Sales and Service Terms and Conditions

These Terms and Conditions (“Terms”) govern all sales of products and services by Danmark Communications LLC d/b/a Danmark Technologies (“Danmark,” “Seller,” “we,” or “us”) to the purchasing entity (“Buyer”). By accepting a proposal, issuing a purchase order, or permitting work to begin, Buyer agrees to these Terms. These Terms, together with the applicable Sales Order or proposal, constitute the entire agreement between the parties and supersede all prior discussions, representations, or agreements, whether oral or written. Any additional or conflicting terms contained in any purchase order or other document issued by Buyer are expressly rejected unless accepted in writing by an authorized officer of Danmark.

All pricing is based upon the scope, quantities, and specifications identified in the applicable Sales Order. If manufacturer price increases, tariff changes, regulatory actions, or supply chain cost increases occur prior to shipment, Danmark reserves the right to adjust pricing accordingly. Buyer is responsible for all applicable sales, use, excise, or other governmental taxes unless valid exemption documentation is provided prior to invoicing.

For approved accounts, payment terms are Net 30 days from the date of invoice. Equipment is invoiced upon shipment, and labor or services are invoiced based on work performed, milestone completion, or project completion. Past-due balances shall accrue interest at one percent (1%) per month on the unpaid balance until paid in full. Buyer shall be responsible for reasonable costs of collection, including attorney’s fees. Danmark reserves the right to suspend performance, withhold shipment, or terminate work if any invoice becomes past due.

Unless otherwise agreed in writing, shipments are FOB Destination and risk of loss transfers upon delivery. If Buyer arranges its own carrier, risk of loss transfers at pickup from Seller’s facility (FOB Origin). Delivery dates are estimates only and are not guarantees. Danmark reserves the right to determine the method of shipment unless otherwise specified in writing.

Buyer shall inspect all products promptly upon delivery. Products are deemed accepted unless Buyer provides written notice of quantity discrepancies within ten (10) days of delivery or written notice of defects or damage within thirty (30) days of delivery. Products must remain available for inspection. Returns require prior written authorization from Danmark and must occur within thirty (30) days of delivery. Custom, special-order, and consumable products are non-cancelable and non-returnable. Approved returns may be subject to a restocking fee equal to fifteen percent (15%) of the hardware cost. Buyers using their own carriers are responsible for filing freight claims for transit damage.

Orders may not be canceled without prior written consent from Danmark. Cancellation fees shall be assessed as follows: if an Order is canceled more than fourteen (14) days prior to scheduled installation or delivery, Buyer shall be liable for a cancellation fee between zero and ten percent (0–10%) of the total Order value, depending on costs incurred at the time of cancellation. If an Order is canceled within seven (7) days of the scheduled installation or delivery date, Buyer shall be liable for a cancellation fee between twenty and thirty percent (20–30%) of the total Order value. If cancellation occurs after scheduling of installation resources or after purchase or commitment of parts, materials, or equipment by Danmark, Buyer shall be liable for not less than fifty percent (50%) of the total Order value, and may be responsible for additional actual costs incurred. Custom or specially manufactured products are non-cancelable.

Danmark warrants its installation workmanship for sixty (60) days following substantial completion against defects directly caused by faulty assembly or installation performed by Danmark. All third-party products and equipment are subject solely to the manufacturer’s warranty. Buyer’s exclusive remedy for any valid warranty claim shall be, at Danmark’s discretion, repair, replacement, or refund of the purchase price of the affected product or service. Except as expressly provided herein, Danmark disclaims all other warranties, express or implied, including any implied warranty of merchantability or fitness for a particular purpose.

Under no circumstances shall Danmark be liable for indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, or business interruption. Danmark’s total liability arising out of or relating to any claim shall not exceed the amount paid by Buyer for the specific product or service giving rise to the claim. Any action arising out of this Agreement must be commenced within one (1) year of delivery of the product or completion of the service.

Danmark shall not be liable for delays or failure to perform resulting from events beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, labor disputes, supply chain disruptions, transportation interruptions, governmental actions, regulatory changes, material shortages, system failures, or manufacturer delays. Performance deadlines shall be extended for a reasonable period corresponding to such events.

These Terms shall be governed exclusively by the laws of the State of Alabama, without regard to conflict-of-law principles. Any dispute arising from or relating to these Terms shall be brought exclusively in the state or federal courts located in Jefferson County, Alabama, and the parties consent to the jurisdiction of such courts. The parties waive any right to trial by jury in any proceeding arising out of this Agreement.

No amendment or modification of these Terms shall be valid unless in writing and signed by an authorized officer of Danmark Communications LLC d/b/a Danmark Technologies.

Buyer is responsible for providing appropriate facilities for the disposal of project-related waste unless otherwise agreed in writing.