1.1. These general conditions apply when the supplier delivers products to the customer. If the parties have agreed in writing on terms that deviate from these terms and conditions, the parties' special agreement shall apply in the cases in question.
1.2. For the purposes of these general terms and conditions, products are the products that are defined and specified in more detail in each individual agreement.
1.3. Agreement (s) in these general terms and conditions means each individual agreement with regard to the delivery of products. These general terms and conditions form an integral part of each such agreement.
2.Drawings, descriptions and other documents
2.1. Information about the product is binding if explicitly referred to in the agreement. The information contained in catalogs, prospectuses, etc. is approximate. Technical data are subject to design changes.
2.2. The supplier is and remains the sole owner of any intellectual property rights associated with the product. Drawings, descriptions, software and other technical documentation provided by one party to the other party may not be used for purposes other than those for which they were transferred. The material may not be copied or otherwise reproduced without the consent of the party who provided the material.
2.3. The supplier must, at the latest upon delivery, make one or more copies free of charge, depending on what has been agreed, drawings and or other technical documents for the customer, so that the customer can arrange for installation, commissioning, operation and maintenance (including ongoing repairs) of all of parts of the product. Other documents such as measurement protocol and certificates are made available by agreement against reimbursement. The supplier is not obliged to provide drawings and documents regarding the manufacture of the product or spare parts.
3.1. If delivery tests have been agreed, these must be performed at the customer's expense, but not as far as the supplier's participation is concerned.
3.2. If the parties have not agreed on details of the technical requirements and how the delivery test is to be performed, this must be performed in accordance with normal practice in the industry concerned in the supplier's country. The supplier must keep minutes of the delivery test, and the customer must have the minutes. If the product is not in accordance with the agreement, the supplier must as soon as possible ensure that the product is brought in accordance with the agreement, if the deviation is not without significance for the use of the product. The customer then has the right to demand a new delivery sample.
3.3. The customer must notify whether the delivery test has been approved or not within five days after the test has taken place. The delivery test must be approved in the delivery protocol. The test is considered approved in the one of the following circumstances, which falls first:
a) The customer approves the delivery sample
b) The customer should reasonably have approved the delivery test
c) It has been five days since the test was taken and the customer has not submitted any substantiated objections to the test
d) The product can be used as intended
3.4. The customer must always approve the delivery test, even if there is a deviation from the agreed one, if the deviation is of no significance for the intended use.
3.5 Whether the customer has approved the delivery test or not has no effect on his obligation to pay.
4.Price and payment
4.1. Sales are made at the prices used by the supplier at the time of entering into the agreement. All prices are exclusive of VAT and other government taxes. If an exchange rate changes more than 2% after the customer has received the supplier's offer or similar, the supplier has the right to change the price. This applies regardless of whether the parties have separately agreed on a specific price.
4.2. Payment must be made against invoice. In no case, even in the event of delays or errors, does the customer have the right to fail to pay. If the payment is delayed, default interest will accrue from the due date. The default interest rate amounts to the current interest rate called the "main refinancing facility of the European Central Bank" with the addition of eight percentage points.
4.3. If it turns out after the purchase that the customer's conduct or financial circumstances are of such a nature that there is reason to assume that he will not pay full payment, the supplier has the right to suspend completion and withhold its service. If the supplier has already shipped the product, and it turns out that this is the case with the customer as mentioned in the previous sentence, the supplier has the right to prevent the product from being handed over to the customer. The supplier must notify the customer in writing as soon as possible of its decision to suspend completion.
4.4. The supplier has the right to terminate the agreement in writing if all or part of the purchase price has not been paid three months after the due date. In such cases, the supplier is entitled to compensation for the damage he suffers. However, the compensation may not exceed the purchase price of the product / products in accordance with this agreement.
5.Delivery and delivery time as well as Limitation of Liability
5.1. If a delivery clause has been agreed, this must be interpreted in accordance with the INCOTERMS in force at the conclusion of the agreement. If no delivery clause has been agreed, delivery is considered to have taken place "Ex Works".
5.2. If the delivery is to take place within a certain period of time, the time is calculated from the date on which the agreement is entered into. However, the period does not begin to run until the supplier has either received payment if this is to be paid before production begins, or has obtained the necessary licenses and permits or has received the necessary technical data and instructions.
5.3. Delayed delivery due to circumstances which, according to clause 11.1. constitutes a ground for exemption, or due to the customer's act or omission, the delivery time is extended to the extent that it is deemed reasonable in the circumstances. The delivery time must also be extended, even if the reason for the delay occurs after the expiry of the originally agreed delivery time.
5.4. If the supplier does not deliver the product on time, the customer has the right to set a final reasonable deadline for delivery by written notice to the supplier. If the supplier also does not deliver within this deadline, the customer may terminate the agreement by written notice to the supplier.
5.5 If the customer terminates the agreement in accordance with clause 5.4., He is entitled to reimbursement from the supplier for the direct additional cost he has incurred by having to procure a similar product from another party, however limited to 7.5% of the price of the product. If the customer does not cancel the agreement, he is not entitled to any kind of compensation due to the supplier's delay.
5.6 If the customer fails to receive the product on the set date, payment must still be made as if the delivery has taken place as agreed, and the customer must reimburse the supplier for his direct additional costs, which the customer's failure has caused him.
6. Liability for errors and limitation of liability
6.1. If the product deviates from the specification agreed by the parties, it shall be deemed to be defective if the deviation is not irrelevant to the intended use. The supplier may be held liable for defects due to defects in defects in construction, material or workmanship.
6.2. Information about the product's scope of application or application, which does not form part of the specification and which the supplier must provide in whatever form, is only a recommendation. The supplier has no responsibility for such information or for the application of the product.
6.3. The supplier is not responsible for errors caused by the customer providing incorrect, ambiguous or incomplete information. The liability also does not include defects caused by circumstances that have arisen after the risk of the product has been transferred to the customer, such as, but not limited to, defects due to normal wear and tear or deterioration. The supplier's liability only covers defects that appear within a period of one year, calculated from the date when the risk of the product passed to the customer, however, a maximum of 1,760 hours of operating time or if the product's expected life is shorter than the stated number of hours. product life expectancy (warranty period). The warranty period does not apply to wearing parts that normally last for less than a year.
6.4. The supplier undertakes to, within the warranty period, free of charge and at his own choice either to deliver a new product as a replacement for a defective product or to remedy the defect. The supplier's obligations do not include the obligation to bear the cost of replacement media or replacement fluids such as refrigerants. Remediation can take place either with the supplier or with the customer, depending on what the supplier considers most appropriate. For replacement products or replacement parts that the supplier has made available to the customer, the warranty period stated in point applies.
6.3. If the supplier claims for replaced parts or a replaced product, the ownership of these or this must belong to him. The customer bears any destruction costs.
6.5. Transport of defective parts or products to the supplier is at the customer's expense and risk, while transport of a replaced or repaired part or product to the place of delivery is at the supplier's expense and risk. If the supplier carries out remediation with the customer, the latter must pay travel expenses as well as travel and travel time for the supplier's staff. The customer must bear the additional costs that arise from the product being in a place other than the place of delivery.
6.6. If the supplier does not deliver a replacement product or rectifies the defect within a reasonable time after the customer has complained about the defect, the customer has the right to terminate the agreement in writing with regard to the defective product by written notice to the supplier. If the customer terminates the agreement, he is entitled to reimbursement from the supplier for the direct additional cost he has incurred by having to procure a similar product from another party, however limited to 7.5% of the price of the product.
6.7. By delivering one or a duly repaired or replaced part or product, the supplier shall be deemed to have fulfilled its obligations in accordance with this clause. If disassembly or assembly involves intervention other than the product, the customer must bear the work and the costs that arise from this.
6.8. The customer must immediately after receipt inspect the product in accordance with good business practice.
6.9. The customer may not invoke defects if the customer has not notified the supplier in writing within 15 days from the time when the defect was found or should have been found, but no later than one year from the agreed delivery date or the later date when the supplier has met its obligations in accordance with the agreed delivery clause. If the customer makes a complaint due to an error and it turns out that the supplier can not be held responsible for the error, the supplier is entitled to compensation for the costs that the complaint has caused him.
6.10. The supplier may, instead of remedying or re-delivery, refund the purchase price. The customer must then hand over the product in unchanged condition. If this is not possible, the supplier must be credited for the settlement of the purchase price for an amount corresponding to the value of what is retained.
7. Liability for personal injury and property damage as well as limitation of liability
7.1. The customer must indemnify the supplier to the extent that the supplier is held liable to third parties for such damage or loss as the supplier in accordance with clauses 7.2., 7.3. and 8.2. is not responsible to the orderer.
7.2. The Supplier is not liable for property damage caused by the product to real estate or movable property if the damage occurs while the product is in the customer's possession, or on products manufactured by the customer, or on products in which the customer's products are included, or for damage to real estate or chattels that these products cause due to the product.
7.3. The supplier's liability for damage caused by the product to persons or to real estate or movables belonging to the customer or third parties must in any case be limited to EUR 500,000 per. claims. The customer must indemnify the supplier for any such liability that exceeds the above amount.
7.4. If a third party makes a claim against the supplier or customer for compensation for damage or loss, as referred to in 7.2. or 7.3., the other party shall be notified immediately.
7.5. The supplier and the purchaser are obliged to sue in the court or arbitral tribunal dealing with a claim for damages against one of them if the basis for the claim is damage or loss which is alleged to have been caused by the delivered product. However, the mutual relationship between the supplier and the customer must always be determined in the manner prescribed by this agreement.
8. Damages and limitation of liability
8.1. In the event of a delay or error, the customer is entitled to compensation in accordance with what is stated in section 5.5. and 6.6. In addition, the customer is entitled to compensation with the restrictions that follow from clause 8.2. and 8.3. below, if the supplier, instead of remedying errors, chooses to repay the purchase price in accordance with clause 6.10. If the supplier, in cooperation with the customer in accordance with the agreement entered into by the parties, has developed the product at his own expense, the supplier is in no way responsible for the delay in delivery or for defects in the product. The same applies to products that the supplier has transferred or lent to the customer free of charge.
8.2. The supplier can in no case be held liable for loss of production, loss of profit or other form of financial loss.
8.3. The customer's right to compensation is, unless otherwise agreed, always limited to an amount corresponding to 7.5% of the purchase price of the product. The supplier's liability is limited in accordance with this agreement, regardless of whether the agreement is terminated or not.
8.4. Except as provided in this Agreement, any claim by the ordering party with reliance on error or delay is excluded. However, this limitation of the supplier's liability does not apply if the supplier has been guilty of gross negligence.
9.Retention of title
9.1. The product remains the property of the supplier until this is fully paid.
10.1. A party may not, without the consent of the other party, disclose documents to third parties or otherwise disclose confidential information about the agreement or about the other party, other than to the extent necessary for the implementation of the agreement. The parties must impose a duty of confidentiality on staff or in other appropriate ways ensure that the duty of confidentiality is complied with. The duty of confidentiality does not apply to information which a party can duly prove has come to the person's knowledge other than through the agreement, or which is generally known. The duty of confidentiality still applies, even if the agreement otherwise ceases to apply.
11. Exemption ground
11.1. Circumstances that prevent or significantly impede compliance with a party's obligations under the agreement and over which the party has no influence, such as but not limited to lightning, fire, earthquakes, floods, war, mobilization or military recruits of major scope, riots or riots, requisitions, seizure, currency restrictions, government intervention, restrictions on power, general shortage of transport, goods or energy or strike, blockade, lockout or other labor dispute, whether or not the contracting party is a party to the conflict; , as well as errors in or delays in delivery from subcontractors due to the above circumstances, relieves the parties of their liability and gives the right to the necessary time extension and exemption from fines and other legal consequences. It is the responsibility of the party wishing to invoke a ground for exemption to notify the other party in writing immediately after he has established or should have ascertained the grounds for exemption.
11.2. If compliance with the agreement is prevented for longer than six months due to circumstances listed in clause 11.1, each of the parties has the right, without liability for damages or otherwise, to withdraw from this agreement.
12. Export and import license, certification etc.
12.1. The supplier's obligation to deliver
the product is conditional on obtaining and maintaining the necessary export, import and re-export permits. If the necessary permits are not obtained, or if an already obtained permit is revoked and there is no negligence on the part of the supplier, the supplier is released from its obligation to deliver the product, in which case the customer can not hold the supplier liable.
12.2. The ordering party undertakes, to the extent necessary, to assist in obtaining an export or import license for the purchased product and, in the event of re-exportation of the product or of another product in which the purchased product is wholly or partly included, to obtain the necessary permits and follow applicable regulations.
12.3. The customer must bear any costs for certification of the product.
13. Choice of law and dispute
13.1. For the present agreement, Danish law applies, with the exception of the conflict-of-law rules.
13.2. Disputes concerning the supplier's compensation claim must, in the event of non-payment, be settled by the district court at the supplier's domicile. Other disputes in connection with this agreement must be finally settled by arbitration in accordance with "Rules for processing cases at the Danish Arbitration Institute". The arbitration procedure must take place in Copenhagen
14.1. Claims against the supplier lapse if no court or arbitration proceedings have been initiated in accordance with clause 13.2 within two years of the product being delivered.