel or raise payment claims against Rezycl lapses. If a complaint is unjustified, Rezycl may invoice the customer for costs of investigation, redelivery, and/or remedy.

Product Liability

9.1 Rezycl is not liable for personal, property, and building damage caused by the sold software/service, or for damage to products in which Rezycl’s software/service is included unless Rezycl has acted intentionally or with gross negligence, cf. the limitation of liability in point 10.

Limitation of Liability

10.1 Rezycl is not liable for supplier errors or failures. Claims against Rezycl, e.g., due to errors, defects, delays, and product liability, require, under all circumstances, that Rezycl has acted intentionally or with gross negligence.

10.2 Rezycl is not liable for the software, services, and subscription meeting the legislation or standards or can be used for specific purposes unless otherwise agreed in writing by the parties.

10.3 Rezycl is not responsible for operational disruptions and errors arising directly or indirectly as a result of communication errors, input errors, breakdowns/operational disruptions on the Internet, Rezycl’s servers, hardware, or software.

10.4 Rezycl is in no circumstances liable for consequential damages and indirect losses, including lost profits, goodwill, production losses, revenues, business opportunities, loss of data, information, etc. Furthermore, Rezycl is in no circumstances liable in the event of force majeure and other conditions Rezycl has no influence over.

10.5 If Rezycl should be liable for damages, the compensation claim can in no circumstances exceed DKK 10,000, regardless of the size of a suffered loss.

Confidentiality

11.1 The customer must not disclose, use, or enable others to use Rezycl’s trade secrets or other information of any kind, which is not publicly available.

11.2 The customer must not inappropriately acquire or attempt to acquire knowledge of or control over Rezycl’s confidential information as described in point 11.1. The customer must handle and store information securely to prevent it from inadvertently becoming known to others.

11.3 The obligations of the parties under points 11.1 – 11.2 apply during the parties’ cooperation and without time limitation after the cooperation’s termination regardless of the reason for termination.

11.4 The data generated in the system between the haulier and their customers are confidential and are not disclosed to third parties. However, Rezycl can forward the statistical data on the haulier’s customer/s if this/these choose to change the supplier.

11.5 Rezycl reserves the right to disclose information to the extent required by legislation, public authorities, or courts. Rezycl will thus only use the information for internal purposes in Rezycl or affiliated companies.

11.6 Rezycl reserves the right to use the information in anonymized form, for example, in connection with marketing, user surveys, guidelines, etc.

Data Security

12.1 Rezycl stores and handles data according to Danish legislation.

Marketing

13.1 Unless otherwise agreed in writing, Rezycl has permission to use the customer’s name and logo on Rezycl’s website and marketing material as a reference.

Reservation for Typographical Errors and Misprints

14.1 Rezycl reserves the right and assumes no responsibility for typographical errors and misprints.

Disputes

15.1 Disputes between the customer and Rezycl are settled according to Danish law at Rezycl’s legal venue, however, Rezycl may choose to file a lawsuit at the customer’s legal venue.