1. Contractual basis
1.1. The following terms shall apply to all trade between ReMoni ApS, VAT no. DK35212124 (in the following ReMoni) and the Customer/dealer/distributor (in the following the Customer).
1.2. These General Terms of Sale and Delivery may only be departed from to the extent where a written and signed agreement hereof has been entered into between ReMoni and the Customer. It is specified that these Terms of Sale and Delivery cannot be overruled by the Customer’s purchase terms.
1.3. The term Product(s) will be used covering all physical and non-physical products and services delivered by ReMoni, including, but not limited to, hardware, sensors and cloud-services.
2. Obligations applicable for the Products
2.1. Internet connection and network: The Customer must deliver the necessary internet connection for the Products. ReMoni shall not deliver support for internet and/or network connection(s).
2.2. Customer desktop software: The Customer must use their own desktop software; e.g. internet browser.
2.3. Data ownership: The collected data is stored at the ReMoni platform. The Customer retains all right, title and interest in their content. ReMoni is allowed to operate the data and use it in anonymized form to e.g. benchmark the energy consumption of different units, and enhance the models to predict malfunction in the monitored units.
2.4. Data location: Data are stored at regional data-centers when needed due to regional regulations.
2.5. Data access: Data are retrievable from ReMoni portal in a readable format. The ReMoni Application Programming Interface (API) is accessed through the ReMoni portal (portal.remoni.eu).
2.6. Audits: ReMoni has external Audits of the Cloud-services, to ensure a high quality and robustness. The external audits are confidential, but allow a third party external audit institution to access all data during the audit process.
2.7. ReMoni will protect the Customer’s data using Microsoft Azures access management, encryption, security practices and threat management, according to Security of information in ISO/IEC 27001:2013, Information Security Management Standards and ISO/IEC 27018:2014, Information technology | Security techniques | code of practice for protection of personally
identifiable information (PPI) in public clouds acting as PII processors.
2.8. The Customer may only use the API as intended, and burden it in a reasonable volume. ReMoni is allowed to limit the access rate, i.e. to balance the API load. ReMoni may change, discontinue or deprecate any APIs, but will apply commercially reasonable efforts to continue supporting the previous version of any API for a period of twelve (12) months after the change, discontinuation, or deprecation.
2.9. ReMoni may change, discontinue, or deprecate any Product offering, or change or remove features or functionality of the Product offering at any time, if it is replaced by a new and/or updated offering.
3. Price lists, product descriptions, marketing material etc.
3.1. ReMoni reserves the right to change prices and product specifications without notice.
3.2. Product specifications stated in product descriptions or marketing material should be considered approximate and deviations may occur.
3.3. Reservations are made by ReMoni for errors in price lists, product descriptions, marketing material etc. and ReMoni shall not be bound by such errors.
4. Delivery and transfer of risk
4.1. After acceptance of an order, ReMoni shall deliver as soon as possible unless otherwise agreed.
4.2. Delivery is ex works, EXW, (Incoterms 2010) at ReMoni’s premises or appointed warehouse, to a carrier chosen by ReMoni.
4.3. The risk of accidental loss of the product will pass to the Customer upon delivery.
4.4. Cloud-services are delivered by user access to the service on the ReMoni cloud platform (portal.remoni.eu and/or api.remoni.eu).
5. Carriage costs and insurance
5.1. Costs related to carriage of Products, including transport insurance from the address specified in clause 4.2, shall be paid by the Customer and shall be of no concern to ReMoni.
6. Delay in delivery and force majeure
6.1. ReMoni aims to deliver at the date of delivery agreed upon.
6.2. If ReMoni’s delivery is delayed, ReMoni shall be liable to inform, the Customer of such postponed delivery and when delivery is expected to take place.
6.3. A purchase agreement cannot be cancelled by the Customer unless ReMoni has postponed delivery three (3) times.
6.4. The Customer is not entitled to claim liability in damages or similar related to delay.
6.5. ReMoni shall not be liable in case of force majeure, carriage obstacles, delay caused by sub-suppliers, work accidents, strike, lock out or fire.
7. Intellectual property rights
7.1. ReMoni shall be the owner or the license holder of all intellectual property rights related to all delivered material and products. Such material and product information is personal and cannot by the Customer be passed on to third parties or used for any other purposes.
8. Terms of payment and retention of title
8.1. All prices stated by ReMoni are in Euros, excl. VAT and taxes, including but not limited to, sales, use, excise and import taxes.
8.2. The Products ordered must be paid before delivery. Delivery cannot take place before the Customer provides documentation that the invoice issued has been paid. The invoice date shall be considered as the due date in accordance with the Danish Interest Act.
8.3. If payment is not made in due time, ReMoni shall be entitled to claim interest for late payment at the rate of 2% per month or fraction of month.
8.4. ReMoni has the right to obtain effective payment, due to which the Customer is unauthorized to set off any claim against ReMoni, e.g. if the Customer’s end-Customer fails to pay.
8.5. ReMoni shall have ownership of the Products sold until full payment, including interest and expenses, has been made (retention of title).
9.1. ReMoni provides a 24-months warranty for defects in the products, if any defect can be attributed to the production.
9.2. The warranty period is calculated from the delivery of the product to the Customer, cf. clause 4.2. Complaints shall be made immediately and without delay.
9.3. ReMoni provides a 12-months warranty on additional equipment, spare parts and repair work.
9.4. The warranty does not apply if a product has not been installed in accordance with the manual accompanying each product or if any alterations has been made to the product.
10. Limitation of liability
10.1. Except from the right of warranty period specified in clause 8, ReMoni cannot be met by any claims raised on missing data, irrespective of the reason, any deletion, damage or destruction of the Customer’s content, claims from third parties related to ReMoni’s products, business interruption costs, loss of profit, any type of direct or indirect loss, consequential damage, damage related to machinery, pipes and/or electrical installations, removal and/or reinstallation costs, misuse or faulty installation. The liability of ReMoni is in any respect limited to the value of the sold Product.
10.2. ReMoni shall not be liable for any claims based on the Customers compliance, designs, specifications, instructions, repair, modification, alteration of any Products by parties other than ReMoni or use in combination with other Products.
10.3. Dependence on Third Party: ReMoni is not responsible for fault or lacks caused by Third Party.
11. Product liability
11.1. ReMoni has taken out a global product liability insurance covering errors and/or defects which may be directly related to ReMoni’s deliveries. ReMoni disclaims liability to the widest possible extent, as it is emphasized that ReMoni cannot be held liable for operating loss, loss of profits, loss of time or any other financial, consequential loss for damage to e.g. installations caused by the sold product. The Customer will indemnify ReMoni for such loss and damages which may be related to the Customer’s services/deliveries to a third party. In this connection, the Customer is under an obligation to take out a product liability insurance of sufficient value to cover such liability caused by the Customer’s services/deliveries to a third party.
12. Applicable law and venue
12.1. Any dispute arising out of or in relation to the parties’ legal relationship shall be decided according to Danish law, except for any conflicts rules which may refer the consideration of the dispute to another country’s laws. ReMoni decides whether the dispute shall be settled by Danish law (City Court of Aarhus) as first instance, by foreign law or by arbitration in accordance with Danish laws of arbitration.