1.   General

1.1. Any delivery from iTOOLS is subject to these Sales and Delivery Terms and Conditions, which are binding for all deliveries between the parties, superseding any agreements and customs contrary to the conditions, including conditions prepared and sent by the Buyer, unless expressly stated otherwise in the order confirmation or deviated by another written agreement with iTOOLS.

1.2. These Sales and Delivery Terms and Conditions were updated on 22.03.2024 and replace all previous Sales and Delivery Terms and Conditions.

2.    Quotation/orders

2.1. Quotations issued by iTOOLS are binding for 30 days from the date of issuance, after which the quotation expires.

2.2. Agreements between the buyer and iTOOLS are considered concluded only when the agreement is confirmed in writing by iTOOLS.

2.3. iTOOLS is entitled, until the order confirmation has come to the Buyer's knowledge, to revoke the offers and quotations sent by iTOOLS.

2.4. Any changes, additional agreements, or other conditions are only valid upon written confirmation by iTOOLS.

2.5. The Buyer is not entitled to any right of withdrawal, once an order has been confirmed.

3.    Price Adjustments

3.1. Any delivery is made at the prices applicable at the time of delivery. Prices and quotations are stated excluding VAT, EXW, and excluding any other public taxes, fees, etc., associated with the delivery.

3.2. iTOOLS reserves the right to change prices without notice.

3.3. If there are cost increases of more than 5% in production and/or delivery costs, as well as in supplier prices, up to the delivery time, iTOOLS is entitled to adjust the price for such documented cost increases.

3.4. The price is based on the exchange rates applicable at the time of order placement. Changes in the exchange rate of more than 5% entitles iTOOLS to adjust the price accordingly.

4.   Payment terms

4.1. The purchase price is due in full 14 days net from invoicing unless another written agreement has been made.

4.2. In case of late payment, interest is charged from the due date at a rate of 2% per commenced month on the amount due.

4.3. A reminder fee of DKK 100 per reminder is charged.

4.4. If the Buyer fails to meet payment obligations towards iTOOLS, iTOOLS reserves the right to withhold
       further deliveries until full payment of all outstanding amounts has been made.

4.5. iTOOLS retains full ownership of the sold item until the full purchase price, interest, fees, and other costs are paid.

4.6. If the Buyer breaches any of the stated obligations, including payment obligations, iTOOLS is entitled to terminate the agreement, sell the product at the Buyer's expense to a third party, and/or assert claims for damages. iTOOLS may claim compensation for any loss, including indirect loss.

5.   Delivery Terms

5.1. Delivery is made according to the Agreement and Incoterms 2020.

5.2. Delivery is made during normal working hours.

5.3. If no other agreement has been made, the delivery condition is Incoterms 2020 EXW.

5.4. According to Incoterms 2020 EXW, delivery is considered to have occurred when the goods are made available to the buyer at iTOOLS' place of business. All risk for the goods transfers to the buyer upon delivery.

5.5. Unless otherwise agreed, the delivery is always based on Incoterms 2020 and the conditions mentioned in Incoterms 2020.

5.6. Unless otherwise agreed in a written agreement, iTOOLS determines the method of dispatch in case of delivery outside iTOOLS' domicile.

5.7. The Buyer is responsible for paying all costs for freight, insurance, export, transit and import permits, taxes, fees, customs duties, and other costs associated with the order.

5.8. Partial deliveries are permitted to the extent reasonable for the Buyer.

5.9. In case of delayed delivery, iTOOLS is obliged to notify the buyer. iTOOLS has no responsibility for delays up to 6 weeks. A delay of more than 6 weeks entitles the buyer to a penalty of 5% of the contract amount per full week the delay has lasted for the undelivered, however, a maximum of 30% of the contract amount for the delayed goods. Furthermore, the buyer has no other rights in connection with the delay.

5.10.If the Buyer does not accept delivery at the time of delivery, including failing to fulfil the obligation to pick up, iTOOLS is entitled to terminate the agreement and assert claims for damages, as well as charge market rent for storage.

6.   Force majeure

6.1. iTOOLS is not liable for non-performance of iTOOLS' obligations if iTOOLS can demonstrate that the obstacle is due to an impediment beyond iTOOLS' control, such as, but not limited to, war, warlike situations, fire, strike, pandemic, lockout, export or import bans, embargo, delayed or deficient delivery of materials from subcontractors, production stoppage, lack of energy or transportation options etc.