This Agreement governs the sale and licensing of GLAZE Technologies’ Products and Services to Customer and prevails over any additional or inconsistent terms and conditions appearing on any purchase order submitted by Customer. It covers Products, complete System Deliveries and Services.
All communication and shipments concerning supplies must be made to the following address:
GLAZE Technologies ApS
C/O Simon Jappe Lange
Rundforbivej 23A
2950 Vedbæk
Denmark
Tel. +45 2298 7799
Email: info@glazetech.dk
1 General
1.1 All orders for any Work commissioned and Products supplied from GLAZE Technologies ApS (GLAZE) are subject to the following terms and conditions. No addition thereto or variation therefrom, whether contained in Customer's order or otherwise, shall be binding on GLAZE unless it is in writing and signed by a duly authorised representative of GLAZE.
1.2 The specifications of the Products and Services are contained in the Product and/or Service specification valid at the time of sale. GLAZE reserves the right to change these specifications without notice until an agreement between Customer and GLAZE has been signed.
2 Acknowledgement of a Purchase Order
2.1 A purchase order from any customer is subject to acknowledgement by GLAZE.
3 Prices
3.1 Unless specifically included in a quotation, GLAZE charges firm fixed prices and valid within 30 days from the date of quotation. A prerequisite fora fixed price is that the delivery date specified by the Customer is within 6months from the date of ordering unless the Parties in writing have agreed otherwise.
3.2 All prices stated are exclusively of all taxes, including state and local use, sales, property, and similar taxes, unless otherwise agreed in writing by GLAZE.
3.3 Prices quoted are in EUR EXW (Ex Works, Inco terms 2020) GLAZE unless otherwise stated in the offer.
3.4 GLAZE reserves the right to pass on to Customer any increase or decrease related to variations in exchange rates or costs of goods acquired from others or taxes, duties or similar contributions.
3.5 Other types of work commissioned shall, where it has not been agreed to charge a firm and fixed price, be performed according to account rendered, at GLAZE's rates ruling at any time. In addition, Customer shall cover GLAZE’s expenses for consumables, services, equipment, etc. purchased or produced for the performance of the work, with the addition of an administrative fee in accordance with the rules of GLAZE therefore in force at any time, and to the extent agreed upon with Customer. In addition, Customer shall cover GLAZE's travel expenses, unless otherwise agreed in writing.
3.6 Where GLAZE has given Customer an estimated price (based on a first level calculation) for the performance of the work, GLAZE shall inform Customer if it turns out that the estimated price will be exceeded, in order that Customer may decide whether the work commissioned shall be revised or the work shall be stopped, ref. Clause 5. Change and Cancellation of Work.
3.7 GLAZE reserves the right to adjust the prices of Products and Services on an annual basis. Such adjustments shall be no less than three percent (3%) per year or, if higher, the rate of inflation in Denmark as published by Statistics Denmark (Danmarks Statistik). Any such price adjustments will be communicated to the Customer in writing at least 30 days prior to the effective date. Prices for confirmed orders already accepted by GLAZE shall remain fixed and unaffected by this clause unless otherwise agreed in writing.
4 Payment
4.1 Conditions of payment are net cash within 15 days from the date of the invoice unless otherwise stated in the offer. For customers not known to GLAZE, prepayment, or payment by documentary letter of credit will normally be required.
4.2 Where payment is not received by the due date, GLAZE reserves the right to charge an interest rate of 1% per month as from the due date.
4.3 Customer hereby grants and GLAZE reserves a purchase money security interest in each product purchased hereunder, and in any proceeds thereof, for the amount of its purchase price. Upon request by GLAZE, Customer shall sign any document required to perfect such security interest. GLAZE may withhold shipment until financing statements are recorded.
5 Change and Cancellation of Work
5.1 The Customer may at any time revise the work commissioned or demand the work be stopped or postponed. Similar applies for the delivery of Products.
5.2 Where Customer demands that a work or a delivery of Products be stopped or postponed, work already performed shall be paid for according to account render, and Customer shall reimburse GLAZE for any expenses in conjunction with the cancelled or postponed work or delivery which GLAZE may have to pay, irrespective of the cancellation or postponement, including expenses in connection with any project staff or other labour rendered redundant thereby, at rates applicable for GLAZE at any time for work charged according to account rendered, as well as for expenses in connection with special equipment or premises.
5.3 For the cancellation of work, Customer shall be subject to either the abovementioned (Clause 5.2) reimburse of cost or a Minimum Cancellation Charge, whichever is the greater. The Minimum Cancellation charge is as follows:
Days prior to ship date | Minimum Cancellation Charge
0-30 days | 80% of Quotation
31-60 days | 60% of Quotation
61-90 days | 30% of Quotation
91-120 days | 15% of Quotation
> 120 days | 5% of Quotation
5.4 Where work or the delivery of Products are stopped or postponed, GLAZE shall not be responsible in any way whatsoever for any defects or faults in work already carried out, and GLAZE’s name may not be used in connection with any application of such work.
5.5 The Customer may at any time revise the work commissioned or the basis thereof. If Customer issues a change order, Customer shall be subject to a charge in accordance with Clauses 5.2 - 5.4 for the affected items. Similar applies for the delivery of a Product.
6 Termination
6.1 Without prejudice to any other rights, GLAZE may terminate this Agreement if Customer fails to comply with the terms and conditions of this Agreement. In such event, Customer must destroy all copies of the Software, Data and all its component parts, and Customer must return all hardware Product(s) received.
6.2 Costs related to returning the Product(s) must be carried by Customer.
7 Title
7.1 Legal and beneficial ownership of Products and Deliverables shall remain with GLAZE until it has received payments in full for the Products or Deliverables. Until that time Customer shall be in possession of the Products or Deliverables solely as bailee for GLAZE and in a fiduciary capacity, and Customer shall store the Products and Deliverables so as to identify them as the propriety of GLAZE and keep them free from charges.
7.2 With respect to those Products, which GLAZE licenses (software and related documentation), and which are supplied hereunder, the word “Purchase” or similar derivative words is understood to mean “License”, and “Customer” or similar or derivative word is understood to mean “Licensee”. Title to licensed Products shall remain with GLAZE or its suppliers notwithstanding anything to the contrary herein. Licensing of software shall be subject to the standard GLAZE Software Licensing conditions, ref. Clause 12. Software License and Warranty.
7.3 Each license granted to Customer by GLAZE shall be a non-exclusive, non-transferable license to use the Licensed Software Product, in machine-readable form only and solely for Customer’s internal business purposes, on the item or items of computer hardware equipment authorised by GLAZE to execute the Licensed Software.
8 Delivery
8.1 All delivery dates and times quoted are estimates only and any delay in meeting delivery dates will not give rise to a right to cancel the agreement. GLAZE shall make every reasonable effort to meet any delivery date(s) quoted or acknowledged. However, GLAZE will not be liable for its failure to meet such dates. GLAZE may pro-rata shipments when demand exceeds supply.
8.2 If a delay resulting from events beyond GLAZE’s control or other delays have caused delays in delivery or other failure to comply with its obligations hereunder for more than six months, both Parties, GLAZE and Customer, are entitled the right to terminate the contract in respect of products not yet delivered.
8.3 Unless specifically included in a quotation, shipment will be Ex Works(incoterms) GLAZE’s facility. Shipment and all expenses and risks thereof are the responsibility of Customer with shipping charges billed freight collect to Customer. GLAZE will select the carrier, unless otherwise instructed by Customer, but shall not thereby assume any liability with regard to the shipment.
8.4 Risk of loss and damage shall pass to Customer upon delivery of the purchased products to the carrier at GLAZE’s facility.
8.5 Unless otherwise agreed to in writing by GLAZE, packaging will be according to GLAZE’s specifications, and will be in accord with good commercial practice. Charges will be billed separately to Customer.
9 Acceptance
9.1 Acceptance test of Products, System Deliveries and Services are based upon procedures or programs developed or designated by GLAZE. A pre-shipment acceptance test will take place at the GLAZE facility before shipment, and itis recommended that a representative of Customer shall be present to witness the acceptance. If this is not possible, GLAZE will appoint a person at its facility to be responsible for the pre-shipment acceptance test.
9.2 If installation is not included in the purchase price, acceptance shall beat the time of completion of the pre-shipment acceptance test at the GLAZE facility.
9.3 If installation is included in the purchase price, the equipment is deemed accepted when delivered and successfully meeting the offered specifications in a post-shipment acceptance test performed by GLAZE, and when GLAZE has informed the Customer about the result of the acceptance test. The Customer will begiven an opportunity to witness the performance of the acceptance procedures.
9.4 If Customer delays the installation for more than fifteen (15) days after delivery, the equipment is deemed accepted on the sixteenth (16th) day from the date of delivery and Clause 4.1 shall apply from this date.
10 Certain Conditions during the Progress of the Work
10.1 If requested, GLAZE shall keep Customer informed of the progress of work.
10.2 During the progress of work, Customer shall answer questions of relevance to the performance of the work commissioned.
10.3 GLAZE shall be entitled to involve outside expertise and to use foreign equipment in performing the work commissioned. As part of such delegation of work, GLAZE shall enjoin on the person, to whom the work is delegated, the same confidentially as applies to GLAZE under the present set of conditions.
11 Limitation of the Hardware Warranty
11.1 GLAZE hardware products, excluding its software, are warranted against defects in materials and workmanship. If GLAZE receives notice of such defects during the warranty period, GLAZE shall as its option, either repair or replace hardware products, which prove to be defective. These warranties do not include periodic recalibration (recommended for certain Products), unless specifically covered in the system price.
11.2 Products or parts replaced according to these terms shall be placed at GLAZE’s disposal.
11.3 Third party products that GLAZE integrates in a system solution, e.g. open market hardware solutions like computers, instruments, modules, etc., are guaranteed to operate in accordance with the manufacturer’s guaranteed specifications. GLAZE assumes no responsibility for any specifications and performances beyond what is guaranteed by the third-party vendor. In some cases, the performance of a unit may be reduced slightly due to integration into a larger system environment and/or because the system software does not support all hardware functionality.
11.4 GLAZE warrants that software and firmware will not fail to execute their programming instructions due to defects in materials and workmanship of the media, on which it resides, if properly installed and used on the device designated by GLAZE. If GLAZE receives notice of such defects during the warranty period, GLAZE shall at its option repair or replace software media and firmware, which does not execute their programming instructions due to such defects.
11.5 GLAZE does not warrant that the operation of the Product as a whole(software, firmware and hardware) shall be uninterrupted or error free.
11.6 If GLAZE is unable, within a reasonable time, to repair or replace any Products to a condition as warranted, Customer shall be entitled to a refund of the purchase price upon a return of the Product to GLAZE.
11.7 Duration and Commencement of Warranty Period:
11.7.1 The Warranty Period for GLAZE manufactured hardware products is one (1) year from delivery.
11.7.2 For third party products that GLAZE integrates in a system solution, e.g. open market hardware solutions like computers, instruments, modules, etc., the warranty period is the standard warranty for the given module. The Warranty Period commences at the time of delivery of the product to GLAZE for integration, i.e. prior to the system delivery to Customer. The time of delivery of a third party product to GLAZE is typically one to two (1-2) months prior to a system delivery.
11.7.3 Software and firmware are warranted to perform substantially in accordance with the written materials for a period of one (1) year from the date of delivery. For details of the software licensing, please also refer to clause 12. Software License and Warranty.
11.7.4 The warranty period for replacement Products or parts shall be the same as the remaining warranty period for the Products or parts replaced.
11.8 A claim under this warranty against defects in material or workmanship shall be allowed only when it is submitted to GLAZE in writing immediately after the defect is discovered.
11.9 The cost of packing, carriage and insurance of Products or parts returned to GLAZE, or a designated GLAZE repair centre, for repair or replacement under this warranty shall be borne and prepaid by the Customer. The cost of carriage and insurance of Products or parts returned from GLAZE to Customer shall be borne by GLAZE. A designated service centre may also be a service centre of one of the third-party vendors.
11.10 The above warranties shall not apply to defects resulting from improper or inadequate maintenance or calibration by Customer; Customer supplied software, interfacing or supplies, modifications; misuse, normal wear and tear, or operation outside of the Specifications for the Product; abuse, negligence, accident, loss or damages in transit; improper site preparation; or unauthorised maintenance or repair.
11.11 The hardware warranty shall not apply to wearing parts including, but not limited to, batteries, external cables and connectors, glass parts, and light sources, etc., unless it is proven that the performance of said parts has not been according to Product specifications.
11.12 The hardware warranty shall not apply to defects caused by non-original spare parts, i.e. spare parts, including batteries, external cables and connectors, glass parts, and light sources, etc., which have not been delivered or approved by GLAZE. In case of a defect to a Product incorporating anon-original spare part, the burden of proof as to the cause of the defect shall be upon Customer.
11.13 Conformance to safety standards or other approval obtained by GLAZE for the Product lapses if non-original spare parts are incorporated in the Product.
11.14 The hardware warranty does not include periodic recalibration(recommended for certain Products) unless specifically agreed in writing.
11.15 Lack of proper maintenance, including lack of periodic recalibration of Products or accessories as recommended by GLAZE, are not defects and consequently not cowered by the warranty unless a specific need for maintenance or recalibration is in itself caused by a defect covered by the warranty.
11.16 Voiding of Warranty: The foregoing warranty shall be void and of no further effect, if Customer engages in any unauthorised modification or misuse of the GLAZE product(s) sold hereunder.
11.17 THE ABOVE WARRANTIES ARE EXCLUSIVE AND NO OTHER WARRANTY, WHETHER WRITTENOR ORAL, IS EXPRESSED OR IMPLIED. GLAZE SPECIFICALLY DISCLAIMS THE IMPLIEDWARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
12 Software License and Warranty
12.1 Each license granted to Customer by GLAZE shall be a non-exclusive license to use the Licensed Software product, in machine-readable form only and solely for Customer’s internal business purposes, on the item or items of computer hardware equipment authorised by GLAZE to execute the Licensed Software.
12.2 Customer may not transfer or sublicense the licensed software to any third party, in whole or in part in any form except as part of a transfer of ownership and possession of the Product including the transfer of any and all copies of the Software whether whole or partial.
12.3 GLAZE warrants that the Software will perform substantially in accordance with the accompanying written materials for a period of one (1) year from the date of shipment, and (b) any support services provided by GLAZE shall be substantially as described in applicable written materials provided to Customer by GLAZE, and GLAZE support engineers will make commercially reasonable efforts to solve any problem issues. To the extent allowed by applicable law, implied warranties on the software, if any, are limited to one (1) year.
12.4 GLAZE does not warrant that the Software delivered with or incorporated in the Product will be free of errors or function uninterrupted.
12.5 GLAZE’s and its suppliers' entire liability and Customer’s exclusive remedy shall be a repair or replacement of the Software that does not meet GLAZE’s limited warranty. If a Software error does not materially limit the use of the Product, Customer must tolerate such errors. The Limited Warranty is void if failure of the Software has resulted from accident, abuse, misapplication, improper calibration by Customer, third party products (i.e. hardware or software) used by Customer which are not intended by GLAZE for use with the software, utilisation of an improper hardware or software key (if applicable), or unauthorised maintenance of the Software. Any replacement software will be warranted for the remainder of the original warranty period.
13 Customer Remedies
13.1 GLAZE’s and its suppliers' entire liability and Customer’s exclusive remedy shall be, at GLAZE’s option, either (a) return of the price paid, if any, or (b) repair or replacement of the Product that does not meet GLAZE’s Limited Warranty, and which is returned to GLAZE with a copy of Customer’s receipt. The Limited Warranty is void if failure of the Product has resulted from accident, abuse, misapplication, improper calibration by Customer, third party products (i.e., hardware or software) used by Customer which are not intended by GLAZE for use with the Software, utilisation of an improper hardware or software key (if applicable), or unauthorised maintenance of the Software. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer.
14 No Liability for Consequential Damages
14.1 The entire liability of GLAZE and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) is set forth above. To the maximum extent permitted by applicable law, in no event shall GLAZE and its licensors, distributors, and suppliers (including its and their directors, officers, employees, and agents) be liable for any damages, including, but not limited to, any special, direct, indirect, incidental, exemplary, or consequential damages, expenses, lost profits, lost savings, business interruption, lost business information, or any other damages arising out of the use or inability to use the Products, even if GLAZE or its licensors, distributors, and suppliers have been advised of the possibility of such damages. Customer acknowledges that the applicable purchase price or license fee for the Products reflects this allocation of risk. Because some states/jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply. If the foregoing limitation of liability is not enforceable because a GLAZE product or any product delivered by GLAZE sold or licensed to Customer is determined by a court of competent jurisdiction in a final, non-appealable judgment to be defective and to have directly caused bodily injury, death, or property damage, in no event shall GLAZE’s liability for property damage exceed the greater of EUR 100,000 or fees paid for the specific product that caused such damage.
14.2 If Customer has entered into a GLAZE Support Service Agreement, GLAZE’s entire liability regarding Support Services shall be governed by the terms of that agreement.
15 Specifications
15.1 GLAZE reserves the right at any time to make changes in the design and the specifications of sold Products provided that this does not significantly change Customers ability to use the purchased product. In such circumstances, GLAZE should inform Customer about planned changes.
16 Intellectual Property Rights
16.1 GLAZE shall, except otherwise provided below, defend or settle any claim made or any suit or proceeding brought against Customer as far as it is based on allegation that any Product or Support (excluding Custom Products or Custom Support), furnished hereunder infringes a patent or copyright of the country, in which Costumer takes delivery of said product, provided Customer:
16.1.1 promptly notifies GLAZE in writing; and
16.1.2 cooperates with GLAZE in, and grants GLAZE sole control of the defence or settlement.
16.2 GLAZE will pay infringement claim defence costs, settlement amounts and court-awarded damages. If such a claim appears likely, GLAZE shall have the option to modify the Product, procure any necessary license, or replace it. If GLAZE determines that none of these alternatives are reasonably available, GLAZE will refund the depreciated value of said product return of the Product.
16.3 GLAZE shall have no liability for any infringement of patents, copyrights, trademarks, or any other intellectual property rights arising from:
16.3.1 GLAZE’s compliance with Customer’s designs, specifications, or instructions.
16.3.2 GLAZE’s use of technical information or technology provided by customer:
16.3.3 Product modifications by Customer or a third party.
16.3.4 Product use prohibited by Specifications or related application notes; or
16.3.5 use of the Product with products not supplied by GLAZE.
16.4 These terms state the entire liability of GLAZE for infringement of intellectual property rights to Products furnished hereunder.
17 Exploitation, Publication and Confidentiality
17.1 GLAZE is entitled, during and after the execution of the delivery, to become engaged in similar activities for other customers.
17.2 GLAZE may freely exploit and have others exploit the knowledge and general know-how, practical experience and general results obtained as part of delivering a Product or Service to Customer or rendering assistance to Customer related to such delivery and Customer’s use of the Product or Service.
17.3 GLAZE will exercise utmost discretion with respect to publicising specific technical results derived in a cooperation with Customer, as well as agreements and the content of agreements.
17.4 GLAZE will keep confidential (i) the identity of its customers and (ii) information on which products are delivered to and which work is performed for customers and (iii) any and all information received from the customer as part of the performance of work provided such information has been designated as confidential or can unmistakably be identified as confidential information. This duty of confidentiality shall, however, not apply to (i) information made public by others than GLAZE or (ii) information which is in GLAZE’s possession prior to the agreement with Customer or (iii)information which GLAZE subsequently receives from others than Customer or (iv)information which must be disclosed by GLAZE according to statutory requirements with respect to the disclosure of information on work and customers.
18 Transfer and Re-export
18.1 Items produced or delivered by GLAZE may be subject to regulations of US government, EU and national regulations. Customer is obligated to obtaining all necessary approvals from Customer’s export authorities i.e. Danish authorities, EU Authorities, United States Government agencies, and other relevant bodies prior to transferring or exporting, in any manner, either directly or indirectly, any Product or Immediate Product supplied by GLAZE.
18.2 Furthermore, Customer is obligated, in conjunction with transfers, export and re-export, to transfer such conditions to a new Buyer.
19 Customer’s Obligations
19.1 In connection with the use or resale of the Product supplied, Customer shall be obliged to use/market it in a responsible manner and, to the extent possible, take measures to prevent Customer and GLAZE from incurring product liability. Thus, Customer shall be under an obligation to duly instruct any co-contractors about the properties or the Product and/or Services supplied to the extent that such co-contractors cannot be reasonably assumed to have such knowledge, as well as to provide packaging, instructions for use, etc. with the necessary descriptions and warnings. Moreover, Customer shall be under an obligation to ensure, to the extent possible, that a similar procedure be adopted by the subsequent links in the chains of distribution.
20 Governing Law
20.1 The interpretation and performance of these Terms and Conditions shall be governed by and construed in accordance with the Laws of Denmark excluding conflict of law’s provisions.
20.2 Any dispute arising out of or in connection with these Terms and Conditions including any disputes regarding the existence or validity thereof, shall be settled by arbitration arranged 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 arbitration shall take place in Copenhagen, Denmark. The language of arbitration shall be English.
Last updated: 23/10/2025