Subscription Terms

General Terms and Conditions of Sale and Delivery

1. Definitions
1.1 “AutoPi” means AutoPi.Io ApS, Company Registration No.: 38 81 62 33, Alexander Foss Gade 13, 3. tv. 9000 Aalborg, Denmark.
1.2 “Product” means any kind of goods, devices, materials, components or equipment (including both software and hardware) to be delivered by AutoPi to the Purchaser according to a Contract.
1.3 “Contract” means either: (i) a purchase order issued by the Purchaser and an order confirmation issued by AutoPi; or (ii) a quotation issued by AutoPi and an acceptance issued by the Purchaser (regardless of the form and content).
1.4 “Purchaser” means the person with whom AutoPi has entered into a Contract.
1.5 “Party” means either AutoPi or the Purchaser.
1.6 “Parties” means both AutoPi and the Purchaser.

2. Scope
2.1 Any delivery from AutoPi is subject to these General Terms and Conditions, being binding on all deliveries between the Parties.

3. Formation of Contract
3.1 On the placing of an order confirmation, at the earliest, AutoPi is bound by any statements issued by AutoPi, irrespective of the designation or description thereof. Until such order confirmation has been communicated to the Purchaser, AutoPi is entitled to withdraw any such statements.
3.2 Notwithstanding the foregoing, AutoPi’s obligations to supply any Product is conditional on the Purchaser’s effective payment of the purchase price for such Contract according to clause 6.

4. Prices
4.1 All prices, including prices quoted in the pricelists prepared by AutoPi, are current prices, excluding VAT, custom charges, other public duties and shipping packaging. AutoPi reserves the right to revise such price lists and catalogue material subject to 60 days' prior notice.
4.2 In case of any increases prior to delivery of more than 20% in the costs of production or in sub- suppliers’ prices, AutoPi is entitled to adjust the price accordingly for any such substantiated cost increases.

5. Terms of delivery and delay
5.1 AutoPi shall deliver the Product according to INCO- TERMS 2010 EX Works at Alexander Foss Gade 13, 3. tv. 9000 Aalborg, Denmark, according to which - when the Product has been finished and is ready for delivery - the Purchaser shall carry the risk and all costs of delivery, including any freight charges. The Purchaser undertakes in due time to provide information on the method of dispatch, which the Purchaser wishes to apply.

5.2 Should the Purchaser fail to take possession of the Product on the date of delivery, AutoPi may store the Product for the Purchaser’s cost and risk. If the Purchaser fails to collect the Product within 30 days after the date of delivery, AutoPi is entitled to sell off the Product on the Purchaser's account.

6. Terms of payment
6.1 AutoPi may invoice the Purchaser the total purchase price of the Contract upon conclusion of the Contract in question. Payment is to be effected in cash no later than 15 days following the Purchaser’s receipt of the invoice, however, always prior to the delivery of the Product. Payment is to be made to a bank designated by AutoPi in the invoice.

7. Non-Payment
7.1 If the Purchaser fails to pay the invoice on the due date according to clause 6.1, AutoPi may at its sole discretion cancel the Contract in full.
7.2 Any delay in payment carries an addition of interest of 2% for each month entered into as from the due date and until payment has been effected. The Purchaser is not entitled to set off the purchase price or any part thereof.

8. Defects Liability
8.1 AutoPi is obliged to deliver the Product free from any defects.
8.2 In case a defect should occur within a period of 12 months calculated from the delivery of the Product (hereinafter referred to as the “Defects Notification Period”), AutoPi is obliged and entitled – at its own choice – to remedy such defect or error, effect a replacement delivery, offer a proportionate reduction in the price, or pay damages. The Purchaser is not entitled to claim any further remedies. The Purchaser shall pay all freight charges and other direct costs and expenses caused by the remedy of any such defect or replacement delivery. AutoPi is not liable for any defects occurring after the expiry of the Defects Notification Period.

8.3 AutoPi is not liable for any defects or errors resulting from normal wear and tear, lack of maintenance or improper use of the Product.

9. Force majeure
9.1 AutoPi is not liable for any non-performance of AutoPi’s contractual obligations, provided AutoPi can substantiate that such non-performance is due to circumstances beyond AutoPi’s reasonable control, such as, but not limited to, situations of war, warlike

events, fire, extreme weather conditions, strikes, lockouts, bans on exports or imports, embargoes, delayed or defective deliveries of materials from sub- suppliers, production standstills, shortages of energy or transport facilities.

9.2 In that case AutoPi is entitled to extend the time of delivery correspondingly or to terminate the Contract. As soon as any such hindrance has been removed, either Party is bound by the Contract, unless previously terminated by AutoPi. Either Party is entitled to terminate the Contract in case of a hindrance lasting more than three months.

10. Duty to give notice and duty of inspection
10.1 The Purchaser undertakes an obligation to inspect the Product immediately upon receipt thereof and to notify AutoPi of any visible defect within 5 days after Purchaser’s receipt of the Product in question.
10.2 In case a defect occurs during the Defects Notification Period, the Purchaser shall object immediately to any such defect, observing a deadline of 7 days, counting from the date when any such defect has been ascertained or ought to have been ascertained.
10.3 If the Purchaser fails to comply with any of the aforesaid deadlines, the Purchaser forfeits the right to complain of any such defect and AutoPi is discharged from all liability.

11. Product liability
11.1 The Danish Product Liability Law in force at any time applies to any case of product liability. If not provided otherwise by mandatory rules of law, no further liability may be imposed on AutoPi. Thus, AutoPi cannot he held liable for any operating loss, loss of time, loss of profit or any other indirect loss, if not so provided by the aforesaid mandatory rules of law.
11.2 If AutoPi is held liable beyond the above, the Purchaser shall likewise indemnify AutoPi from and against any such liability. The Purchaser undertakes to be sued before the same court of law/arbitration tribunal hearing the issue on AutoPi’s product liability.

12. Product information
12.1 The technical specifications stated in the catalogue material are merely for ease of reference, and AutoPi assumes no responsibility for any errors therein.

13. Protection of rights
13.1 Any purchase of the Product does not confer on the Purchaser any right to AutoPi’s industrial privileges, and the Purchaser is not entitled to misuse any information on the Product, thereby infringing AutoPi’s rights.

14. Limitation of liability
14.1 Neither Party shall be liable to the other Party for any indirect or consequential loss or damage which may be suffered by the other Party in connection with the Contract.
14.2 Notwithstanding any other provision herein, the total aggregate liability of AutoPi to the Purchaser under or in connection with any Contract is maximized and shall not exceed a cap equal to 50% of the total purchase price of the Contract in question.

15. Authorities and Certification
15.1 The Product will be approved and certified in accordance with the rules and regulations of the Kingdom of Denmark. If the Purchaser wishes to resell the Product outside the Kingdom of Denmark, the Purchaser undertakes the responsibility to obtain all necessary permits, approvals and certifications and AutoPi has no liability whatsoever in this respect.

16. Choice of law and arbitration
16.1 Any dispute arising out of or in connection with deliveries from AutoPi must be settled in accordance with Danish law without regard to any principles of private international law specifying any other choice of law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply. 16.2 Any dispute arising out of or in connection with any Contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The place of arbitration shall be Aalborg, Denmark.

17. Subscription billing information
17.1 Billing will occur monthly in alignment with the calendar month.
17.2 An invoice will be generated on or about the 5th day of each calendar month.
17.3 Charges will accumulate monthly and will be invoiced in arrears.
17.4 Subscription activations and deactivations are subject to proration. Specifically, subscription activations will incur prorated monthly recurring charges based on the date of activation while subscription deactivations will not be prorated, and no credit will be given.
17.5 Rate plan changes are permitted once per month and will become effective on the first day of the following month.
17.6 The SIM is capped at a limit of 100 MB per month. 17.7 A mandatory one-year subscription will be required, after which subscriptions may be cancelled and/or decommissioned. Once a device is decommissioned all subscriptions is cancelled. To recommission a device again it will result in a new one- year mandatory subscription.
17.8 Device subscriptions may be paused for up to 3 months in a row with an inactivation subscription cost of 1 EUR per month. Inactivation period does not count towards the mandatory one-year subscription. A maximum of 20% of all devices can be inactive at the same time.