1. Application:
Unless expressly agreed otherwise in writing, the seller delivers on the terms stated below.
2. Seller's Offer:
Offers from the seller that do not specify a particular acceptance deadline will expire if a corresponding acceptance from the buyer is not received by the seller within 60 business days from the date of the offer.
All prices are in Danish Kroner and exclude VAT.
Prices offered are subject to change both before and after acceptance, taking into consideration changes in material prices, prices from subcontractors, changes in public leveis, currency exchange rates, changes in wages and other factors. If the nature of the delivery changes or if the seller's costs increase in any other way due to actions by the buyer, the seller reserves the right to adjust the price agreed upon in the conract.
Packaging is at the buyer's expense unless it is expressly states to be included in the price. Packaging is only returnable by special agreement.
3. Delivery:
All gods are delivered ex-works. Freight and shipping from the sellers location are at the buyer's expense and risk. This applies regardless of whether the seller, through its own personnel or through a third party in accordance with a separate agreement with the buyer, delivers the sold items to the buyer.
4. Seller's Performance:
The seller's performance includes only the parts and goods specified in the offer.
All drawings. specifications and similar documents provided by the seller before or after the conclusion of the agreement remain the property of the seller and may not be disclosed or copied without written agreement or otherwise misused.
The delivered material may not be manufactured, imitated or handed over to a third party for such purpose.
5. Retention of Title:
The delivered material remains the property of the seller until full payment is made, to the extent that such a retention of title is valid under applicable law. The buyer is obligated to keep the delivered items insured until ownership is transferred to the buyer.
6. Payment Terms:
The invoice amount is to be paid no later than 14 days after the invoice date. However, the invoice amount must be paid no later than concurrently with the physical placement of the delivered equipment with the final recipient of the equipment or otherwise handed over into their custody. In the event of delayed payment, interest at a rate of 2% per commenced month shall be charged from the due date.
Delayed payment constitutes a material breach of the agreement, and the seller is entitled to terminate the delivery agreement and claim compensation for the loss suffered by the seller.
The buyer is not entitled to set off any counterclaims against the seller unless such counterclaims have been acknowledged in writing by the seller, and the buyer has no right to withhold any part of the purchase price due to any claims of any kind.
7. Delivery time:
Delivery time is determined by agreement. In the absence of any specific agreement on the delivery time, it is the seller's prerogative to establish it. Unless otherwise explicitly agreed, a delay in the delivery time op to 14 days due to actions or circumstances on the part of the seller shall be considered timely delivery, and the buyer shall not have any claims against the seller for this reason.
If the buyer fails to pick up the equipment or give instructions for shipment after the delivery time has past, the seller is entitled to store and insure the goods at the buyer's expense.
Should the buyer fail to pickup the equipment despite written notice, the seller is entitled to sell it to a third party to the best advantage and make a claim for the remaining amount owed according to the agreement against the buyer.
8. Defects and Complaints:
Upon delivery, the buyer must immediately conduct an examination of the purchased item in accordance with proper business practices.
If the buyer wishes to claim a defect, the buyer must, immidiately after the defect is discovered or should have been discovered, provide written notice to the seller, specifying the nature of the defect. If the buyer has discovered or should have discovered the defect and fails to make a complain as described, the buyer cannout later assert the defect.
At the seller's discretion, defects in the purchased item will be rectified, or the item will be replaced. Labor costs and any associated transportation will be charged to the customer. Therefore, the seller is only liable for material costs.
If the buyer has not raised a complain with the seller within 6 months from the delivery date, the buyer cannot later assert the defect. For parts that have been replaced or repaired, the seller assumes the same responsibilities as those applicable to the originally purchased item for a period of 6 months. However, the seller's liability for defects in any part of the purchased item cannot extend beyond 1 year from the original delivery date.
Any alteration or intervention in the purchased item without the seller's written consent releases the seller from any obligation.
9. Limination of Liability:
A compensation claim against the seller cannot exceed the invoice amount for the sold item.
The seller is not liable for loss of profit, loss of revenue, or any other indirect losses arising from the agreement, including indirect losses resulting from delays or defects in the sold item. The following circumstances result in the seller's exemption from liability if they prevent the fulfillment of the agreement or make fulfillment unreasonably burdensome: labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization, or unforeseen military conscriptions of a similar extent, reguisition, seizure, currency restrictions, riots, civil unrest, shortages of transportation, general shortages of goods, fuel restrictions, as well as defects in or delays in deliveries from subcontractors due to any of the circumstances mentioned in the paragraph.
Circumstances as mentioned, occurring before the submission of the offer/agreement's conclusion, only result in exemption from liability if their impact on the fulfillment of the agreement could not have been foreseen at that time.
10. Returns:
The sold item will only be accepted for return with prior written agreement. In cases where the buyer is entitled to cancel the transaction or if the sold item is returned to the seller for replacement or rectification of defects, the sold item must be sent to the seller in its original packaging and at the buyer's expense and risk. To the extent that the seller incurs shipping costs, etc., the seller is entitled to request reimbursement from the buyer and offset these against any claims the buyer may have against the seller. After the completion of repairs or replacement, the buyer is obligated to collect the repaired or replaced item from the seller at their own expense and risk.
11. Liability for Damage Caused by the Equipment (Product Liability):
The buyer shall indemnify the seller to the extent that the seller is held liable to third parties for such damage and loss as the seller is not liable for under the second and third paragraphs of this section, vis-a-vis the buyer.
The seller is not liable for damage caused by the equipment:
a) to real property or movables occurring while the equipment is in the buyer's possession.
b) to products manufactured by the buyer or products in which they are incorporated, or for damage to real property or movables caused by these products as a result of the equipment.
The seller is not liable for loss of profit, loss of revenue, or any other indirect losses arising from the agreement, including indirect losses resulting from delays or defects in the sold item. The mentioned limitations on the seller's liability do not apply if the seller has been grossly negligent.
If a third party makes claims against one of the parties for liability under this section, that party must promptly notify the other party.
The seller and the buyer are mutually obligated to be sued in the court or arbitration tribunal handling claims for compensation brought against either of them based on damage or loss alleged to have been caused by the equipment. However, the realationship between the buyer and the seller shall always be settled by arbitration in accordance with section 15.
12. Software - Program License:
Entering into agreements for software program licenses only grants the buyer the right to use the programs as specified in a separate license agreement. This right cannot be transferred to others, and the buyer is not entitled to copy the programs for others.
13. Transfer of Rights and Obligations:
The seller is entitled to transfer all rights and obligations under the agreement to a third party.
14. Choice of Law:
Furthermore, for the seller's deliveries. Danish law applies in general, and the Sale of Goods Act, including its most recent amendments, apllies in particular.
15. Disputes:
Any disputes between the parties that cannot be resolved amicably shall be setteled either by arbitration or by the regular courts at the seller's discretion.
When the case is to be resolved through arbitration, the procedure shall be conducted as outlined in Act No. 181 of May 24, 1972, on Arbitration, with its most recent amendments.
If the seller decides that a dispute shoud be settled in the regular courts, the seller's local court, i.e., the Court in Sønderborg, shall serve as the agreed jurisdiction.