Terms and conditions of sale and delivery
1. Validity
2. Contractual basis
2.1 Together with the Company's offers, estimates and order confirmations, these terms and conditions constitute the total basis of agreement on the Company's sale and delivery of products or services (the ”Basis of Agreement”). The Customer's purchasing conditions printed on orders or otherwise communicated to the Company shall not form part of the Contractual Basis.
2.2 Amendments and additions to the Contractual Basis are only valid if the parties have agreed to them in writing.
2.3 Each party shall immediately notify the other contracting party if the party changes its legal personality, goes into bankruptcy, reorganisation or liquidation.
3. Consultancy
3.1 Advisor liability can only be incurred by the Company if the advice in question is given specifically and closely related to the Company's delivery. Other advice shall be deemed to be of a purely advisory nature and cannot give rise to advisor liability for the Company.
3.2 To the extent that the Company advises a potential buyer on the solution to a specific problem that may be considered appropriate for the buyer, including if the Company prepares drawings etc.
3.3 The Company is not liable for damages that occur in connection with advice from the Company if it is stated that the opinion is based on a discretionary judgement or assessment.
3.4 Only to the extent that the Company invoices its consultancy services will the prerequisite for the Company to be held liable as a consultant be met.
4. Offers and order confirmation
4.1 All offers are made subject to intermediate sales to the extent that the customer has not given its final acceptance. If the Company submits an offer that does not specify a specific acceptance deadline, the offer will lapse if acceptance has not been received by the Company within two weeks from the date of the offer.
4.2 The Customer cannot change an order placed for products or services without the Company's written consent.
4.3 If the Company's confirmation of an order for products or services does not match the customer's order or the Contractual Basis and the customer does not wish to accept the inconsistent terms, the customer must notify the Company in writing within 5 days of receipt of the order confirmation. Otherwise, the customer shall be bound by the order confirmation.
5. price
5.1 All prices are usually in Danish kroner and exclusive of VAT, but subject to documented changes in exchange rates, customs, taxes, duties and the like, which relate to the agreed delivery.
6. Payment
6.1 Payment must be made net 14 days, unless otherwise agreed. In the event of late payment, interest will be charged at 2 % per commenced month.
7. Delivery
7.1 In the absence of a special agreement, delivery will be ex stock. Stated delivery times are estimated at the Company's best judgement, but are not binding.
7.2 Delays do not entitle the customer to cancellation of the order unless accepted by the Company. The Company is not liable for late delivery.
7.3 The Company has the right to deliver before the agreed delivery time.
8. Drawings, descriptions and samples etc.
8.1 All drawings and technical documents for use in the manufacture of deliveries or parts thereof, which are handed over to the customer before or after the conclusion of the agreement, remain the property of the Company. They may not be used for anything other than in connection with the use and maintenance of the delivered material without the customer's authorisation and may not be copied, reproduced, handed over to or otherwise made known to unauthorised third parties by the customer.
8.2 The full ownership of all intellectual property rights relating to products and related services, including patents, designs, trademarks and copyrights, belong to the Company.
9. product changes
10. Complaints
10.1 Upon delivery, the Customer shall immediately carry out a complete inspection of the delivered goods.
10.2 If the customer wishes to claim a defect, the customer must, in the case of visible defects no later than 8 days after delivery or, in the case of hidden defects, no later than 8 days after the defect is or should have been discovered, give written notice thereof and state the nature of the defect. If the customer has discovered or should have discovered the defect and the customer has not complained as stated, the customer cannot later claim the defect.
10.3 The customer's claims against the Company as a result of defects must be made no later than one year after delivery of the work. After this time, the customer cannot raise claims against the Company.
10.4 If the Company rejects the customer's claim, the customer shall, no later than two months from the Company's notification thereof, file a summons in accordance with clause 19. If the customer has not filed a writ of summons within the above deadline, the customer cannot claim the defect.
10.5 The absolute complaint deadline in clause 10.3 towards the Company presupposes that the customer always complies with the relative complaint deadline in clause 10.2.
11. Insurance
11.1 The customer must take out and pay for the usual all-risk or installation insurance from the commencement of the work until defects detected at handover have been remedied. The company must be included as insured on the insurance policy. The insurance shall cover all the Company's work in accordance with the agreement(s) concluded with the customer. The deductible shall be borne by the customer.
11.2 The company has the usual professional and product liability insurance.
11.3 Upon request, the parties must provide proof that the insurances are in force.
12. Mangler
12.1 The Company is only liable to the customer to the extent that the Company's supplier is liable to the Company.
12.2 Goods that prove to be unusable within a reasonable time due to manufacturing or material defects shall be replaced after examination by the Supplier and after the Supplier has approved the complaint.
12.3 Defective parts shall be sent free of charge to the Company upon request.
12.4 Defects do not entitle the customer to cancellation of the agreement, reduction of the purchase price, compensation or withholding of payment for delivered goods.
12.5 Changes to or interference with the goods sold without the Company's written consent releases the Company from any obligation.
13 Responsibility
13.1 Inspections and tests are carried out on the basis of the knowledge and technology that the Company possessed at the time of the inspection or test. The Company is not liable if later developments show that the Company's knowledge was inadequate or incorrect at the time of inspection or testing.
13.2 If commissioning is commenced before the test report concerning the Company's work is submitted, the Company is not liable.
13.3 If one of the customer's products causes damage, the Company shall have no liability for such damage if the product causing the damage has not been specifically tested by the Company or if the damage is due to a characteristic of the product or a use of the product that has not been tested and described in the test report, or which deviates from the Company's description in the test report of the product characteristic or a possible product use.
13.4 The Company is only liable to the extent that the customer documents that the damage is due to errors or negligence on the part of the Company.
13.5 Furthermore, the Company is only liable if the Company's insurance company recognises that the matter is covered by the Company's professional and product liability insurance.
13.6 However, the company's liability is in any event limited to the maximum cover for the professional and product liability insurance. The maximum cover is DKK 20,000,000.
14 Force majeure
14.1 Notwithstanding any conflicting terms in the Contractual Basis, the Company is not liable to the customer for non-fulfilment of obligations that can be attributed to force majeure. The exemption from liability shall continue as long as the force majeure exists. Force majeure shall be deemed to be circumstances that are beyond the Company's control and which the Company should not have foreseen when entering into the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labour disputes.
15 Returns
15.1 Goods sold will only be returned after prior written agreement with the Company.
15.2 Returned goods will be credited after deduction of return costs agreed between the customer and the Company.
15.3 If more than three months have elapsed since the product was delivered, the product cannot be returned.
16 Product liability
16.1 The Company is only liable for product liability to the extent that such liability follows from mandatory legislation. If the Company is also subject to product liability, the customer shall indemnify the Company for this.
16.2 If a third party makes a claim for damages against one of the parties, that party shall immediately notify the other party thereof.
16.3 The company's liability for damages caused by a defect in a product included in the work (product liability) is limited to the cover under the product liability insurance taken out, see clause 11.2.
16.4 The maximum cover under the product liability insurance policy taken out is DKK 20,000,000.00.
16.5 The company is not liable for operating loss, loss of profit or other indirect loss resulting from damage caused by a defect in a product included in the work.
17 Indirect losses
17.1 Notwithstanding any contrary terms in the Contractual Basis, the Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time or goodwill, unless caused intentionally or through gross negligence.
18 Transport of rights
18.1 The Company is entitled to transfer all rights under the agreement to a third party.
19 Disputes
19.1 All disputes arising out of the agreement between the parties shall be settled by the application of Danish law.
19.2 All disputes between the parties in connection with the agreement and everything connected with it shall be settled by the ordinary Danish courts in accordance with the rules of the Danish Administration of Justice Act at the court in the judicial district where the Company has its place of business or at another venue determined by the Company.
20 Personal data
20.1 The Company needs certain personal data in order to conduct its business. We are aware of the need for appropriate protection and proper processing of all personal data we receive. We only collect the personal data that is necessary to serve our business partners and only in accordance with applicable laws. See our updated privacy policy privacy policy here.