Terms and Conditions of Sale and Delivery

 

  1. Scope of Application
    1. These Terms and Conditions of Sale and Delivery (the “Terms”) of Continuz ApS (hereinafter referred to as “Continuz”) apply to quotations, orders, deliveries, sourcing assignments, development projects, consulting services, commercial agreements, and other services provided by Continuz.
    2. These Terms and Conditions have been drafted to establish a transparent, professional, and practical framework for the collaboration between Continuz, the Customer, and relevant Suppliers. International sourcing, product development, quality control, and logistics involve a number of external factors; therefore, the purpose of these Terms and Conditions is to ensure a clear alignment of expectations among the parties.
    3. Any deviations from the Terms and Conditions are valid only with Continuz’s written consent.
    4. These terms and conditions apply to all agreements with Customers.
    5. Any purchasing terms, general terms, or other standard terms and conditions of the customer shall not apply unless Continuz ApS has expressly accepted them in writing.
    6. By placing an order, accepting a quote, receiving goods, or using Continuz ApS’s services, the Customer is deemed to have accepted these Terms and Conditions.
  2. Definitions
    1. “Continuz” refers to Continuz ApS, CVR No. 28 10 87 53.
    2. “Customer” means the customer who purchases goods or services from Continuz.
    3. “Goods” means furniture, interior design products, home goods, components, prototypes, samples, packaging, spare parts, and other products supplied or brokered by Continuz.
    4. “Services” means sourcing, supplier search, product development, product maturation, quality control, project management, consulting, coordination, trading, logistics assistance, documentation, sample handling, and other services provided by Continuz.
    5. “Supplier” means a third-party manufacturer, factory, agent, carrier, freight forwarder, or other business partner involved in the production, delivery, or handling of goods or services.
  3. Continuz’s Role
    1. Upon agreement, Continuz can act as an independent seller, trading partner, sourcing partner, project coordinator, agent, consultant, or intermediary.
    2. Continuz generally operates within two main business models:
      1. Agent/commission-based collaboration, in which Continuz acts as a sourcing, outsourcing, coordination, and/or advisory partner between the Customer and one or more Suppliers. Under this model, the purchase agreement is generally entered into directly between the Customer and the relevant Supplier, and Continuz invoices an agreed-upon fee, commission, or other payment for its Services.
      2. Trading/resale model, in which Continuz purchases Goods from a Supplier and resells them to the Customer. Under this model, Continuz invoices the Customer directly, and Continuz generally acts as the Customer’s contracting party for the specific delivery.
    3. The business model applicable to the specific order or project must be specified in the quote, order confirmation, invoice, or other written agreement. If this is not expressly stated, Continuz’s role will be determined based on the nature of the agreement, the billing structure, the parties’ communications, and the actual circumstances.
    4. Unless otherwise expressly agreed in writing, Continuz is not the manufacturer of the Goods, but acts as a sourcing, commercial, agency, project, and/or trading partner based on the production, information, capacity, and documentation provided by external Suppliers.
    5. In agent- or commission-based partnerships, Continuz is solely responsible for its own Services and its own written obligations. Continuz is not liable for the Supplier’s performance of the purchase agreement, including production, delivery, defects, delays, product liability, documentation, or other matters, unless Continuz has expressly assumed such liability in writing.
    6. Under the trading/resale model, Continuz is liable as the seller to the extent provided for in the specific agreement and these terms and conditions, subject to the limitations of liability, complaint deadlines, and other restrictions set forth in these terms and conditions.
    7. Continuz is not liable for the acts, omissions, delays, errors, defects, changes in production, or capacity constraints of suppliers, manufacturers, carriers, freight forwarders, or other third parties, unless otherwise required by mandatory law.
    8. Continuz may freely select and replace suppliers, production sites, carriers, freight forwarders, and other business partners whenever Continuz deems it appropriate from a commercial, quality, or operational standpoint, provided that the agreed-upon key specifications are maintained.
    9. Continuz strives to ensure a practical, transparent, and solution-oriented dialogue with the Customer and relevant Suppliers; however, this does not constitute any guarantee regarding the Supplier’s performance, the characteristics of the Goods, delivery times, or circumstances beyond Continuz’s reasonable control.
  4. Offers and Contract Formation
    1. Offers from Continuz are valid for 14 days from the date of the offer, unless otherwise stated in the offer. Continuz may revoke an offer until the Customer has given binding acceptance.
    2. An agreement is not binding on Continuz until Continuz has confirmed the Customer’s order in writing or until Continuz has begun to perform the agreement.
    3. Information contained in catalogs, presentations, websites, price lists, product sheets, technical descriptions, samples, and the like is provided for informational purposes only and is not binding, unless it is expressly incorporated into the order confirmation.
    4. The Customer is responsible for verifying that the order confirmation matches the Customer’s order. Any objections must be submitted in writing no later than 2 business days after receipt of the order confirmation.
    5. Changes to an order are binding only if they are accepted in writing by Continuz. Continuz may make such changes subject to a revised price, a revised delivery date, compensation for costs incurred, and acceptance by the relevant Suppliers.
  5. Prices
    1. All prices are listed exclusive of VAT, customs duties, taxes, fees, shipping, insurance, packaging, documentation costs, and other expenses, unless otherwise agreed in writing.
    2. Prices are based on the exchange rates, commodity prices, freight rates, customs duties, taxes, export subsidies, government support programs, energy prices, oil prices, and labor costs in effect at the time of the offer, supplier prices, geopolitical conditions, and other market and cost factors.
    3. Continuz is entitled to adjust prices prior to delivery in the event of changes in exchange rates, commodity prices, freight rates, customs duties, taxes, export subsidies, government support programs, trade restrictions, supplier prices, insurance premiums, production costs, geopolitical conditions, or other circumstances beyond Continuz’s reasonable control.
    4. For custom-made Products, OEM/private label, customer-specific packaging, prototypes, samples, and products manufactured according to the Customer’s specifications, separate payment may be required for development, tooling, mold costs, minimum order quantities, certification, testing, artwork, packaging, and documentation.
    5. External costs, including costs for samples, test shipments, mockups, prototypes, development work, molds/tooling, testing, certifications, custom packaging, labels, customer-specific requirements, documentation, freight, and handling, will generally be charged to the Customer, unless otherwise agreed in writing.
    6. Any credit, set-off, or refund of sample costs, development costs, or prototype costs requires a separate written agreement. Continuz endeavors to keep such costs at a commercially reasonable level but is not obligated to bear them at its own expense.
  6. Payment
    1. Payment terms are specified in the order confirmation or invoice. Unless otherwise agreed, payment must be made net cash no later than 8 days from the invoice date.
    2. Continuz may, at any time, require prepayment, a deposit, payment in installments, a letter of credit, a bank guarantee, credit insurance, or other adequate security as a condition for production, procurement, capacity reservation, or delivery.
    3. In the event of late payment, interest will be charged at a rate of 2% per month or part thereof from the due date, along with reminder fees and collection costs in accordance with applicable regulations.
    4. The customer is not entitled to withhold payment, set off amounts, or reduce the invoice amount on the basis of alleged claims, complaints, delays, or defects, unless the claim has been acknowledged in writing by Continuz.
    5. In the event of a payment default by the Customer, Continuz is entitled to suspend all deliveries, withhold Goods, halt production, cancel orders, require prepayment for future deliveries, and claim compensation for losses and costs.
    6. All bank fees, exchange fees, payment costs, and costs associated with letters of credit, guarantees, or similar instruments shall be borne by the Customer, unless otherwise agreed in writing.
  7. Credit Rating
    1. Continuz may conduct a credit assessment of the Customer both before and during the business relationship.
    2. If Continuz determines that the Customer’s financial situation has deteriorated, or if credit insurance cannot be obtained or maintained, Continuz may, without notice, change the terms of payment, require security, suspend deliveries, or terminate the agreement in whole or in part without liability.
  8. Retention of Title
    1. Continuz retains title to the delivered Goods until the full purchase price for the delivery in question, as well as any agreed credit charges relating to that delivery, have been paid in full. The retention of title is expressly agreed upon by the parties no later than at the time of delivery of the goods.
    2. Until title has been transferred, the Customer must, at its own expense, store the Goods securely, separate from other goods and clearly identifiable as belonging to Continuz, including preserving serial numbers/markings and maintaining an up-to-date inventory list that allows for reliable identification of individual items. The Goods must be insured in the customary manner against fire, theft, and water damage.
    3. The customer may not pledge, lease, transfer, modify, or otherwise dispose of goods subject to the retention of title in a manner that impairs Continuz’s security, and may not resell the goods in the event of default on payment.
    4. In the event of a breach by the Customer, Continuz is entitled, at the Customer’s expense, to demand the return of the Goods subject to the retention of title, upon presentation of the necessary documentation. The Customer must grant Continuz or its representative access to pick up the identified goods.
  9. Delivery and Transfer of Risk
    1. Delivery shall be made in accordance with the agreement entered into. If no Incoterms clause has been agreed upon, delivery shall be Ex Works from the Supplier’s production facility or warehouse, in accordance with Incoterms 2020.
    2. The risk for the Goods passes to the Customer at the time of delivery in accordance with the agreed Incoterms clause, regardless of whether Continuz assists with booking, coordination, documentation, or contact with the freight forwarder.
    3. The customer is responsible for import, customs clearance, duties, permits, local laws, registrations, insurance, and transportation after the transfer of risk, unless otherwise agreed in writing.
    4. All delivery times, production schedules, ETDs, ETAs, booking information, and other time-related details are solely indicative estimates based on the information and assumptions available at the time of the quote, order acceptance, or ongoing project update, unless they have been expressly agreed upon as fixed and binding.
    5. Continuz is not liable for delays resulting from circumstances attributable to Suppliers, factories, carriers, ports, government agencies, customs authorities, freight forwarders, subcontractors, or other third parties.
    6. Changes or additions requested by the Customer after the order has been placed, including changes to the product, packaging, labels, carton printing, documentation, certifications, compliance requirements, specifications, or approvals, may result in an extension of the originally estimated production, ETD, ETA, and delivery dates.
    7. If the Customer uses its own or a designated freight forwarder, carrier, or shipping line, Continuz is not liable for bookings, departure times, delays, document handling, pickup, damage in transit, or other matters after the Goods have been reported ready for pickup or handed over in accordance with the agreed delivery terms.
    8. A delay does not entitle the Customer to compensation, liquidated damages, a proportionate reduction in the price, withholding of payment, or termination, unless Continuz has agreed to this in writing.
    9. If the Customer fails to take delivery of the Goods in a timely manner, or if delivery is delayed due to circumstances attributable to the Customer, Continuz may invoice the Goods as delivered, charge storage fees, handling costs, demurrage, detention, additional freight, insurance, and other costs, and transfer the risk to the Customer.
  10. Partial and split deliveries
    1. Continuz is entitled to make partial deliveries and issue partial invoices, unless otherwise agreed in writing.
    2. A delay or defect in a partial delivery does not entitle the Customer to reject or cancel other deliveries.
  11. Product Development, Samples and Approvals
    1. The customer is responsible for reviewing and approving drawings, specifications, samples, prototypes, materials, finishes, colors, packaging, labeling, and documentation in a timely manner.
    2. Approval by the Customer—including tacit approval in the absence of a timely objection—implies that the Customer accepts the basis for production.
    3. Samples, prototypes, and pre-production samples are for illustrative purposes only and may differ from mass-produced products due to material properties, production methods, variations in craftsmanship, wood grain, color nuances, tolerances, and normal industrial variations.
    4. Continuz is not liable for errors, omissions, delays, or costs resulting from the Customer’s late, incomplete, unclear, or incorrect information, specifications, approvals, or changes.
    5. Costs for samples, prototypes, testing, certification, packaging development, tools, molds, and similar items will be billed separately, unless otherwise agreed in writing.
  12. Customer Specifications and Responsibilities
    1. The Customer is responsible for ensuring that the Customer’s specifications, drawings, designs, brands, trademarks, packaging, labels, instructions, and other information are accurate, complete, lawful, and suitable for their intended purpose.
    2. The Customer is responsible for ensuring that the Goods comply with all legal requirements, standards, labeling requirements, safety requirements, environmental requirements, documentation requirements, and import requirements in the countries and markets where the Customer imports, markets, sells, or uses the Goods, unless Continuz has expressly assumed this responsibility in writing.
    3. If the Customer requires the Goods to comply with specific national or international standards, certifications, testing requirements, environmental requirements, or other requirements, the Customer must notify Continuz thereof in writing before placing the order.
    4. The Customer shall indemnify Continuz against any claim, loss, fine, cost, or liability arising from the Customer’s specifications, market requirements, import conditions, labeling, instructions for use, marketing, resale, or failure to comply with local regulations.
  13. Tolerances and Natural Variations
    1. Products may differ from samples, images, descriptions, and specifications within customary and commercially acceptable tolerances.
    2. Natural variations in materials, including color, texture, surface, grain, luster, dimensions, and weight, do not constitute defects, provided that the Goods are, overall, suitable for their ordinary use.
    3. Minor differences between production runs, batch numbers, or suppliers do not constitute defects.
    4. For handmade, partially handmade, natural, or custom-made products, the Customer accepts a wider range of variation.
  14. Quality control
    1. Upon agreement, Continuz can assist with quality control, factory visits, inspections, sample reviews, visual inspections, documentation reviews, or third-party inspections. Quality control can be conducted via the Qarma Inspect platform or another comparable digital inspection platform and is generally based on international AQL standards, unless otherwise agreed in writing between the parties.
    2. The Customer is responsible for reviewing and commenting in a timely manner on inspection reports, photos, observations, QC templates, and other quality-related materials made available by Continuz, including via Qarma Inspect or another digital platform. Failure to raise an objection within a deadline set by Continuz or within a reasonable timeframe may be deemed the Customer’s acceptance of the quality documentation in question.
    3. Subject to a separate agreement, the customer may request customer-specific checkpoints, individual QC templates, access to inspection reports, comments directly in the quality control system, or supplementary inspection procedures for an additional fee and subject to Continuz’s approval.
    4. Quality control is conducted on a random sampling basis and provides a snapshot of production or the Goods at the time of inspection, unless otherwise agreed in writing. A completed, approved, or passed quality control inspection does not constitute a guarantee that all Goods are free from defects, deficiencies, or deviations, including issues that arise or are discovered after the inspection.
  15. Packaging, Labeling, and Documentation
    1. Packaging, labels, hang tags, manuals, warnings, assembly instructions, and other documentation will be provided to the extent agreed upon in writing.
    2. The Customer is responsible for ensuring that packaging, labeling, manuals, and documentation comply with the requirements of the Customer’s sales markets, unless Continuz has assumed this responsibility in writing.
    3. Continuz is not liable for errors in translations, local legal requirements, national labeling requirements, consumer information, or environmental labels, unless Continuz has expressly assumed such liability in writing.
  16. Claims and Notice of Defects
    1. The customer must inspect the Goods thoroughly upon receipt, in accordance with good commercial practice.
    2. Claims regarding visible defects, damage during shipping, quantity discrepancies, damage to packaging, or obvious deficiencies must be reported in writing to Continuz no later than 5 business days after receipt.
    3. Claims regarding hidden defects must be submitted in writing immediately after the defect is or should have been discovered, and no later than 3 months after delivery, unless mandatory law requires otherwise.
    4. Complaints regarding other Services must be made immediately upon the Customer becoming aware of, or having reasonably been expected to become aware of, the defects.
    5. Complaints must include all relevant information, including the order number, item number, batch information, a description of the defect, the number of affected units, photos, video, documentation, and any samples requested by Continuz.
    6. An incomplete, late, or undocumented complaint will result in the Customer losing the right to claim the defect.
    7. The Customer may not return Goods without Continuz’s prior written consent. Returns are made at the Customer’s risk and expense, unless Continuz has agreed otherwise in writing.
    8. Shipping Damage:
      1. To the extent that Continuz is involved in the transport of Goods, the Customer must inspect the packaging and Goods for transport damage upon receipt. Visible transport damage must be noted on the waybill, CMR, POD, or equivalent transport document at the time of receipt. The Customer must provide photographic documentation and immediately file a claim with the carrier and Continuz. If the Customer fails to note any damage caused during transport in a timely manner, the Customer may lose the right to damages or compensation. Continuz is not liable for damage caused during transport after the risk has passed to the Customer.
  17. Deficiencies and Remedial Action
    1. If a timely and valid claim is made, Continuz may, at its discretion, remedy the defect, provide replacement Goods, supply spare parts, issue a credit, grant a proportionate reduction in the price, or offer another commercially reasonable solution.
    2. The customer may not claim termination, damages, daily penalties, compensation for lost profits, operating losses, resale costs, customer claims, recalls, or other indirect losses resulting from defects.
    3. Continuz’s liability for defects is, in all cases, limited to the invoice value of the defective Goods, excluding VAT, shipping, customs duties, taxes, and other costs.
    4. Continuz is not liable for defects resulting from normal wear and tear, improper installation, misuse, lack of maintenance, modifications made by the Customer or a third party, improper storage, climatic or humidity conditions, transportation after the transfer of risk, or the Customer’s own specifications.
    5. Goods sold as seconds, clearance stock, outlet goods, display items, samples, or Goods with known defects are sold without liability for defects beyond what has been expressly agreed in writing.
  18. Warranty
    1. Continuz provides a warranty only if this is expressly stated in writing in the order confirmation or the agreement in general.
      1. The warranty does not cover normal wear and tear, heavy commercial use, outdoor use unless the Product is specifically designed for such use, improper installation, improper cleaning, lack of maintenance, overloading, misuse, modifications, repairs performed by others, or use contrary to the instructions.
  19. Product Liability
    1. Continuz is liable for product liability to the extent that such liability is required by mandatory law.
    2. To the extent permitted by law, Continuz is not liable for operating losses, loss of profits, indirect losses, consequential damages, recall costs, losses incurred by the Customer’s customers, or other commercial losses.
    3. The customer must immediately notify Continuz in writing of any product liability claim, safety issue, inquiry from a regulatory authority, risk of recall, or customer complaint that may relate to Goods delivered by Continuz.
    4. The Customer may not acknowledge liability, enter into a settlement, carry out a product recall, or make public statements in a manner that could affect Continuz without Continuz’s prior written consent, unless required by mandatory law or an order from a competent authority.
    5. The Customer shall indemnify Continuz against any claims, losses, and costs arising from the Customer’s own specifications, instructions, modifications, labeling, marketing, resale, installation, user manual, failure to comply with local regulations, or circumstances occurring after the transfer of risk.
  20. Limitation of Liability
    1. Product data, specifications, tests, certifications, technical information, material descriptions, and other documentation are based, in whole or in part, on information received from suppliers, manufacturers, testing laboratories, or other third parties. Continuz endeavors to convey such information accurately, but does not guarantee the completeness or accuracy of the information unless Continuz has expressly undertaken to do so in writing.
    2. Continuz’s total liability to the Customer is limited to the invoice value of the specific delivery to which the claim relates, excluding VAT, customs duties, shipping costs, and other charges.
    3. Under no circumstances shall Continuz be liable for indirect losses, loss of profits, loss of revenue, loss of production, data loss, loss of goodwill, lost savings, losses incurred by third parties, fines, customer claims, compensation to the Customer’s customers, recall costs, or other consequential damages.
    4. Continuz is not liable for information, statements, certificates, test results, technical data, or documentation received from Suppliers, manufacturers, testing laboratories, authorities, or other third parties, unless Continuz knew or should have known that the information was materially inaccurate.
  21. Force Majeure
    1. Continuz is not liable for any failure to perform or any delay in performance if such failure or delay is due to circumstances beyond Continuz’s reasonable control (“force majeure”).
      1. Force majeure includes, among other things, war, terrorism, sabotage, cyberattacks, pandemics, epidemics, government intervention, import or export restrictions, changes in customs rates or export regulations, changes in export subsidies or public support schemes, geopolitical conflicts, energy crises, developments or fluctuations in oil and raw material prices and markets, customs issues, strikes, lockouts, fire, natural disasters, extreme weather conditions, energy shortages, raw material shortages, production stoppages, supplier failure, force majeure on the part of suppliers, subcontractors, carriers, or other third parties, transportation disruptions, port closures, shortages of containers, space, or capacity, currency restrictions, trade restrictions, and similar circumstances.
    2. In the event of force majeure, Continuz may suspend, postpone, reduce, or cancel deliveries, in whole or in part, without liability.
    3. The customer may not assert any claims against Continuz as a result of force majeure.
  22. Intellectual Property Rights
    1. All rights to concepts, designs, drawings, product ideas, specifications, methods, pricing structures, cost estimates, presentations, images, product development, know-how, and other materials developed or made available by Continuz belong to Continuz, unless otherwise agreed in writing.
    2. The Customer is granted only a limited, non-exclusive, and non-transferable right to use the materials that Continuz expressly makes available to the Customer for the purposes of the specific agreement.
    3. The customer may not copy, imitate, reverse engineer, circumvent, redistribute, publish, or use Continuz’s materials, know-how, product ideas, supplier contacts, or business models for any purpose other than the specific collaboration.
    4. Payment for development costs, samples, prototypes, tooling, or similar items does not imply that intellectual property rights are transferred to the Customer, unless this has been expressly agreed to in writing.
    5. The Customer warrants that the Customer’s designs, trademarks, texts, images, specifications, packaging, labels, and other materials do not infringe on the rights of any third party.
    6. The Customer shall indemnify Continuz against any claim, loss, or expense arising from any alleged or actual infringement of third-party rights caused by the Customer’s materials, instructions, or specifications.
  23. Duty of Loyalty and Prohibition on Direct Dealings
    1. The Customer may not, without Continuz’s prior written consent, either directly or indirectly, enter into agreements, make purchases, place orders, establish partnerships, or otherwise conduct business with suppliers, manufacturers, factories, agents, consultants, business partners, or other business associates that the Customer has become aware of through Continuz or as part of the collaboration with Continuz.
    2. This prohibition applies throughout the entire duration of the collaboration between the Customer and Continuz, as well as for a period of 12 months following the termination of the most recent transaction, order, delivery, sourcing project, development project, consulting service, or other collaboration between the parties.
    3. The customer may not allow affiliated companies, related entities, agents, advisors, employees, representatives, or other third parties to circumvent Continuz by entering into agreements or conducting business with the parties mentioned in Section 22.1.
    4. Any violation of this provision constitutes a material breach. In the event of a violation, the Customer must pay Continuz a contractual penalty of DKK 150,000 per violation. If the breach is ongoing or persistent, a separate penalty of DKK 150,000 will be triggered for each month or portion thereof during which the breach continues.
    5. Payment of the contractual penalty does not limit Continuz’s right to claim compensation for additional losses, including lost profits, lost business opportunities, enforcement costs, attorney’s fees, or other direct or indirect losses, to the extent that such claims may be asserted under Danish law.
    6. Continuz is entitled to seek a temporary injunction, an order, or other legal enforcement measures to bring an infringement to an end, regardless of whether a contractual penalty or damages are also sought.
  24. Compliance/Sanctions
    1. The Customer must comply with applicable laws, regulations, sanctions, export controls, anti-corruption rules, occupational safety regulations, environmental regulations, and other relevant compliance requirements. The customer may not resell Goods to countries, individuals, companies, or for purposes subject to sanctions, export restrictions, or illegal use. Continuz may reject, suspend, or cancel orders if Continuz determines that there is a risk of violation of laws, sanctions, ethical requirements, compliance requirements, or Continuz’s business principles.
  25. Data Protection
    1. The parties must comply with applicable data protection laws. As a general rule, Continuz processes only general contact and business information about the Customer’s employees for the purpose of fulfilling the agreement and managing the collaboration.
  26. Sustainability, etc.
    1. Documentation regarding sustainability, certifications, origin, materials, testing, traceability, environmental conditions, and social conditions will be provided only to the extent agreed upon in writing. Continuz may base documentation on information from suppliers, manufacturers, certification bodies, testing laboratories, or other third parties. Continuz does not guarantee the accuracy or completeness of third-party information unless this has been expressly agreed upon in writing. The Customer is responsible for ensuring that any environmental, sustainability, or certification claims are used lawfully in the Customer’s marketing and sales channels.
  27. Confidentiality
    1. The customer must treat all non-public information received from Continuz as confidential.
    2. Confidential information includes, among other things, prices, cost estimates, suppliers, factories, sourcing models, designs, product ideas, specifications, samples, contract terms, customer lists, business models, and know-how.
    3. The customer may not disclose confidential information to third parties without Continuz’s prior written consent.
    4. The confidentiality obligation applies during the collaboration and for 5 years after the collaboration ends.
  28. Transfer
    1. Continuz may transfer the rights and obligations under the agreement to companies, business partners, or third parties as part of a restructuring, business transfer, factoring, or financing.
    2. The customer may not transfer any rights or obligations under the agreement without Continuz’s prior written consent.
  29. Breach and Termination
    1. Continuz may terminate the agreement in whole or in part with immediate effect if the Customer materially breaches the agreement.
    2. Material breach includes, among other things, failure to pay, insolvency, bankruptcy, reorganization, suspension of payments, failure to provide security, infringement of intellectual property rights, breach of confidentiality, circumvention of Continuz, unlawful use of Goods, or failure to accept ordered Goods.
    3. Upon termination, the Customer shall pay all amounts due and not yet due, all Goods produced or purchased, work in progress, raw materials, packaging, tools, development costs, lost profit, and other costs.
  30. Governing Law and Jurisdiction
    1. The agreement shall be governed by Danish law, excluding Danish conflict-of-law rules and the United Nations Convention on Contracts for the International Sale of Goods (CISG), unless otherwise agreed in writing.
    2. Any dispute between the parties shall be settled by the Aarhus District Court, which is the agreed-upon venue.
    3. However, Continuz is entitled to bring legal action against the Customer in the Customer’s place of residence or in any other competent court for the purpose of debt collection, securing claims, enforcement proceedings, injunctions, seizure, or the enforcement of intellectual property rights.
  31. Changes
    1. Continuz may amend the Terms and Conditions with effect for future offers, orders, and deliveries.
    2. The current version of the Terms and Conditions may be posted on Continuz’s website or provided upon request.