Dan Division’s global business terms and conditions (BTAC)
1.
The following BTAC will apply exclusively to the current and future business relationships between Dan Division (collectively with its subsidiaries and affiliated companies, “Dan Division”) and you (“you” or the “client”).
Any additional or inconsistent terms issued by you, including any such terms and conditions set forth on a purchase order provided by you shall not be binding upon Dan Division, unless Dan Division gives its express agreement in writing.
2.
Any quotation or price information made available by Dan Division is without obligation and subject to change without notice unless an offer has been designated as binding.
Oral understandings between you and Dan Division will require written confirmation by Dan Division and a contract between you and Dan Division will only become valid when it has been accepted in writing by Dan Division (e.g., confirmation of order, which will be final) or when the order is performed (e.g., delivery, download or connection by you of or to the service from Dan Division).
3.
Dan Division reserves the right to correct errors in its offers, invoices and communications such as spelling or arithmetical errors. You and Dan Division each owe a duty to each other co-operate in order to give full effect to your agreement.
Unless specifically set forth in a written agreement between you and Dan Division, your obligations to Dan Division may not be sublicensed or assigned to any third party (with a change in control of you constituting an assignment). These Terms and Conditions shall be binding on each party’s successors and assigns.
4.
As permitted by law, Dan Division standard delivery terms are FOB origin.

Unless otherwise indicated in writing by Dan Division, all prices are quoted in EUR’s and are exclusive of all taxes and duties imposed by any governmental authority and freight and shipping charges, all of which shall be paid by you.

5.
Unless specifically set forth in a written agreement between you and Dan Division, payment for goods or services from Dan Division is unless other stated by Dan Division, net thirty (30) days from the date of invoice. Overdue payments shall bear interest from the due date at the rate of the lower of one and half percent per month (1.5%) or the maximum rate permissible under applicable law.
6.
Unless specifically set forth in a written agreement between you and Dan Division or as required by law, the goods and services purchased by you are provided “as is” without any representation or warranty of any kind, including without limitation, any warranty of non-infringement or fitness for a particular purpose.
In the event that any provision of these Terms and Conditions is unenforceable or invalid, such unenforceability or invalidity shall not render these Terms and Conditions unenforceable or invalid as a whole, and, in such event, such provision shall be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or court decisions.
7.
If an existing agreement between you and Dan Division expires at the conclusion of its then-current term without being renewed by either party or is terminated by either party for any reason, and you request to reinstate such agreement, Dan Division may, in its sole discretion, agree to allow such reinstatement.
If you enter into an agreement with Dan Division the agreement is governed by Swiss law, (without regard to applicable conflict of law’s provisions). The courts of London, England, shall be the exclusive forum for any disputes arising out of or related to such agreement. Both you and Dan Division agree to the personal jurisdiction and venue of these courts in any action related to such agreement.
DAN DIVISION 20015/20019