Terms of Use

Buyer General Terms of Use

The following General Terms of Use are issued by Covento A/S, a company duly existing and organized under the laws of Denmark, having its registered office at Hedeager 42, Aarhus N, Denmark, registered with the Commercial and Companies Registry of Denmark under number 43186655 (hereafter “Covento”)

Covento may be contacted in case of questions regarding these General Terms of Use at buyer-support@covento.com.

1 Introduction

Access to Covento online marketplace (the “Marketplace”) is reserved for registered users only.

By registering on the Marketplace you as a company on behalf of which you are registering (the “Buyer”) agree to be bound by these General Terms of Use and the Privacy Notice (click here to read).

In order to be granted access to the Marketplace the Buyer must be screened and accepted by Covento and/or partners authorised by Covento to perform such screening. In effect, Covento may in its sole discretion decide not to grant a Buyer access to the Marketplace and these General Terms of Use will not enter into force prior to such approval. The Buyer shall provide Covento and/or its partners with all information necessary to conduct the screening. If the Buyer does not provide the necessary information, it will not be granted access to the Marketplace.

Any legal or natural person, acting under the Buyer’s authority or on its behalf and who accesses the Marketplace, shall be deemed to have read, understood and accepted these General Terms of Use and Covento’s Privacy Policy. The Buyer shall be fully liable to Covento for the acts and omissions of any such legal or natural person.

These General Terms of Use are accepted by clicking on the “I agree to the General Terms of Use” button in the Enrolment Section (as defined below) of the Marketplace.

Covento is acting as a commission agent for the Suppliers on the Marketplace. This means that Covento will be your contracting party for the purchases made on the Marketplace. However, orders will be fulfilled by the applicable Supplier, and any questions or requests will be directed via the Marketplace to the applicable Supplier. However, as your contracting Party Covento is responsible for the fulfilment of the orders on the Marketplace in compliance with these General Terms of Use and the General Conditions for Sale.

The Buyers shall not be allowed to place an order on the Marketplace where the Supplier belongs to the same group of companies as the Buyer.

2 Definitions

All capitalised terms shall have the meaning given to them in this Article.

Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

Applicable Law means requirements of jurisdictional laws, regulations, ordinances, and administration orders and rules of the countries in which the Product is produced, sold or delivered.

Buyer Profile Account means the Buyer profile on the Marketplace containing all relevant information regarding the Buyer and which was registered by the Buyer at enrolment to the Marketplace and after having accepted these General Terms of Use.

Confidential Information means all non-public information or material disclosed or provided by one Party to the other via the Marketplace or otherwise – whether orally or in writing – including, but not limited to, information relating to the disclosing Party or any Affiliate in respect of products, pricing or relationships with third parties.

Effective Date means the date on which the Buyer is approved by Covento as a Buyer and is granted access to the Marketplace.

Enrolment Section means the enrolment section on the Marketplace to be completed by the Buyer in order for the Buyer to request access to the Marketplace and set up a Buyer Profile Account.

General Condition of Sale means the terms and conditions of sales applicable to all sales of Products on the Marketplace (click here to read).

General Terms of Use means these terms and conditions.

Intellectual Property Rights means any intellectual property right, whether registered or not, including, but not limited to, trademarks, designs, patents, utility models, copyright, database rights, data, website, domain names, corporate names, trade names, trade dress, service marks, software, firmware, trade secrets, know how, drawings, logos, plans, prototypes, processes, methods, algorithms, and any and all other intangible protectable proprietary information that is legally recognized.

Marketplace means the Covento ecommerce marketplace at www.covento.com.

Party or Parties means a Party or the Parties subject to this Agreement, respectively, namely Covento and the Buyer.

Product(s) means the product(s) offered for sale on the Marketplace.

Product Listing means each page on the Marketplace on which a Supplier has listed a Product for sale and which accordingly includes a sales offer regarding said Product containing for example information about Product pricing, Product specifications and Product images/videos.

Sanctions means economic, trade or financial sanctions laid down, administered, or enforced under the laws of the United Nations, the United States, the European Union and/or its Member States, the United Kingdom, or any other relevant jurisdiction.

Supplier means the entity who markets the Products on the Marketplace.

Supplier Marketplace Profile means the Supplier profile on the Marketplace.

3 Enrolment on the Marketplace

Enrolment

The Buyer will provide the information requested on the Enrolment Section and further information as requested by Covento and commits to update such information promptly in case of changes. The Buyer warrants that it will comply with all criteria specified in the Enrolment Section and that all information provided by the Buyer upon enrolment is correct and up-to-date.

The Buyer warrants that it has the authority to agree to these General Terms of Use and to perform the acts required. It warrants that these General Terms of Use will not violate any other agreement to which it is otherwise a party, or any other obligation it has.

Protection of Buyer Profile Account

The Buyer agrees to keep confidential and secure the login credentials, including its username and password, used to access it’s Buyer Profile Account.

In case of loss, misappropriation or fraudulent use of the Buyer’s login credentials, the Buyer shall notify Covento without delay and request new login credentials to be provided by Covento without undue delay.

Notices

All notices to be made under these General Terms of Use shall be sent to buyer-support@covento.com.

4 Buyer use of the Marketplace

Compliance with these Terms

The Buyer must at all times comply with these General Terms of Use and the applicable guidelines and policies available on the Marketplace.

Material and conduct on the Marketplace

The Buyer is prohibited from posting or transmitting to or from the Marketplace any material:

- which is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite to racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;

- for which it has not obtained all necessary licenses and/or approvals;

- which constitutes or encourages conduct that could be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the Applicable Law or infringe the rights of any third party, in any country in the world;

- which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data).

5 Intellectual Property Rights

The Buyer agrees and acknowledges that any and all of Covento’s Intellectual Property Rights and the Supplier’s Intellectual Property Rights shall remain the sole property of Covento and the Supplier, respectively. These General Terms of Use do not directly or indirectly imply any transfer of Intellectual Property Rights.

6 Indemnity

The Buyer is solely responsible for its use of the Marketplace, and undertakes to indemnify and to hold Covento harmless for any damages, losses or expenses that Covento may suffer if it is held responsible by a third party as a result of an action connected to the use of the Marketplace by the Buyer.

7 Limitation of liability

Covento undertakes to abide by and maintain adequate technical and organisational data security measures in relation to the Marketplace, consistent with industry standards and technology best practices, including the requirements set out in ISO 27001, in order to mitigate the risk of data breach, unauthorised data access and/or loss of data.

Covento shall not:

- Whether in contract, tort (including negligence), breach of statutory duty, or otherwise be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature whatsoever (including lost profits or revenues, or harm to business) towards the Buyer.

- Be liable for the content made available on the Marketplace by Buyers.

Covento does not warrant that the use of the Marketplace by the Buyer will be without risk and Covento, amongst others, shall not be responsible for any viruses or malware to which the Buyer becomes subject due to its use of the Marketplace.

The Buyer acknowledges and agrees that the Marketplace shall not be relied on as a storage solution in respect of the information made available. The Buyer is solely responsible for maintaining independent archival and backup copies of all its information.

8 Service access

Covento will endeavor to make the Marketplace available twenty-four (24) hours a day. However, the Buyer acknowledges and agrees that software can never be tested in all possible situations and that accordingly unexpected errors and disruptions may occur in respect of the Marketplace. Covento shall accordingly not be liable for any reason if the Marketplace is unavailable at any time or for any period.

Access to the Marketplace may be suspended temporarily and without notice in case of system failure, maintenance or repair and for any reason beyond Covento’s control. Also, Covento reserves the right to update the Marketplace at any time for the purpose of adding, amending or removing functionality or otherwise in order to modify its software in order to, for example, adapt to new technology, new security standards or new administrative procedures.

9 Data Protection

The Parties undertakes to comply fully and at all time with all data protection laws and regulations applicable when controlling or processing any personal data (as defined under Applicable Law) under these General Terms of Use, including where applicable Regulation (EU) 2016/679 of the European parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

By accepting these Terms of Use, the Buyer accepts Covento’s Privacy Policy available here. The Buyer is obliged to notify all natural persons (e.g. employees) acting under the Buyer’s authority or on its behalf and who accesses the Marketplace about the aforementioned Privacy Policy.

10 Modifications to these General Terms of Use

Covento reserves the right to revise or modify these General Terms of Use at any time. Any modification will be notified 30 (thirty) days in advance.

The Buyer shall within 30 (thirty) days from receipt of the aforementioned notice accept the new General Terms of Use in order to be able to access and use the Marketplace following the effective date of the new General Terms of Use. For the avoidance of doubt, Purchase Orders (as defined in the Conditions of Sale) placed by the Buyer prior to the effective date of the new General Terms of Use shall be governed by the version of the General Terms of Use which applied at the point in time where said Purchase Orders were placed.

If the Buyer does not accept the updated version of the General Terms of Use within 30 (thirty) days from receipt of the aforementioned notice then the Buyer’s right to access and use the Marketplace will be terminated without further notice.

11 Suspension, termination of access and deletion of profile

Covento may, at its sole discretion and without notice, terminate these General Terms of Use and suspend or terminate the Buyer’s access to the Marketplace, including by deleting the Buyer Profile Account, in case the Buyer breaches these General Terms of Use, in case of Buyer acting in bad faith, becomes insolvent or subject of any bankruptcy, winding up or liquidation proceeding or is otherwise unable to pay the invoices due.

12 Compliance screening

Covento and/or its partners will screen a Buyer upon receipt of a request to access the Marketplace and continuously following its acceptance of the Buyer to the Marketplace.

Covento may on the basis of the aforementioned screening and in its sole discretion deny the Buyer access to the Marketplace or– if relevant – terminate the Buyer’s access to the Marketplace with immediate effect and without liability.

The Buyer warrants that neither the Buyer nor any of the Buyer’s employees, officers, directors, affiliates, direct or indirect shareholders nor any other person or entity having a direct or indirect ownership or controlling interest in them or the Buyer, are or risk becoming i) a person or entity targeted by Sanctions or ii) directly or indirectly owned or controlled by any such person. Covento may terminate the Buyer’s access to the Marketplace with immediate effect and without liability in case of a breach of the foregoing.

13 Force Majeure

For the purpose of the General Terms of Use, “Force Majeure” means any event reasonably unforeseeable at the time of the Buyer’s acceptance of the General Terms of Use, beyond the control of Covento and which could not have been reasonably prevented, avoided or removed including, but no limited to, fire, flood, war, embargo, strike, pandemic, riot, act of God, act of government authorities, laws or regulations.

Covento may not be held liable for the harmful consequences of an event of Force Majeure. Covento shall make every reasonable effort to limit the duration and consequences of the event.

In the event of the occurrence of Force Majeure, Covento shall immediately inform the other Buyer in writing of the nature, cause, starting date and the anticipated extent of such event.

If the event is only temporary, Covento’s obligations will be suspended until the situation is restored to normal. However, if the duration of the impossibility of performance is greater than thirty (30) days, Covento shall be deemed excused from its obligations and may suspend or terminate all access and operations affected by the Force Majeure.

14 Disputes and choice of law

These General Terms of Use are governed by, interpreted and construed exclusively in accordance with Danish law (however expressly excluding in full the United Nations’ Convention on the International Sales of Goods “CISG”).

Any dispute arising out of or in connection with these General Terms of Use, including any disputes regarding the negotiation, existence, validity or termination thereof, which is not settled by negotiation within thirty (30) days of the first notification of the dispute, (or such longer period as the parties may agree), shall be finally settled by arbitration administrated by The Danish Institute of Arbitration in accordance with the rules of arbitration adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced.

The place of arbitration shall be Copenhagen, Denmark. The arbitral tribunal shall be composed of 3 arbitrators. The arbitrators shall be appointed in accordance with the above arbitration rules. The language of the arbitration shall be English, unless otherwise agreed between the Parties. Any information and material relating to the arbitration and all aspects of the arbitration, including but not limited to its existence and the award, shall be treated as Confidential Information under these General Terms of Use.

15 Assignment

Neither these General Terms of Use, nor any other contractual obligation pertaining to the performance entered into by the Buyer may be assigned transferred, or sub-contracted by the Buyer without prior written consent of Covento. Any such transfer, assignment or sub-contract without the required consent will be void.

16 Survival

If any provision of these General Terms of Use is held illegal, invalid or unenforceable in whole or in part in any jurisdiction, this shall not affect the validity or enforceability in that jurisdiction of any other provision of these General Terms of Use or the validity or enforceability of that provision or any other provision in any other jurisdiction.

17 Language and interpretation

The General Terms of Use has originally been drafted in English.

As a consequence, only the English version shall be binding upon the Parties. If the General Terms of Use are translated into another language, the Parties expressly agree that it shall be for information purposes only, and the English version shall be the sole binding version between the Parties.

18 Headings

The Article headings contained in these General Terms of Use are inserted for convenience only and shall not affect in any way the meaning or interpretation of these General Terms of Use. In case of difficulty of interpretation of the titles appearing in the heading of the Articles, they will be declared non-existent.

19 Conflicting Provisions

To the extent the provisions contained in these General Terms of Use are inconsistent with those contained in the General Conditions of Sale, the latter shall prevail. Otherwise, such provisions shall be considered cumulative.

20 Waiver

The failure of a Party to insist upon performance of any provision or part of a provision of these General Terms of Use or the failure of a Party to exercise any right or remedy to which it is entitled thereunder shall not be considered a waiver of such provisions, rights or remedies.

A waiver by a Party of any right or remedy to which it is entitled shall not preclude or prejudice such Party from later enforcing or exercising such rights remedies in other instances.

The rights, powers and remedies provided in these General Terms of Use are cumulative and do not exclude any right, power and remedy provided by Danish law.

Supplier General Terms of Use

Covento may be contacted for questions regarding these General Terms of Use at supplier-support@covento.com.

1 Introduction

Access to the Covento online marketplace (the “Marketplace”) is reserved for registered users only.

By registering on the Marketplace, you as a company on behalf of which you are registering (the “Supplier”) shall be bound by these General Terms of Use and the Privacy Policy (click here to read).

If you do not wish to accept these General Terms of Use, you may not register or use the Marketplace. In order to become a Supplier you must also accept the Commission Agent Agreement.

In order to be granted access to the Marketplace the Supplier must be screened and accepted by Covento and/or partners authorised by Covento to perform such screening. This also means that Covento in its sole discretion may reject a Supplier. These General Terms of Use will not enter into force until the Supplier has accepted the Commission Agent Agreement and the Supplier has been duly accepted by Covento. The Supplier shall provide Covento and/or its partners with all information necessary to conduct the screening. If the Supplier does not provide the necessary information, it will not be granted access to the Marketplace.

Any legal or natural person, acting under the Supplier’s authority or on its behalf and who accesses the Marketplace, shall be deemed to have read, understood and accepted these General Terms of Use and Covento’s Privacy Policy. The Supplier shall be fully liable to Covento for the acts and omissions of any such legal or natural person.

These General Terms of Use are accepted by clicking on the "I agree to the General Terms of Use" button in the Enrolment Section (as defined below) of the Marketplace.

Supplier accepts that sales made through the Marketplace are governed by the General Conditions of Sale, which are accepted by the Buyers when creating their Buyer Profile Account.

2 Definitions

All capitalized terms shall have the meaning given to them in this Article.

Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

Anti-Bribery Laws has the meaning given to it in Article 12.

Applicable Law means requirements of jurisdictional laws, regulations, ordinances, and administration orders and rules of the countries in which the Product is produced, sold or delivered.

Buyer means any natural or legal person that holds a Buyer Profile Account which gives them access to purchase Products on the Marketplace.

Buyer Profile Account means the Buyer profile on the Marketplace.

Confidential Information means all non-public information or material disclosed or provided by one Party to the other, in any form or media including orally or in writing, data, documents, strategy, relationships with third parties or any other form, relating to the disclosing Party or any Affiliate.

Effective Date means the date on which the Supplier is duly accepted by Covento as a Supplier.

Enrolment Section means the enrolment section on the Marketplace to be completed by the Supplier to set up the Supplier Profile Account.

Extended Warranty means a warranty period longer than twelve (12) months as offered by a Supplier for a Product and mentioned on the Product Listing.

General Condition of Sales means the terms and conditions of sales applicable to all sales of Products on the Marketplace.

General Terms of Use means these conditions.

Intellectual Property Rights means any intellectual property right, whether registered or not, including but not limited to trademarks, designs, patents, utility models, copyright, database rights, data, website, domain names, corporate names, trade names, trade dress, service marks, software, firmware, trade secrets, know how, drawings, logos, plans, prototypes, processes, methods, algorithms, and any and all other intangible protectable proprietary information that is legally recognized.

Marketplace means the Covento ecommerce marketplace at www.covento.com.

Party or Parties means a Party or the Parties subject to this Agreement, namely Covento and the Supplier.

Product(s) means the product(s) that the Supplier intends to sell on the Marketplace.

Product Listing means the product page on which the Supplier lists the Product together with the sales offer including all information, Product Price, Product Category. images, videos, text,Product descriptions, created by the Supplier and displayed on the Marketplace.

Product Price means the price before commission that the Supplier determines for the Products on the Product Listings for their sale via the Marketplace.

Supplier Marketplace Profile means the Supplier profile on the Marketplace.

Supplier Profile Account means the Supplier’s back office access to modify Product Prices and Product Listings.

3 Registration on the Marketplace

The Supplier will provide the information requested on the Enrolment Section and the Supplier Profile Account and commits to update such information promptly in case of changes. The Supplier warrants that it will comply with all criteria specified in the Enrolment Section and that all information given by the Supplier upon enrolment is correct and up-to-date.

As part of the Supplier’s enrolment in the Marketplace, the Supplier agrees to pay a monthly fee to Covento. The amount of the monthly fee is twenty-four ninety-nine euros (24,99€).

The Supplier warrants that it has the authority to agree to these General Terms of Use and to perform the acts required. It warrants that these General Terms of Use will not violate any other agreement to which it is otherwise a party, or any other obligation it has.

The Supplier will comply with the applicable rules and guidelines of the Marketplace at all time.

The Supplier agrees to observe reasonable safety measures to avoid unauthorized access to the password used to establish and access its Supplier Profile Account and not to disclose it to any third party.

In case of loss, misappropriation or fraudulent use of the Supplier’s login and/or password, the Supplier shall notify Covento without delay.

4 Product Listings

The Supplier will create Product Listings via the Marketplace for all Products it intends to offer for sale on the Marketplace.

Products will be sold on the Marketplace with Covento as seller of record in accordance with the Commission Agent Agreement. All Products will be sold under the General Conditions of Sale. The Supplier may offer specific conditions for the Products such as an Extended Warranty. Said specific conditions shall appear on the Product Listing.

All Product Listings shall comply with the requirements in these General Term of Use and the specifications and policies posted on the Marketplace (including but not limited to the Product Listing Policy).

All Product Listings must fall within the approved Product Categories unless otherwise agreed in writing with Covento.

The Supplier acknowledges that Covento may suspend Product Listings in case of suspected or identified mistakes or in case the Product Listings do not comply with these General Terms of Use or the Commission Agent Agreement. The Supplier will be notified of any suspension of a Product Listing.

The Supplier warrants that all information in the Product Listings are accurate, complete, current, and is not misleading or deceptive in any manner. The Supplier is responsible for continuously updating its Product Listings to ensure the Product Listings and related inventories are, at all times, accurate.

The Supplier is prohibited from listing Products on the Marketplace that are dual-use items listed in Annex IV of the Regulation (EU) 2021/821 of the European Parliament and of the Council of 20 May 2021 setting up a Union regime for the control of exports, brokering, technical assistance, transit and transfer of dual-use items.

5 Buyer Claims on the Marketplace

Covento will receive all Buyer requests for cancellations, returns and refunds etc. on the Marketplace (hereafter “Buyer Claims”).

The Buyer Claims will be communicated by Covento to the Supplier through a dedicated tab on the Supplier’s Product Listing or on the Supplier Marketplace Profile.

The Supplier shall be solely responsible for processing all Buyer inquiries relating to the Products.

The Supplier will also be solely responsible for the preparation, execution and follow-up of any Product recalls.

All Product returns will be sent from the Buyer directly to the Supplier. Upon request, Supplier will provide an address for the return of Products, and receive the Products returned by the Buyer.

Supplier will handle Buyer Claims within a reasonable time and with all usual care, skill and forethought.

Covento may but is not obligated to process a Buyer’s Claim, including if the Supplier is unwilling to deal with the Buyer's Claim or it is unable to deal with the Buyer's Claim due to dissolution, bankruptcy, insolvency or a Force Majeure Event (as defined below),.

In this case, the Supplier will remain liable to Covento and will have to indemnify and hold harmless Covento for the reasonable expenses incurred and procedures carried out on Supplier’s behalf.

6 Intellectual Property Rights

The Supplier agrees and acknowledges that any and all of Covento’s Intellectual Property Rights shall remain the sole property of Covento and these General Terms of Use neither directly nor indirectly imply any transfer of Covento’s Intellectual Property Rights. The Supplier shall not use or exploit in any way whatsoever, in whole or in part, any Intellectual Property Rights of Covento, including without limitation those related to the Marketplace, website, databases and any software, algorithms developed by Covento, or the trademarks of Covento. The Supplier further undertakes that neither the Products nor the Product Listing shall use, incorporate or refer to any Intellectual Property Rights of Covento.

7 Indemnity

The Supplier will defend, indemnify and hold harmless Covento from and against (a) damages, losses and expenses and/or (b) all third party claims, whether actual or alleged, in both instances arising out of or relating to the Supplier’s use of the Marketplace and / or the sale of the Products, including but not limited to breach of the terms of these General Terms of Use, death or injury to any person, damage to any property, infringement of intellectual property rights, or any other damage or loss.

In case of a third party claim against Covento for a cause relating to the Products, Covento shall immediately inform the Supplier thereof and, if Covento so requires, the Supplier shall voluntarily intervene without delay in the proceedings and, if necessary, take the necessary measures to settle the conflict with the third party.

8 Limitation of liability

Covento does not warrant that the use of the Marketplace by the Supplier will be without risk and amongst others Covento shall not be responsible for any electronic virus or viruses that may be associated with the use of the Marketplace by the Supplier.

The Marketplace shall not be considered as an archive by the Supplier. The Supplier is solely responsible for maintaining independent archival and backup copies of all information relevant to its activity or the sale of Products via the Marketplace.

Except for third party claims for infringement of intellectual property, in cases of death or personal injury or in cases of gross negligence or willful misconduct, neither Covento nor the Supplier shall be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature whatsoever (including lost profits or revenues or harm to business).

In no event will Covento’s liability under these General Terms of Use (whether in contract, tort or other legal theory) be greater than the total commission paid in accordance with the Commission Agent Agreement by the Supplier to Covento in the past six (6) months prior to the date on which such claim arose.

Covento agrees to include in the General Conditions of Sale a provision limiting Covento’s liability, indirectly Supplier’s liability, towards Buyers of Products so that the maximum liability of Covento for defective products cannot exceed 100 % of the purchase price paid for the Product.

9 Service access

Covento will endeavor to make the Marketplace available twenty four (24) hours a day. Nevertheless, Covento shall not be liable for any reason if the Marketplace is unavailable at any time or for any period.

Access to the Marketplace may be suspended temporarily and without notice in the case of system failure, maintenance or repair or for any reason beyond Covento’s control.

The Supplier acknowledges that software can never be tested in all possible situations and that deviation from agreed functionally and unexpected errors and disruptions may occur. Covento reserves the right to update the Marketplace with new functions or otherwise modify it in order to, for example, adapt to new technology, new security standards or new administrative procedures.

10 Data Protection and Cyber Security

Covento and Supplier undertake to comply fully and at all time with all data protection laws and regulations applicable when controlling or processing any personal data (as defined under Applicable Law) under these General Terms of Use, including where applicable Regulation (EU) 2016/679 of the European parliament and of the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

By accepting these Terms of Use, you also agree to Covento’s Privacy Policy. If you receive this notice on behalf of e.g. a colleague or employee, you are required to also provide them with a copy of this notice.

Covento agrees to abide by and maintain adequate technical and organizational data security measures, consistent with industry standards and technology best practices, to protect the Marketplace and to mitigate the risk of data breach, unauthorized data access and/or loss of data.

11 Material and conduct on the Marketplace

The Supplier is prohibited from posting or transmitting to or from the Marketplace any material:

which is threatening, defamatory, obscene, indecent, seditious, offensive, pornographic, abusive, liable to incite racial hatred, discriminatory, menacing, scandalous, inflammatory, blasphemous, in breach of confidence, in breach of privacy or which may cause annoyance or inconvenience;
for which it has not obtained all necessary licenses and/or approvals;
which constitutes or encourages conduct that would be considered a criminal offence, give rise to civil liability, or otherwise be contrary to the Applicable Law or infringe the rights of any third party, in any country in the world;
which is technically harmful (including without limitation, computer viruses, logic bombs, Trojan horses, worms, harmful components, corrupted data or other malicious software or harmful data.

In addition, the Supplier undertakes not to make available to Buyers a link to its personal website on its Supplier Marketplace Profile.

12 Anti-Corruption Laws

(a) Each Party shall comply with the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions as well as all applicable national and local anti-bribery laws (collectively, the "Anti-Bribery Laws").

(b) Each Party represents and warrants that no person acting on its behalf will offer, promise, make, accept, solicit, authorize or provide, directly or indirectly, payments, gifts or anything of value to any person, legal or natural (or to any intermediary of such person) for the purpose of corruptly or improperly influencing or rewarding any action, inaction or decision of such person, or for the purpose of obtaining or retaining business or obtaining an improper business advantage.

(c) Covento may immediately terminate access to the Marketplace, in its sole discretion and without notice, if the Supplier’s acts or omissions are under investigation for potential violation of the Anti-Bribery Laws. In addition, if Covento determines that the Supplier has failed to comply with the provisions of any Applicable Law, including the Anti-Bribery Laws, Covento may immediately terminate Buyer’s access to the Marketplace, and any performance due hereunder, at its sole discretion and without notice.

(d) Each Party warrants that all persons acting on its behalf will comply with all Applicable Laws in connection with all activities under these General Terms of Use, including Anti-Bribery Laws, if any, in force in the country or countries in which such Party has its principal place of business.

(e) Each Party further warrants and represents that if it becomes aware of or has reason to suspect a breach of the covenants in this Article, it will immediately notify the other Party.

13 Compliance screening

Covento and/or its partners continuously screen Suppliers in accordance with an internal compliance due diligence process. If the Supplier fails to continue to meet the compliance standards, Covento may immediately terminate Supplier’s access to the Marketplace.

14 Code of Conduct

The current version of Covento’s Business Partner Code of Conduct is set out on https://www.vestas.com/ and is updated by Covento from time to time (“Code of Conduct”). By agreeing to these General Terms of Use, the Supplier confirms that it complies with all requirements set out in the latest version of the Code of Conduct.

The Supplier shall maintain appropriate documentation to demonstrate compliance with the requirements of the Code of Conduct and relevant legislation. Documentation must be made available to Covento upon request.

Further, as part of Covento’s goal to ensure general and ongoing improvement of the Marketplace, Covento requires the Supplier to commit to continuously improve in all areas listed in the Code of Conduct.

15 Modifications to these General Terms of Use

Covento reserves the right to revise or modify these General Terms of Use at any time. Any modification will be notified to the Supplier at least two (2) weeks in advance.

The Supplier shall within two (2) weeks from receipt of notice accept the new General Terms of Use by clicking on the “I accept”-button at the Supplier Profile Account on the Marketplace. The new General Terms of Use will apply once accepted by the Supplier.

If the Supplier does not accept the updated version of the General Terms of Use within two (2) weeks from receipt of notice then access to and use of the Marketplace will not be possible.

16 Termination

Covento may terminate Supplier’s access to the Marketplace or suspend the Supplier’s access to the Marketplace immediately and without notice if Covento determines at its discretion that the Supplier has:

breached any term of these General Terms of Use,
acted fraudulently or with bad intent, or
is insolvent or subject of any bankruptcy, winding up or liquidation proceeding.

In case of termination, Covento shall have the right to cancel all open Buyers’ orders for the Supplier’s Products, and to remove all of the Supplier’s Product Listings from the Marketplace.

In case Covento or the Supplier terminates the Commission Agent Agreement in accordance with Article 16 in said agreement Supplier’s access to the Marketplace will also be terminated, however, each Party shall process and fulfil all orders made during the termination notice period, including if delivery date and/or payment date is set to occur after the end of the termination notice period, and proceed with payments owed on orders made during the termination notice period.

17 Force Majeure

For the purpose of the General Terms of Use, “Force Majeure” means any event reasonably unforeseeable at the time of the Supplier’s acceptance of the General Terms of Use, beyond the control of a Party and which could not have been reasonably prevented, avoided or removed including, but no limited to, fire, flood, war, embargo, strike, pandemic, riot, act of God, act of government authorities, laws or regulations.

Neither Party may be held liable for the harmful consequences of an event of Force Majeure as defined in this Article. The Parties shall make every reasonable effort to limit the duration and consequences of the event.

In the event of the occurrence of a Force Majeure event, the Party subject to the Force Majeure event shall immediately inform the other Party in writing of the nature, cause, starting date and the anticipated extent of such event.

If the event is only temporary, the effects of the General Terms of Use will be suspended until the situation is restored to normal. However, if the duration of the impossibility of performance is greater than thirty (30) days, the Parties undertake to meet as soon as possible in order to negotiate in good faith an adaptation of the contract.

In the event that this negotiation fails, or in case that the Force Majeure event renders performance under these General Terms of Use definitively impossible, each Party shall be allowed to terminate the agreement upon written notification.

18 Disputes and choice of law

19 Completeness

These General Terms of Use and the Commission Agent Agreement constitute the complete and entire agreement between the Parties with regards to the subject matter hereof. It amends, replaces and supersedes all previous agreements, provisions and undertakings with respect to the subject matter hereof.

20 Assignment

Neither these General Terms of Use, nor any other contractual obligation pertaining to the performance entered into by the Supplier may be assigned transferred, or sub-contracted by the Supplier without prior written consent of Covento. Any such transfer, assignment or sub-contract without the required consent will be void.id.

21 Survival

22 Relationship of Parties

The Parties to these General Terms of Use are independent contractors, and no other relationship will be implied from these General Terms of Use. Nothing contained in or done pursuant to these General Terms of Use will be construed as creating a partnership, or joint

23 Language and interpretation

The General Terms of Use has originally been drafted in English.

As a consequence, only the English version of the General Terms of Use shall be binding upon the Parties. If the General Terms of Use are translated into another language, the Parties expressly agree that it shall be for information purposes only, and the English version shall be the sole binding version between the Parties

24 Headings

25 Conflicting Provisions

To the extent the provisions contained in these General Terms of Use are inconsistent with those contained in the Commission Agent agreement, the latter shall prevail. Otherwise, such provisions shall be considered cumulative.

26 Waiver

A waiver by a Party of any right or remedy to which it is entitled shall not preclude or prejudice such Party from later enforcing or exercising such rights remedies in other instances.

The rights, powers and remedies provided in these General Terms of Use are cumulative and do not exclude any right, power and remedy provided by Danish law.

Notices

All notices shall be sent to supplier-support@covento.com.

Commission Agent Agreement

By accepting this Commission Agent Agreement, you, as a company on behalf of which you are registering (the “Supplier”) agree to appoint Covento A/S, a company duly existing and organized under the laws of Denmark, having its registered office at Hedeager 42, Aarhus N, Denmark, registered with the Commercial and Companies Registry of Denmark under number 43186655 (hereafter “Covento”), as your commission agent.

(Supplier and Covento are hereafter referred to individually as a ”Party” and collectively as the ”Parties”)

WHEREAS:

Covento operates an online e-commerce marketplace, Marketplace (as defined below) where Buyers (as defined below) can purchase products for the renewable energy industry offered by relevant Suppliers through multiple offers;
The Supplier is a manufacturer or distributor of products in the renewable energy sector and wishes to sell its products through the Marketplace (as defined below).
The Parties now wish for Covento to act as a commission agent for the Supplier on the terms and conditions set forth in this Agreement.
The Supplier acknowledges and accepts that access to the Marketplace is reserved for registered users only and that the Supplier must 1) accept the General Terms of Use of the Marketplace (the “General Terms of Use”) available at the Enrolment Section (as defined below) and 2) be screened and accepted by Covento (or a partner chosen by Covento to conduct such screening). This Agreement will not enter into force until the Supplier has been duly accepted by Covento and the General Terms of Use has been accepted by the Supplier.

THIS BEING SAID, THE PARTIES AGREE TO THE FOLLOWING:

Article 1 - Definitions

All capitalized terms shall have the meaning given to them in this Article.

Affiliate means any person or entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

Agreement means this Commission Agent Agreement and its appendices.

Applicable Law means any requirement of jurisdictional law, regulations, ordinances, and administration orders and rules of the countries in which the Product is produced, sold or delivered.

Change of Control has the meaning given to it in Article 6.2.

Confidential Information means all information or material disclosed or provided by one Party to the other in any form or media and whether provided orally or in writing relating to the disclosing Party or any of its Affiliates.

Buyer means any natural or legal person that holds a Buyer Profile Account which gives them access to purchase Products through the Marketplace.

Buyer Profile Account means the Buyer profile on the Marketplace.

Defective Products means any Product which has a defect in materials or workmanship.

Enrolment Section means the enrolment section on the Marketplace to be completed by the Supplier to set up the Supplier Profile Account.

Force Majeure has the meaning given to it in Article 14.

General Condition of Sales means the terms and conditions of sales applicable to all sales of Products on the Marketplace.

General Terms of Use means the terms and conditions of use of the Marketplace between Covento and the Supplier.

Intellectual Property Rights means any intellectual property right, whether registered or not, including but not limited to trademarks, designs, patents, utility models, copyright, database rights, data, website, domain names, corporate names, trade names, trade dress, service marks, software, firmware, trade secrets, know how, drawings, logos, plans, processes, methods, algorithms, and any and all other intangible protectable proprietary information that is legally recognized.

Marketplace means the Covento e-commerce marketplace at www.covento.com.

Product(s) means the product(s) that the Supplier offer to sell and sells on the Marketplace, within the approved Product Categories.

Product Category means the categories as determined by Covento containing a certain type of Product and in accordance with which Products are classified and listed on the Marketplace.

Product Listing means the product page on which the Supplier lists a Product together with the sales offer including all information, Product Price, Product Category, images, videos, text, Product descriptions, created by the Supplier and displayed on the Marketplace.

Product Price means the maximum sales price (including commission payable to Covento) that the Supplier sets for the Products on the Product Listings for their sale via the Marketplace.

Supplier's Trademarks means all of Supplier’s registered and unregistered trademarks, service marks, trade names, registrations and applications to register the foregoing, logos, and domain names.

Supplier Product Information means all information, images, videos, text, Product description, and Product related data uploaded by Supplier to create its Supplier Profile Account and/or Product Listing.

Supplier Profile Account means the Supplier’s back office access to modify Product Listings.

Article 2 - Subject of the Agreement

This Agreement determines the terms and conditions under which Covento, acting as a commission agent for the Supplier, offers for sale the Supplier’s Products on the Marketplace in Covento’s name on behalf of the Supplier.

This Agreement is accepted by clicking on the “I agree to the Commission Agent Agreement” button in the Enrolment Section of the Marketplace.

Article 3 - Relationship

3.1 Covento will be a commission agent within the meaning of the Danish law on commission (in Danish Kommissionsloven).

3.2 For the avoidance of doubt, the Parties agree on this characterization of the Parties’ cooperation and expressly exclude any other type of cooperation.

3.3 This Agreement does not constitute and shall not be construed as constituting a contract of employment, a commercial agent relationship, a subcontractor agreement, a partnership or joint venture or any other type of relationship between the Parties.

Article 4 - Retention of title

Covento will not have title to, or in a way be deemed the legal owner of any Products at any time or in any way under this Agreement.

Article 5 – Non-Exclusivity

This Agreement is not exclusive. Covento and the Supplier shall remain free to perform their activities with other parties and through other channels.

Article 6 – Intuitu personae

This Agreement is concluded in consideration of the Supplier’s person.

Article 6.1 Assignment

Neither this Agreement, nor any other contractual obligation pertaining to the Supplier’s performance entered into by the Supplier may be assigned, transferred, or sub-contracted by the Supplier without prior written consent of Covento. Any such transfer, assignment or sub-contract without the required consent will be void.

Article 6.2 Change of Control

Covento shall have the option, but not the obligation, to terminate with immediate effect this Agreement in its entirety without any judicial formality and without payment of a termination charge if, directly or indirectly, in a single transaction or in a series of related transactions:

(i) there is a change in the ownership, voting rights, management, or contracts or any other means that confer to another party the power to exercise decisive influence over the Supplier; or

(ii) all or substantially all of the assets of the Supplier are acquired, or

(iii) the Supplier is merged with or into another entity (for convenience, any event affecting the Supplier in accordance with these (i) (ii) and (iii) is referred to hereafter as a “Change of Control”).

The Supplier shall notify Covento immediately upon first becoming aware that a Change of Control may occur or has occurred.

Article 7 – Parties’ obligations

Article 7.1 Good Faith

The Parties undertake to perform their obligations in good faith.

Article 7.2 Authority to enter into the Agreement

The Parties warrant that they have the authority to enter into the Agreement and to perform the acts required. They warrant that the Agreement will not violate any other agreement to which they are otherwise a party, or any other obligation they have.

Article 7.3 Intellectual property rights

Article 7.3.1 Ownership

The Parties agree and acknowledge that, as between Covento and the Supplier, each Party retains ownership of its own Intellectual Property Rights, and this Agreement does neither directly nor indirectly imply any transfer of Intellectual Property Rights between the Parties.

The Supplier shall not use or exploit in any way whatsoever, in whole or in part, any Intellectual Property Rights of Covento, including without limitation those related to the Marketplace, website, databases and any software, algorithms developed by Covento, or the trademarks of Covento. In particular, the Supplier shall not copy, extract or reuse whole or part of the database of the Marketplace, including the content thereof.

The Supplier further undertakes that neither the Products nor the Product Listing shall use, incorporate or refer to any Intellectual Property Rights of Covento.

Article 7.3.2 License

The Supplier hereby grants to Covento, for the duration of this Agreement, a royalty free, non-exclusive, worldwide license to use, reproduce and display the Supplier’s Product Information and Product Listings, and more generally the content generated or provided by the Supplier on the Marketplace, strictly for the purposes of operating the Marketplace. The Supplier hereby grants to Covento a royalty free, perpetual, irrevocable, non-exclusive, worldwide license to use data and information submitted by the Supplier regarding Products and Product Listings in aggregated form for internal statistical purposes and search optimization only.

Supplier expressly agrees that Covento may grant a non-exclusive, royalty-free, and non-transferable limited license to the Buyer to use any documentation provided by Supplier to Covento and which is delivered by Covento to the Buyer regarding a Product solely in connection with the purchase, operation, and use of said Product.

The Supplier hereby grants to Covento, for the duration of this Agreement, a royalty free, non-exclusive, worldwide, right to use, reproduce, and display, the Supplier's Trademarks on the Marketplace, provided, however, that Covento will not alter any of Supplier’s Trademarks. This license to the Supplier Trademarks is limited to use on the Marketplace.

The Supplier represents and warrants to Covento that it is the rightful owner of any Intellectual Property Rights in the Products or in the content of the Products Listings as well as any Intellectual Property Rights of the Supplier provided under this Agreement and that neither of the foregoing infringe or will infringe any Intellectual Property Right of any third party. The Supplier shall be solely liable and will indemnify, defend and hold harmless Covento for any claim, liability, loss, expenses, damages (including penalties, fines or attorney fees) which are made or brought by any third party against Covento arising out of or in connection with the alleged or actual infringement of its Intellectual Property Right by the use of any of the foregoing on the Marketplace, including the sale of the Products, photographs, drawings, content related to the presentation of the Products. Upon notice by a third party of an alleged infringement, Covento reserves the right to withdraw promptly the disputed content or Products from the Marketplace, or to suspend or terminate this Agreement without prejudice to any damages or remedies Covento may be entitled to.

Article 7.4 Data protection

Except as expressly agreed in the Agreement or otherwise, the Parties may not use the other Party’s trademarks and/or business name. The Parties’ agree to act without undue delay and in good faith if a request for use of its trademark and/or business name for marketing purposes is set forth by the other Party.

Article 7.5 Data protection

The Parties agree that, at all time, they will comply with all data protection laws and regulations applicable when controlling or processing any personal data (as defined under Applicable Law) under this Agreement, including where applicable Regulation (EU) 2016/679 of the European parliament and the council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data. The Supplier also agrees that is shall respect Covento’s Privacy.

Article 7.6 Confidentiality

The Parties agree on the confidentiality of the Agreement and consequently refrain from disclosing its terms, except with the express agreement of the other Party.

The Parties also agree to: (i) treat as confidential, and preserve the confidentiality of all Confidential Information and not disclose it to any third party; (ii) use the Confidential Information solely for the purpose of or as described in this Agreement.

The obligation with respect to Confidential Information will not apply to any information that: (i) is already in, or had entered the public domain prior to its disclosure or after it, otherwise than through the fault of one Party; (ii) is already known or available to the Party at the date of receipt of Confidential Information, as evidenced by written records of the Party; (iii) is lawfully obtained by the Parties from third parties, with full rights of disclosure, as evidenced by written records of the Parties.

Without limiting the foregoing, and except for what is expressly agreed pursuant to article 7,4, the Supplier will not disclose any information regarding the Supplier's sale of Products on the Marketplace, in any advertising, promotional or sales activity, publicity release, or other public communication without Covento’s prior written consent and approval in each instance. Covento has the right to review and approve any press release, marketing materials or related content that mentions Covento or the Marketplace.

For the avoidance of doubt, nothing in this Article shall limit Covento’s rights to use the license according to Article 7.3.2.

Failure to comply with this Article may result in immediate termination of the Agreement and an obligation to pay any damage that may be the result of such failure.

Article 7.7 Liability

Each Party shall be responsible for the fulfilment of its obligations under the Agreement and shall be liable for any and all consequences of its failure to do so.

As commission agent, Covento shall towards the Buyer’s in accordance with the Danish Act on Commission section 56 be directly liable for any and all Buyer claims and any and all related losses or damages arising out of such claims. Supplier shall indemnify and hold Covento harmless from any such Buyer claims and any and all related losses or damages arising out of such claims that Covento may have been held liable for.

Except for third party claims for infringement of Intellectual Property Rights, in cases of death or personal injury or in cases of gross negligence or wilful misconduct, neither Covento nor the Supplier shall be liable for any indirect, incidental, consequential, special or punitive damages of any kind or nature whatsoever (including lost profits or revenues, or harm to business).

In no event will Covento’s liability under this Agreement (whether in contract, tort or other legal theory) be greater than the total commission paid by the Supplier to Covento in the past six (6) months prior to the date on which such claim arose.

Article 8 – Covento’s obligations

Article 8.1 Condition of sale of the products

Covento undertakes to offer on the Marketplace all the Product Listings established by the Supplier provided that they are in accordance with the prescriptions of the General Terms of Use and the Product Listing has not been rejected, removed or suspended by Covento in accordance with Article 4 of the General Terms of Use.

Article 8.2 Del credere

Covento shall act as del credere for all purchases made directly by Buyers on the Marketplace passed on to the Supplier following thorough due diligence of the Buyer’s solvency and which remains unpaid by the Buyer following a formal payment notice.

Article 8.3 Marketplace related costs

All costs related to the operation of the Marketplace including maintenance, marketing and payment service costs will be borne by Covento.

Article 8.4 Sales and invoicing

Covento will sell the Products on the Marketplace in its own name but on behalf of the Supplier.

Prior to Buyer Enrolment, Buyers will be screened by a partner of Covento.

Covento will invoice the Buyer for the Products and receive payment on behalf of the Supplier.

Article 8.5 Supplier payment

The Product Price (after deduction of the commission set out in article 9.1.2.2) for purchased Product(s) shall be transferred to the Supplier. Covento shall pay the amount due to the European bank account submitted by Supplier at enrolment. Payments will be made to the Supplier, one to two times per month at Covento’s sole discretion.

Refunds will be setoff in the following pay-out.

If there is no pending sales of the Supplier’s Products, but Covento is entitled to a refund from the Supplier, the Supplier shall refund the amount to Covento within 30 days from having received notice thereof from Covento.

Article 8.6 Accountability

The invoices issued by Covento each month relating to sale of the Supplier’s Product(s) will constitute the account of the operations of the month and will constitute monthly accounting.

The invoices will be transmitted to the Supplier upon request.

Article 9 – Supplier’s obligations

Article 9.1 Item related obligations

Article 9.1.1 Quality

The Supplier is solely responsible for the quality of the Products offered for sale on the Marketplace.

Consequently, the Supplier guarantees to Covento the conformity of the Products to the characteristics and/or technical specifications specified in the Product Listing and the quality of the Products delivered and Supplier is liable for any Defective Products. The Supplier also undertakes to replace any Defective Product immediately and free of charge on the terms and conditions set out in the General Conditions of Sale.

The liability of the Supplier for Defective Products shall not exceed that granted by Covento to Buyers in the General Conditions of Sale.

All Products offered and delivered must comply with all Applicable Laws.

Article 9.1.2 Product pricing and Commission

9.1.2.1 The Supplier is responsible for establishing and updating Product Prices for its Products on the Marketplace through its Supplier Profile Account.

9.1.2.2 Covento is entitled to payment of a commission by the Supplier in an amount equal to twenty percent (20%) of the Product Price.

9.1.2.3 Covento shall have the right, at its discretion, to reduce the Product Price on the Marketplace. In case the Product Price is reduced, Covento’s commission as set out in Article.

9.1.2.2. shall be reduced in proportion to said price reduction. For the avoidance of doubt, should the price reduction in question exceed the aforementioned commission, Covento shall nonetheless pay the full Product Price (after deduction of the commission set out in article 9.1.2.2) to the Supplier in accordance with this Agreement.

Article 9.2 Transaction related obligations

Article 9.2.1 Delivery

When the Supplier receives notice of an order from Covento, it will process and fulfil the order.

The Supplier undertakes to deliver the Products in accordance with the terms and conditions set forth in the General Conditions of Sales or in accordance with the specific terms and conditions of sales in the Product Listing, if any.

The Supplier is responsible for all aspects of delivery, including any and all delivery costs, providing adequate packaging, tagging, labelling, and packing of the Products in compliance with the Applicable Laws.

The Supplier will not substitute any item(s) for the requested Products unless agreed in writing by Covento.

Article 9.2.2 Buyer claims on the Marketplace

In case a Defective Product is discovered within the period of the Products Warranty (defined in the General Conditions of Sale), the Buyer shall notify Covento in writing. Covento shall notify the Supplier of such Defective Product. Supplier may decide whether, as a remedy, (i) Supplier will repair or replace the Defective Product, or (ii) Covento shall reimburse the Buyer the Product Price paid by the Buyer on the Marketplace.

In case of reimbursement to the Buyer, the Supplier shall pay Covento an amount equal to the amount reimbursed. For the avoidance of doubt, this refund is without prejudice to Covento’s commission pursuant to Article 9.1.2.2.

The Buyer must, if so requested by the Supplier, send said Defective Product to the Supplier. Supplier shall cover the Buyer’s costs for the return.

Buyers may request information relating to the Products or address claims or complaints to Covento. Covento will transmit all Buyer inquiries or claims to the Supplier. The Supplier shall be solely responsible for answering all Buyer inquiries or claims relating to the Products.

The Supplier will be solely responsible for the preparation, execution and follow-up of any Product recalls, and will cover all costs of the recall. The Supplier shall inform Covento who will liaise with Buyers and send them all information relevant to the recall.

Supplier will handle Buyer claims within a reasonable time and with all usual care, skill and forethought.

As a last resort, and only if the Supplier demonstrates that it is unable to deal with the Buyer's claim due to dissolution, bankruptcy, insolvency or an event of Force Majeure, Covento will process the Buyer’s claim.

In this case, the Supplier will remain liable to Covento and will have to indemnify it for the reasonable expenses and procedures it has carried out on its behalf.

Article 10 – Indemnity

The Supplier will defend, indemnify and hold harmless Covento from and against (a) damages, causes of action, costs, losses and expenses and/or (b) all third party claims, whether actual or alleged, in both instances arising out of or relating to Supplier’s use of the Marketplace and / or the sale of the Products, including but not limited to breach of the terms of this Agreement, death or injury to any person, damage to any property, or any other damage or loss.

In case a third party claim is made against Covento for a cause relating to the Products, Covento shall immediately inform the Supplier thereof and, if Covento so requires, the Supplier shall intervene voluntarily and without delay in the proceedings and, if necessary, take the necessary measures to settle the conflict with the third party.

Article 11 – Insurance

The Supplier shall obtain and maintain, at its own cost and expense, during the whole term of this Agreement, all necessary insurance policies, in connection with the performance of the Agreement, in particular those covering the financial consequences of its civil and professional liability for any damages arising out during its execution.
Supplier shall provide Covento with proof of insurance upon request.

Article 12 – Term

This Agreement will take effect on the date of which the Supplier is duly accepted as a Supplier by Covento. This Agreement is concluded for a period of one (1) year, renewable by tacit agreement for one-year periods and are dependent on the Supplier’s acceptance of the at any time applicable General Terms of Use.

Article 13 – Termination

Article 13.1 Termination for convenience

The Supplier may terminate this Agreement at any time upon a fifteen (15) day notice to Covento.

Covento may terminate this Agreement at any time upon a thirty (30) day notice to Supplier.

Article 13.2 Termination for breach

Covento may terminate this Agreement immediately and without notice if Covento determines at its discretion that the Supplier has:

breached any term of this Agreement,
acted fraudulently or with bad intent, or
is insolvent or subject of any bankruptcy, winding up or liquidation proceeding.

Article 13.3 Consequences of termination

In case of termination, the General Terms of Use will as an effect thereof also be terminated.

Each Party shall process and fulfil all orders made during the termination notice period, including if delivery date and/or payment date is set to occur after the end of the termination notice period, and proceed with payments owed on orders made during the termination notice period.

Article 13.4 Survival

Unless otherwise stated, the provisions of this Agreement relating to license rights, ownership, protection and enforcement of Intellectual Property Rights, confidentiality undertakings and Article 15 regarding dispute resolution shall survive the termination hereof, no matter the cause of such termination.

Article 14 – Force Majeure

For the purpose of the Agreement, “Force Majeure” means any event reasonably unforeseeable at the time of the Supplier’s acceptance of the General Terms of Use, beyond the control of a Party and which could not have been reasonably prevented, avoided or removed including, but not limited to, fire, flood, war, embargo, strike, pandemic, riot, act of God, act of government authorities, laws or regulations.

Neither Party may be held liable for the harmful consequences of an event of Force Majeure. The Parties shall make every reasonable effort to limit the duration and consequences of the event.

If the event is only temporary, the effects of this Agreement will be suspended until the situation is restored to normal. However, if the duration of the impossibility of performance is greater than thirty (30) days, the Parties undertake to meet as soon as possible in order to negotiate in good faith an adaptation of the contract.

In the event that this negotiation fails, or in case that the Force Majeure event renders performance under this Agreement definitively impossible, each Party shall be allowed to terminate the agreement upon written notification.

Article 15 – Disputes and choice of law

This Agreement are governed by, interpreted and construed exclusively in accordance with Danish law (however expressly excluding in full the United Nations’ Convention on the International Sales of Goods “CISG”).

Any dispute arising out of or in connection with this Agreement, including any disputes regarding the negotiation, existence, validity or termination thereof, which is not settled by negotiation within thirty (30) days of the first notification of the dispute, (or such longer period as the parties may agree), shall be finally 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.

Article 16 – Completeness

The Supplier acknowledges having read the General Terms of Use attached to this contract and accepts them without reservation.
The General Terms of Use and the Agreement constitute the complete and entire agreement between the Parties with regards to the subject matter hereof. It amends, replaces and supersedes all previous agreements, provisions and undertakings with respect to the subject matter hereof.

Article 17 – Language and interpretation

The Agreement has originally been drafted in English.

As a consequence, only the English version of the Agreement shall be binding upon the Parties. In case this Agreement is translated into another language, the Parties expressly agree that it shall be for information purposes only, and the English version shall be the sole binding version between the Parties.

Article 18 – Headings

The Article headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement. In case of difficulty of interpretation of the titles appearing in the heading of the Articles, they will be declared non-existent.

Article 19 – Modification to this Agreement

This Agreement may be amended only by written agreement of the Parties. Said agreement may be offered by Covento and accepted by the Supplier similarly to this Agreement.

Article 20 – Survival

If any provision of this Agreement is held illegal, invalid or unenforceable in whole or in part in any jurisdiction, this shall not affect the validity or enforceability in that jurisdiction of any other provision of this Agreement or the validity or enforceability of that provision or any other provision in any other jurisdiction.

Article 21 – Waiver

The failure of a Party to insist upon performance of any provision or part of a provision of this Agreement or the failure of a Party to exercise any right or remedy to which it is entitled thereunder shall not be considered a waiver of such provisions, rights or remedies.

A waiver by a Party of any right or remedy to which it is entitled shall not preclude or prejudice such Party from later enforcing or exercising such rights remedies in other instances.

The rights, powers and remedies provided in this Agreement are cumulative and do not exclude any right, power and remedy provided by Danish law.

Article 22 – Conflicting Provisions

To the extent the provisions contained in this Agreement are inconsistent with those contained in any other document, instrument or agreement executed pursuant hereto including the General Terms of Use, the terms and provisions contained herein shall prevail. Otherwise, such provisions shall be considered cumulative.

Article 23 – Notices

Notices shall be sent to the Supplier at the email address provided by the Supplier upon Enrolment and to Covento at supplier-support@covento.com