Terms and conditions

Introduction

These terms apply to all sales and deliveries by SIMA Innovation A/S, a Danish limited liability Company duly incorporated under Danish law, with CVR.no 29 18 69 52 (hereinafter referred to as “SIMA”), unless a separate written agreement supersedes them. Deviations from these terms may be agreed upon in writing and included in the offer or a general framework agreement with a specific buyer. Failure to comply with these terms may result in the order not being accepted, or in other legal remedies available to SIMA.

Any agreement (hereinafter referred to as an “Agreement”) will consist of i) the offer from SIMA, ii) these sales and delivery terms, iii) the order confirmation from SIMA and iv) any other written agreement between the parties.

Export Controls

• SIMA is committed to adhering to all applicable export control regulations of the European Union and other relevant countries whose jurisdiction SIMA operates within and will take all reasonable steps to ensure export control compliance.
• The Buyer acknowledges that SIMA may be required to deny or delay the sale or delivery of products subject to export control restrictions. This includes verifying the legitimacy and reliability of the end user (the ultimate recipient of the product) as part of the export control process, as well as adhering to any other requirements within applicable regulation.
• The Buyer bears the sole responsibility for obtaining any import licenses or permits required in the jurisdiction(s) in which they operate, for the purchase and import of the products sold by SIMA.
• SIMA recommends that the Buyer consult with their own export control and customs authorities to determine any applicable import regulations.
• The Buyer agrees to provide SIMA with all necessary information regarding the intended end user of the products, including but not limited to, name, location, and intended use. This information is essential for SIMA to fulfill its export control obligations and ensure responsible trade practices.
• Failure to provide necessary information or providing incorrect information about the end user may result in the order not being accepted, or in other legal remedies available to SIMA, on in SIMA having to report any irregularities to relevant public authorities.

Offers and Orders

• Orders are not binding on SIMA unless SIMA has formally accepted the order in writing through an order confirmation.
• All Agreements are final, and SIMA does not accept any returns.

Payment

• Payment must be made in accordance with the terms specified in the Agreement (including invoice or separate agreement).
• If no due date is specified in the Agreement, all invoiced amounts are due 14 days from the invoice. The currency of SIMA’s claim will be specified in the Agreement/on the invoice.
• If payment is made after the due date, the Buyer shall pay interest of 5 % on the overdue amount per month (or part of a month) until payment is settled in full.
• SIMA reserves the right to withhold delivery if the Buyer fails to comply with payment obligations.
• The Buyer is not entitled to set off any counterclaims against SIMA without SIMA’s prior written consent.

Delivery

• Delivery occurs Ex Works (EXW) (as per INCOTERMS 2020) from SIMA’s location at DK-5792 Aarslev.
• The time of delivery can be agreed upon either at a specific date or within a fixed period and will be included in the order confirmation.
• Until full payment has been received, the product remains the property of SIMA.

Prices

• Offers and prices stated in the offer exclude VAT and other associated costs related to delivery (such as public taxes, duties, fees, etc.).
• Notification of any price changes will be given with a minimum of 30 days’ notice.

Documentation and Intellectual Property

• All documentation designed or developed by SIMA remains the exclusive property of SIMA. This includes, but is not limited to manuals, drawings, technical information, specifications, designs, reports and any other materials provided by SIMA (hereinafter referred to as the “Documentation”). The Documentation is strictly confidential.
• The buyer is granted a non-exclusive, non-transferable license to use the Documentation solely for the purpose of operating, maintaining, and supporting the products delivered by SIMA. The buyer shall not reproduce, distribute, or disclose the Documentation to any third party without the prior written consent of SIMA.
• SIMA retains all right, title, and interest in and to any and all intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets, and any other proprietary rights (collectively referred to as “Intellectual Property Rights”) related to and the Documentation. Nothing in these terms or an Agreement shall be construed as a transfer or assignment of any Intellectual Property Rights from SIMA to the buyer.
• The buyer acknowledges that it has no rights or licenses with respect to any Intellectual Property Rights of SIMA except as expressly granted. The buyer agrees not to infringe, misappropriate, or otherwise violate SIMA’s Intellectual Property Rights. The buyer shall not reverse engineer, decompile, or delivered by SIMA or any part thereof, unless stated in agreement or manuals as part of maintenance routine, spare part exchange or modular exchange of components for different end-user scenarios, as e.g. weapon mounts and ammo box holders. Nor shall the buyer attempt to derive any proprietary information embedded in the products. The buyer agrees to indemnify, defend, and hold harmless SIMA from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to the buyer’s breach of this clause.
• The buyer acknowledges that any unauthorized use, reproduction, disclosure, or distribution of the Intellectual Property Rights and/or the Documentation, or any breach of the provisions set forth in the in these terms or an Agreement related hereto, would cause significant harm to SIMA. The exact amount of damages would be difficult to ascertain. Therefore, the parties agree that the following liquidated damages are a reasonable estimate of the harm that would result from such breaches:
• In the event of any breach by the buyer, the buyer shall pay to SIMA liquidated damages in the amount of 500,000,00 DKK (the “LD amount”) per breach. For ongoing or continuous breaches, the buyer shall pay the LD amount for each month the breach continues after the initial breach is identified and notified by SIMA.
• The payment of liquidated damages shall not preclude SIMA from seeking injunctive relief or any other legal or equitable remedies available under Danish law or the Agreement to prevent further breaches or to recover additional damages resulting from the breach.

Complaints and Defects

• Upon receipt of a delivery, the Buyer is obligated to inspect the products and check for any deficiencies.
• Any deficiencies must immediately be claimed in writing, providing a detailed description and evidence. If the Buyer fails to do so, the Buyer no longer has the right to claim the deficiencies.
• In case if hidden deficiencies, any claims must be set forth in writing, providing a detailed description and evidence, within 12 months from the time of delivery.
• In case of deficiencies, SIMA will at its own discretion assess whether to remedy the issue, replace the product, or offer a commercially reasonable solution (depending on the severity of the defect). These remedies are the buyer’s exclusive remedies for defect claims, and SIMA shall not be liable for any indirect, incidental, consequential, or punitive damages etc.
• The buyer acknowledges that defect claims are excluded if the products delivered by SIMA are not used as instructed and intended by SIMA. SIMA shall not be liable for defects resulting from misuse, abuse, improper installation, or operation beyond specified limits. SIMA reserves the right to inspect the products to verify defect claims.
• If a product is returned to SIMA, the buyer pays return costs. If the claim is justified, reasonable costs will be reimbursed.

Change or Intervention by the Buyer

• Any interventions, changes, or alterations to the product in any way; installing the product on other platforms or connections than specified, changing parts to other than delivered by SIMA, drilling holes, removing parts, change of connectors etc., without SIMA’s written consent, relieve SIMA of any obligations/liability.

General Liability

• In case of breach of an Agreement, the Parties shall be mutually liable towards one another.
• However, SIMA shall in no event be liable for any indirect, incidental, consequential losses or punitive damages, including but not limited to loss of profits, revenue, or business opportunities etc.
• SIMA’s liability is in any event furthermore limited to the purchase price paid by the customer to SIMA in regards of the Agreement in question.

Product Liability

• SIMA is liable under the provisions of the Product Liability Act, and this liability cannot be altered or waived by any agreement. The maximum liability of SIMA in case of any damages will be the purchase price of the product.
• SIMA is not liable, on whatever grounds the claim is made and regardless of the degree of negligence, for direct, incidental, consequential losses or punitive damages, including but not limited to loss of profits, revenue, or business opportunities etc.

Force Majeure

• The following events will exempt SIMA from liability if such events prevent delivery or make the execution unreasonably onerous: Industrial conflicts, strikes, lockouts and any other event over which SIMA has no control, such as, but not limited to, fires, war and mobilization, riots and civil commotion, terrorist activities, natural disasters, deficiencies or delays in deliveries from subcontractors, lack of transportation options, currency restrictions, import and export restrictions, death, illness or resignation of key personnel, governmental restrictions based on epidemics/pandemics.
• In the event of force majeure, SIMA will communicate with the Buyer to attempt to find a suitable solution. The obligations of the parties will be suspended during the period of force majeure.

Governing law and Disputes

• These sales and delivery terms, as well as any Agreement between the parties, are governed by the laws of Denmark.
• Any controversy or dispute between the parties shall be settled in Denmark by the general courts under Danish law. Before it goes to court, the parties will attempt to resolve the dispute through negotiation or mediation.