STANDARD TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICES (“TERMS”)
Version 1 – 28 October 2021
The following STANDARD TERMS AND CONDITIONS FOR PURCHASE OF GOODS AND SERVICES (“Terms”) only apply to transactions that do not have a written agreement, duly executed by both parties. If there is such an agreement, then those terms shall be the terms that govern the transaction and relationship of the parties.
In the absence of such a written agreement, duly executed by both parties, then these Terms provide you (“Supplier”) with the guidelines and legal stipulations of your purchase order (“Order”) with Blue World Technologies for the goods and/or services that are described on the face of the Order.
1.1 In these Terms, the following definitions apply:
Business Day: a day other than a Saturday, Sunday or public holiday in Denmark.
Deliverables: all documents, products and materials developed by the Supplier or its agents, contractors and employees for Blue World Technologies as part of or in relation to the Services in any form or media.
Goods: the goods (if any) set out in the Order.
Intellectual Property Rights (IPR): patents, copyright and related rights, trademarks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how or trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for renewals of such rights and all similar rights which subsist or will subsist in any country.
Blue World Technologies: means the Blue World Technologies entity identified in the Order.
Blue World Technologies Materials: materials, equipment and tools, drawings, specifications, content, software, and data supplied by or on behalf of Blue World Technologies to the Supplier.
Order: Blue World Technologies’ (purchase) order for the supply of Goods and/or Services governed by and incorporating these Terms.
Services: the services (if any), including without limitation any Deliverables, as set out in the Order.
Supplier: the person or firm from whom Blue World Technologies purchases the Goods and/or Services, as set out in the Order.
Supplier IPR: Supplier materials that were not developed for Blue World Technologies as part of the Services.
2. BASIS OF CONTRACT
2.1 The Order constitutes an offer by Blue World Technologies. Any conduct by the Supplier consistent with acceptance of the Order will constitute acceptance by the Supplier of these Terms.
2.2 Except as provided in clause 2.3 below, these Terms apply to the exclusion of any and all other terms or conditions, including such that the Supplier seeks to impose or incorporate relating to the provision of the Goods and/or Services and/or Deliverables.
2.3 To the extent that Blue World Technologies and the Supplier have expressly agreed and executed an agreement for the provision of the Goods, Deliverables and/or Services set out in the Order, such agreement shall prevail over these Terms.
3. SUPPLY OF GOODS
3.1 Blue World Technologies may reject the Goods if Blue World Technologies considers (acting reasonably) that the Goods do not conform or are unlikely to conform or comply with the Supplier’s warranties in clause 6.1(h), and any rejected Goods shall be returnable at the Supplier’s risk and expense.
3.2 Title and risk in the Goods will pass to Blue World Technologies on completion of delivery, unless payment for the Goods has already been made in which case title (but not risk) will pass upon payment.
3.3 Supplier agrees that Blue World Technologies may sell the Goods to third parties.
4.1 In addition to any other provision contained in the Order, Blue World Technologies may permit any third-party service providers to use the Goods, Deliverables and/or Services for the purpose of such third-party service provider providing services to Blue World Technologies.
5. SUPPLY OF SERVICES
5.1 The Supplier shall provide the Services to Blue World Technologies in accordance with the terms of the Order. The Supplier shall, at no additional cost other than as expressly set out in the Order: (a) meet any performance dates for the Services specified in the Order, included within the Supplier’s proposal or notified to the Supplier by Blue World Technologies; (b) co-operate with Blue World Technologies in all matters relating to the Services, and comply with all instructions of Blue World Technologies; (c) provide all equipment, tools, materials and such other items as are required to provide the Services; and (d) hold all Blue World Technologies Materials in safe custody at its own risk, maintain the Blue World Technologies Materials in good condition until returned to Blue World Technologies, and not dispose of or use the Blue World Technologies Materials other than in accordance with Blue World Technologies’ written instructions or authorisation.
6.1 The Supplier warrants and represents to Blue World Technologies that: (a) it will perform the Services and carry out its obligations under the Order with the best care, skill and diligence in accordance with good practice in the Supplier’s industry, profession or trade; (b) it will use personnel who are suitably skilled and experienced to perform tasks assigned to them, and in sufficient number to ensure that the Supplier’s obligations are fulfilled in accordance with the Order; (c) it will obtain and at all times maintain all necessary licences and consents, and comply with all applicable laws and regulations; (d) it will observe all health and safety rules and regulations, site rules and any other environmental or security requirements and policies that apply at any of Blue World Technologies’ premises or in accessing any Blue World Technologies systems or data; (e) no Goods, Services or Deliverables supplied under the Order will infringe the rights (including Intellectual Property Rights) of any third party or any applicable laws, or cause Blue World Technologies to infringe such rights or applicable laws; (f) Deliverables will meet any requirements that were mutually agreed, or are stated in Supplier’s published documentation, and representations made by the Supplier; (g) Goods, Deliverables and Services will be free from defects in workmanship, installation and design; (h) the Goods correspond with their description, are of satisfactory quality, and are free from defects and will remain so for a period of time consistent with standard manufacturer warranties in that industry; and (i) Supplier shall (i) comply with all applicable mandatory safety standards applicable to the Goods, (ii) ensure that the Goods are tested based on a reasonable testing program or by accredited third-party safety testing laboratories as may be required by all applicable law, (iii) have verification and will certify, to the extent applicable, that the Goods have met all required regulations and standards, and (iv) maintain all records of safety testing for the Goods and make such records available for Blue World Technologies’ review on reasonable notice. Supplier further certifies that all appropriate warnings concerning any potentially hazardous or dangerous information or uses are included in or on the goods in accordance with all applicable regulations and standards.
6.2 These warranties shall apply whether Supplier is a reseller or manufacturer, and in the event that Supplier is a reseller, the Supplier shall pass through any and all manufacturer warranties applicable to the Goods in addition to and without limitation of these warranties.
7. BLUE WORLD TECHNOLOGIES’ REMEDIES
7.1 If the Supplier fails to deliver the Goods, Deliverables and/or perform the Services by the applicable date, in addition to any other remedies it may have, Blue World Technologies may, where Blue World Technologies has paid in advance for Services, Deliverables or Goods that have not been provided by the Supplier, have such sums refunded promptly by the Supplier including any direct losses associated with such failure.
8. BLUE WORLD TECHNOLOGIES’ OBLIGATIONS
8.1 Blue World Technologies shall:
(a) provide the Supplier with reasonable access at reasonable times to Blue World Technologies’ premises for the purpose of providing the Services during business hours (or such hours as are required for the provision of the Services and as set out in the Order, if different), and subject to the Supplier not creating disruption to Blue World Technologies’ business and subject to compliance with Blue World Technologies policies; and (b) provide such information as the Supplier may reasonably request for the provision of the Services and Blue World Technologies considers reasonably necessary for the purpose of providing the Services.
9. CHARGES AND PAYMENT
9.1 All charges payable by Blue World Technologies shall be as set out in the Order (“Charges”).
Unless otherwise specified in the Order, the Charges shall be inclusive of all costs and expenses of the Supplier in providing the Goods, Deliverables and Services (including the cost of packaging, insurance and carriage as well as any travel and subsistence or other expenses, except for such expenses as were expressly agreed in advance with Blue World Technologies and incurred in accordance with Blue World Technologies policies). Where Services are provided on a time and materials basis, Supplier shall on request provide timesheets and breakdowns of time spent. No additional charges shall be effective unless agreed in writing and signed by Blue World Technologies.
9.2 Unless otherwise stated to the contrary in the Order, when the Supplier provides Services to Blue World Technologies, the Supplier shall submit invoices for payment monthly in arrears. When delivering Goods to Blue World Technologies, the Supplier shall invoice Blue World Technologies upon delivery of the Goods according to the agreed Incoterms (Incoterms 2020). In case the delivery terms have not been agreed upon then the Supplier shall deliver the Goods DDP (Incoterms 2020) at Lavavej 16, 9220 Aalborg, Denmark. Blue World Technologies shall pay undisputed invoiced amounts net 45 days from receipt of a duly submitted invoice. Invoices must reference the applicable Blue World Technologies purchase order number and otherwise comply with any reasonable guidance provided by Blue World Technologies.
9.3 Unless expressly stated in the Order, all amounts payable by Blue World Technologies under the Order are exclusive of value added tax (VAT), goods and services tax or similar tax, including sales, use or withholding or consumption taxes imposed, claimed, levied or assessed by, or payable to, any government agency from time to time under the applicable law.
9.5 Blue World Technologies may at any time set off any liability of the Supplier to Blue World Technologies against any liability of Blue World Technologies to the Supplier, whether or not either liability arises under the Order.
9.6 If a party fails to make any payment due to the other party under the Order by the due date for payment, then the defaulting party shall pay interest on the overdue amount at the rate of 4% per annum above the Danske Bank base rate from time to time. Such interest shall accrue on a daily basis from the due date until the date of actual payment of the overdue amount, whether before or after judgment. The defaulting party shall pay the interest together with the overdue amount. This clause shall not apply to payments that the defaulting party disputes in good faith.
10. INTELLECTUAL PROPERTY RIGHTS
10.1 Subject to clause 10.2, the Supplier assigns to Blue World Technologies, with full title guarantee and free from all third-party rights, all Intellectual Property Rights in the Deliverables, and shall obtain waivers of all moral rights in the Deliverables to which any individual is now or may be at any future time entitled.
10.2 The Supplier shall not assign to Blue World Technologies any Intellectual Property Rights in any Supplier IPR. The Supplier grants Blue World Technologies and the Blue World Technologies Group (which includes their agents, subcontractors, and outsourcers) a non-exclusive, perpetual, irrevocable, worldwide, transferable, royalty-free licence to use the Supplier IPR.
10.3 In the event that Blue World Technologies procures the Services and Deliverables for use as part of a product or service that Blue World Technologies sells or otherwise makes available to its customers or end-users in the course of its business, and except as otherwise expressly set out in the Order, the Supplier shall grant Blue World Technologies and the Blue World Technologies group a non-exclusive, perpetual irrevocable worldwide, transferable, royalty-free licence to any Supplier IPR that is combined with the Deliverables: to publish, reproduce, modify, adapt, decompile, translate, customise, register any rights in Blue World Technologies’ name, sell, sub-licence, in all languages and in all formats and media now known or created in the future, combine or use with other Blue World Technologies or third-party materials and otherwise use and exploit the Supplier IPR throughout the world.
10.4 The Supplier shall, promptly at Blue World Technologies’ request, do (or procure to be done) all such further acts and things and the execution of all such other documents as Blue World Technologies may from time to time require for the purpose of securing for Blue World Technologies the full benefit of the Order, including all right, title and interest in and to the Intellectual Property Rights granted to Blue World Technologies in accordance with this clause 10.1.
10.5 All Blue World Technologies Materials are the exclusive property of Blue World Technologies. Nothing in these Terms shall be construed as conferring upon the Supplier any licence, right, title, ownership or other interest in any Intellectual Property Rights owned by Blue World Technologies.
11. LIMITATION AND INDEMNITY
11.1 Nothing in the Order restricts or excludes either party’s liability for: (a) death or personal injury caused by that party’s negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot be excluded or restricted by law.
11.2 Save for the indemnities in clause 11.5, and subject to clauses 11.1, and 11.6 and the remainder of this clause 11.2, neither party shall be liable to the other or to any third party, whether in contract, tort (including negligence), under any statute or otherwise, for or in respect of any indirect or consequential loss howsoever arising. Nothing in this clause 11.2 shall preclude Blue World Technologies from recovering: (i) wasted management time and expenses and re-procurement costs incurred; (ii) its costs and losses in relation to any data loss or corruption; (iii) any sums related to any penalties and fines imposed by any regulator and any associated investigations or remedial actions required; (iv) any claims, damages, losses, expenses and costs (including legal costs) awarded against, or incurred or paid by, Blue World Technologies as a result of or in connection with a matter indemnified under clause 11.5.
11.3 Subject to clauses 11.1 and 11.2, and to the maximum extent permitted by law, the total aggregate liability of Blue World Technologies, whether in contract, tort (including negligence), under statute or otherwise under or in connection with the Order or the receipt of the Goods or Services is limited to an amount equal to the Charges paid or payable by Blue World Technologies under the Order.
11.4 Save for the indemnities in clause 11.5, and breaches of clauses 13 (Confidentiality) and/or 14 (Blue World Technologies Policies) (for which the Supplier’s liability remains uncapped), and subject to clauses 11.1, 11.2, 11.6 and to the maximum extent permitted by law, the liability of the Supplier per claim, whether in contract, tort (including negligence), under statute or otherwise under or in connection with the Order or the provision of Goods or Services is limited to an amount equal to 1,000,000 Euro.
11.5 The Supplier shall keep Blue World Technologies indemnified against all liabilities, costs, expenses, damages, and losses incurred by Blue World Technologies as a result of or in connection with:
(a) any claim made against Blue World Technologies or the Blue World Technologies Group for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the manufacture, supply or use of the Goods, or receipt, use or supply of the Services and Deliverables; (b) any claim made against Blue World Technologies or the Blue World Technologies Group by a third party for damage to property arising out of, or in connection with, defects in the Goods or Services, to the extent that the defects in the Goods or Services are attributable to acts or omissions of the Supplier, its employees, agents or subcontractors; (c) a breach by the Supplier of any applicable law; and (d) any claim made against Blue World Technologies by a third party arising out of or in connection with the supply of the Goods, or Services, to the extent that such claim arises out of the negligent performance of the Order by the Supplier, its employees, agents, or subcontractors.
11.6 This clause 11 shall survive termination of the Order.
12.1 Supplier agrees to provide and maintain, at Supplier’s own cost and at all times during the term of the Order such insurance cover as set out below.
The Supplier shall maintain such insurance in force with a reputable and solvent insurance company, sufficient to cover all the liabilities to which it may be subject in relation to the Order (including those arising under or in relation to acts or omissions of its subcontractors or others acting on the Supplier’s behalf), and shall, at Blue World Technologies’ request, produce evidence of the insurance containing sufficient information to allow Blue World Technologies to determine compliance. Any claims-made insurance policies shall remain in place for a least two years following the end of the term of the Order. Supplier shall maintain the following policies and amounts of cover:
(a) Employer’s liability EUR 1,000,000 (one million Euro); (b) Public and product liability EUR 1,000,000 (one million Euro) for each cover type per occurrence. Such insurance shall include an indemnity to others provision in favour of Blue World Technologies; and (c) (If applicable) Professional Indemnity – EUR 1,000,000 (one million Euro) per claim.
13.1 A receiving party shall keep in strict confidence all technical or commercial know-how, specifications, inventions, operations, strategies, methods, know-how, developments, designs, trade secrets, technology, software; deliverables, the output of any Services; Blue World Technologies’ data, processes or initiatives which are of a confidential nature and have been disclosed to it by or on behalf of the disclosing party, its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its (or the Blue World Technologies Group’s) employees, agents, and subcontractors who need to know it for the purpose of discharging its obligations under the Order or for receiving the benefit of the Services and shall cause such employees, agents, and subcontractors to comply with the obligations set out in this clause as though they were a party to the Order.
13.2 The provisions in clause 13.1 shall not apply to any information which: (a) is or becomes part of the public domain through no act or omission of the receiving party; (b) was in the receiving party’s lawful possession prior to initial disclosure by the disclosing party; (c) is lawfully disclosed to the receiving party by a third party without any restriction on disclosure; (d) is independently developed by the receiving party without reference to any information of a confidential nature belonging to the disclosing party; or (e) is properly disclosed pursuant to a statutory obligation, the order of a court of competent jurisdiction or that of a competent regulated body (provided that reasonable prior notice of such disclosure has been given where permitted by law).
13.3 This clause 13 shall survive termination of the Order.
14. BLUE WORLD TECHNOLOGIES POLICIES
14.1 The Supplier and the Goods, Services and Deliverables shall comply with:
(i) Blue World Technologies Code of Conduct including any Anti-Bribery and Corruption Policies and any other similar policies, standards, or guidelines that Blue World Technologies may bring to the Supplier’s notice and as may be amended and made available to the Supplier from time to time.
14.2 The Supplier warrants that its business, and that of its subcontractors and suppliers, are free from slavery, servitude, forced or compulsory labour and human trafficking as defined by the Modern Slavery Act 2015.
14.3 Blue World Technologies (or their designated auditors) will be entitled to audit the Supplier during the term of the Order for compliance with these Terms. Blue World Technologies shall only do so providing they have given reasonable prior notice (as the situation permits) and will endeavour to limit the disruption to the Supplier. The Supplier shall provide all reasonable assistance that Blue World Technologies (or their designated auditors) require to conduct such an audit.
15.1 Either party may terminate the Order by giving written notice to the other if the other party commits a material breach of the terms of the Order and (if such a breach is remediable) fails to remedy that breach or provide an acceptable plan for remedy within 10 days of receipt of notice in writing to do so.
15.2 Blue World Technologies may terminate the Order without any further liability (other than to pay undisputed amounts due for Goods or Services delivered prior to termination taking effect), in whole or in part at any time by giving the Supplier no less than  days’ written notice.
15.3 Either party may terminate the Order by giving written notice to the other party if that other party: (a) becomes unable to pay its debts; (b) enters into liquidation (except for the purposes of a solvent amalgamation or reconstruction); (c) makes an arrangement with its creditors; (d) has a receiver, administrator or administrative receiver appointed over all or any of its assets; (e) ceases or threatens to cease trading or is dissolved; (f) takes or suffers to be taken any similar action in consequence of a debt; or (g) is subject to any procedure equivalent to any of the preceding matters in any other jurisdiction.
15.4 Where a party terminates the Order in respect of the supply of one or more (but not all) of the Goods or Services, the Order shall continue in respect of any remaining supply of Goods, Deliverables or Services.
15.5 Termination of the Order shall not affect any of the parties’ rights and remedies that have accrued as at termination.
15.6 Clauses which expressly or by implication survive termination of the Order shall continue in full force and effect.
16. CONSEQUENCES OF TERMINATION
16.1 On termination of the Order for any reason, the Supplier shall promptly deliver to Blue World Technologies all Deliverables whether or not then complete, and return in industry-standard format, or at Blue World Technologies’ option, destroy all Blue World Technologies Materials, Blue World Technologies Confidential Information and all Blue World Technologies data.
If the Supplier fails to do so, then Blue World Technologies may enter the Supplier’s premises and take possession of them. Until they have been returned or delivered, the Supplier shall be solely responsible for their safekeeping and will not use them for any purpose not connected with the Order.
17. FORCE MAJEURE
17.1 Neither party shall be in breach of the Order nor liable for delay in performing, or failure to perform, any of its obligations under it if such a delay or failure results from an event, circumstances or cause beyond its reasonable control, including governmental regulations, fire, flood, or any disaster or an industrial dispute affecting a third party for which a substitute third party is not reasonably available and which event could not have been prevented or mitigated by industry-standard disaster recovery or business continuity plans (“Force Majeure Event”). If either party becomes aware of circumstances of Force Majeure which are likely to give rise to any such delay or failure on its part, it shall notify the other party and inform the other party of the period which it is estimated that such failure or delay shall continue.
17.2 If a Force Majeure Event prevents, hinders, or delays the Supplier’s performance of its obligations for a continuous period of more than 30 Business Days, Blue World Technologies may terminate the Order immediately by giving written notice to the Supplier. The Supplier shall use all reasonable endeavours to mitigate the effect of a Force Majeure Event on the performance of its obligations.
(a) Blue World Technologies may at any time novate, and in whole or in part, assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Order. (b) The Supplier may not novate, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with all or any of its rights or obligations under the Order without the prior written consent of Blue World Technologies.
18.2 Subcontracting. Where Blue World Technologies consents to a subcontract under clause 18.1(b), such consent will not relieve the Supplier of its obligations to Blue World Technologies and the Supplier shall be fully responsible to Blue World Technologies for the acts or omissions of its subcontractors.
18.3 Notices. Any notice or other communications required or permitted to be given under the Order shall be in writing and shall be delivered or transmitted to the intended recipient’s address as specified in the Order or such other address as either party may notify to the other from time to time in accordance with this clause.
18.4 Publicity. Supplier agrees that it will not directly or indirectly, without the prior written consent of Blue World Technologies, issue a press release related to Blue World Technologies or use for the purposes of advertising, promotion, or publicity, or otherwise, the name of Blue World Technologies, or any trademarks, trade names, service marks, symbols or any abbreviation thereof.
18.5 Severance. If any provision or part-provision of the Order is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall
be deemed deleted. Any modification or deletion under this clause shall not affect the validity and enforceability of the rest of the Order.
18.6 Rights and remedies. The rights and remedies provided under the Order are in addition to, and not exclusive of, any rights or remedies provided by law.
18.7 Waiver. A waiver of any right or remedy under the Order or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. No failure or delay by a party to exercise any right or remedy provided under the Order or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
18.8 No partnership or agency.
Nothing in the Order is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute a relationship of employment, or either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.
18.9 Third parties. A person who is not a party to the Order shall not have any rights to enforce its terms.
18.10 Variation. Except as set out in these Terms, no variation of the Order, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Blue World Technologies.
18.11 Governing law and jurisdiction. The Order, and any dispute or claim arising out of or in connection with it, shall be governed by and construed in accordance with the law of Denmark. Each party irrevocably agrees that the courts of Denmark shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with the Order or its subject matter or formation (including non-contractual dispute or claims).