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General terms of sale and delivery

1. Application and validity

1.1 The following sales and delivery conditions apply to any offer, order as well as delivery, unless these are deviated from by express written agreement.

1.2 Buyer’s indication of special or general terms and conditions in tender materials, orders, purchase conditions, etc. is not considered as a departure from the terms below, unless we have accepted these in writing.

2. Offer / order

2.1 An agreement between the buyer and us is considered accepted when we have sent the order confirmation or other written confirmation containing the content of the agreement.

2.2 The buyer’s any objections to the content of the order confirmation must be in writing, and is received by us no later than 7 calendar days after the date of the order confirmation.

3. Information, descriptions, etc.

3.1 All drawings, proposals, descriptions and technical documents concerning our products and their manufacture, which are left to the buyer before or after the conclusion of the agreement, remain our property and may not be copied, submitted to competing companies or otherwise brought to third party knowledge and may not be carried out without our written permission.

3.2 The measurements and other technical data provided by us in estimates, catalog materials, prospectuses, drawings or descriptions are of an indicative nature, and we assume no responsibility for errors in this material. We reserve the right to change specifications and descriptions without notice.

3.3 All information, both oral and written, provided by us is provided to the best of our knowledge. The buyer independently decides whether our products are suitable for the intended use, as we cannot have knowledge of all the conditions that are important for the individual task. The buyer is encouraged to carry out tests before production begins.

4. Prices

4.1 Our prices are exclusive of the applicable VAT, other taxes and packaging at any time. The price is, unless otherwise stated, always ex works our warehouse located DK-8340 Malling, Incoterms 2020.
4.2 We reserve the right to change price lists without notice. We reserve the right to adjust the price if unforeseen increases in material prices or taxes to the public sector occur during manufacture. These matters are beyond our control.

5. Shipping

5.1 The shipment is settled, unless otherwise expressly agreed in accordance with the EXW clause, Incoterms 2020.

5.2 If delivered goods are damages on receipt, the buyer must immediately complain to the responsible carrier.

6. Delivery time

6.1 The agreed delivery times are stated in our offer / order confirmation. The agreed delivery time is not binding, if the buyer does not comply with the agreed payment terms regarding prepayment, opening of refunds or issuance of bank guarantee.

6.2 For deliveries where the buyer after the conclusion of the agreement must submit information, specifications, drawings or the like, the agreed delivery time is only binding on us if we have received the material in question at the agreed time.

6.3 In the event of a delay due to our circumstances outside a force majeure situation, the buyer is entitled to demand delivery by written notice to us and set a final deadline of at least 4 weeks. If delivery has not taken place within the final deadline set by the buyer, the buyer is entitled to terminate the agreement.

6.4 The Buyer may not assert other default rights in connection with the delay. The buyer can thus i.a. do not claim compensation of any kind, including compensation for operating losses or consequential damages.

7. Payment

7.1 Unless otherwise expressly agreed, the terms of payment are net cash upon receipt.

7.2 Delay does not give the buyer the right to withhold payment, just as this cannot be withheld as a result of the buyer’s possible counterclaims.

7.3 If the payment deadline is exceeded, the buyer pays interest at the interest rate stated in our offer / order confirmation, per. commenced month from the latest timely payment date, and until the amount has been credited to our bank account. In the event of failure to state the interest rate, 1½% per. imposed month. Unless otherwise agreed, payment must be made by bank transfer to our account at the buyer’s expense.

7.4 We reserve the right of ownership of any delivery until the full purchase price plus any interest has been paid. We have the right to suspend the operation of the facility until payment has taken place.

8. Duty to investigate

8.1 The Buyer is obliged to carry out the necessary investigations immediately and no later than 7 days after receipt of a delivery to establish any defects.
Unless otherwise expressly agreed, the assembly and installation of the delivered products is the responsibility of the buyer at the buyer’s expense and risk.

9. Warranty

9.1 On condition that the agreed payment conditions are met, we provide new products with a 1-year guarantee from the date of delivery for defects and defects that can be attributed to manufacturing defects. However, the warranty period is a maximum of the period in which our supplier has provided a guarantee to us for the product in question. Information about the length and expiry of this warranty period can be obtained from the buyer by contacting us. Our guarantee is that, at our own choice, we either make defective repairs, re-deliver, return the defective products against simultaneous credit to the buyer, or we grant the buyer a discount on the purchase price.

9.2 Our liability for errors and omissions is always and in any situation limited to rectification of defects, re-delivery, return and credit or notification of a reduction in the price.

9.3 Our liability for defects does not include the consequences of natural wear and tear, damage, inadequate maintenance, inadequate operation or other conditions for which the buyer bears the responsibility or risk.

10. Complaint

10.1 The Buyer must give written notice of defects directly to us without undue delay after the defect has been discovered or should have been discovered. The notification must contain a specification of the defect.

10.2 In the event that delivery conditions other than ex works, Incoterms 2020, have been agreed, complaints about freight damage must be made by the recipient by endorsement on the consignment note directly to the carrier immediately upon receipt. If no complaint has been made by endorsement on the consignment note, any claim from the buyer against us, arising from damage occurred during transport, has lapsed.

11. Product liability

11.1 We are not responsible for damage to real estate or movables that occurs while the product is in the possession of the buyer. Incidentally, we are only liable for damage to real estate, movables and persons, provided that it is proven that the damage is due to error or negligence committed by us or others for whom we are responsible.

11.2 We are also not liable for damage to products manufactured by the buyer or to products in which these are included.

11.3 We are not responsible for operating losses, lost profits or other indirect losses. Our liability cannot exceed the coverage on our product liability insurance.

11.4 To the extent that we may be imposed product liability to third parties, the buyer is obliged to indemnify us to the same extent as our liability is limited in accordance with this provision.

11.5 If a third party claims compensation for product liability to the buyer, the buyer must immediately notify us in writing.

12. Force majeure

12.1 The following circumstances give us discharge from liability when they occur after the conclusion of the agreement and prevent or postpone the fulfillment of the agreement:

12.1.1 War and mobilization, riots and unrest, natural disasters, strikes and lockouts, shortages of goods and shortcomings or delays in deliveries from subcontractors, fire, lack of transport options, currency restrictions, import / export restrictions and other circumstances we have no influence on.

12.2 In these cases, we are entitled to cancel the order in whole or in part or to deliver the order when the impediment to fulfillment has ceased.

13. Choice of law and venue

13.1 Any disagreement or dispute between the parties in connection with the agreement, including the understanding and scope of these sales and delivery conditions, shall be settled by the Aarhus City Court in accordance with Danish law.

13.2 We are also entitled to bring an action before the court in the court district where the buyer’s place of business is located.
The parties are mutually obligated to sue in the court hearing claims for damages brought by a third party against one of them concerning product liability.