Terms and conditions

General terms and conditions

1 Use

1.1. These general terms and conditions apply when the supplier delivers products to the customer. If the parties have agreed in writing on terms and conditions that deviate from these terms and conditions, the parties' special agreement shall apply in the cases in question.

1.2. In these general terms and conditions, "products" refers to the products that are defined and specified in more detail in each individual agreement.

1.3. In these general terms and conditions, "agreement(s)" refers to each individual agreement regarding 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. Product information is binding if expressly referred to in the agreement. The information contained in catalogs, brochures, etc. is approximate. Technical data is provided 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 may not be used for any purpose other than that for which they were provided. The material may also not be copied or otherwise reproduced without the consent of the party that has provided the material.

2.3. No later than upon delivery, the supplier shall, free of charge, provide the customer with one or more copies, depending on what has been agreed, of drawings and/or other technical documents so that the customer can arrange for the installation, commissioning, operation, and maintenance (including ongoing repairs) of all parts of the product. Other documents, such as measurement reports and certificates, shall be made available by agreement and against payment. The supplier is not obliged to provide drawings and documents relating to the manufacture of the product or spare parts.

3 Delivery sample

3.1. If delivery tests have been agreed, these shall be carried out at the purchaser's premises and at the purchaser's expense, except insofar as the supplier's participation is concerned.

3.2. If the parties have not agreed on specific details regarding the technical requirements and how the delivery test is to be carried out, it must be carried out in accordance with normal practice in the relevant industry in the supplier's country. The supplier must keep a record of the delivery test, and the customer must receive this record. If the product does not comply with the agreement, the supplier must ensure that the product is brought into compliance with the agreement as soon as possible, unless the deviation is insignificant for the use of the product. The customer is then entitled to demand a new delivery test.

3.3. The customer must notify whether the delivery sample has been approved or not within five days of the sample being taken. The delivery sample must be approved in the delivery protocol. The sample is considered approved in the first of the following circumstances:

1. a) The customer approves the delivery sample.
2. b) The customer should reasonably have approved the delivery sample.
3. c) Five days have passed since the test was performed, and the customer has not raised any justified objections to the test.
4. d) The product can be used as intended.

3.4. The customer must always approve the delivery sample, even if there is a deviation from what has been agreed, if the deviation is insignificant for the intended use.

3.5 Whether or not the customer has approved the delivery sample has no influence on his obligation to pay.

4 Price and payment

4.1. Sales are made at the prices applied by the supplier at the time of conclusion of the agreement. All prices are exclusive of VAT and other public charges. If an exchange rate changes by more than 2% after the customer has received the supplier's offer or similar, the supplier is entitled 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. The customer is not entitled to withhold payment under any circumstances, including in the event of delays or errors. If payment is delayed, interest on arrears will accrue from the due date. The interest on arrears amounts to the current interest rate known as the ”main refinancing facility of the European Central Bank” plus eight percentage points.

4.3. If, after the purchase, it turns out that the customer's behavior or financial situation is such that there is reason to believe that they will not pay in full, the supplier has the right to suspend completion and withhold their service. If the supplier has already shipped the product and it turns out that the customer is in the situation described in the previous sentence, the supplier has the right to prevent the product from being delivered to the customer. The supplier must notify the customer in writing as soon as possible of its decision to suspend performance.

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(s) 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, it shall be interpreted in accordance with the INCOTERMS applicable at the time of conclusion of the agreement. If no delivery clause has been agreed, delivery shall be deemed to have taken place ”Ex Works.”.

5.2. If delivery is to take place within a certain period of time, the time shall be calculated from the date on which the agreement is concluded. However, the period shall not commence until the supplier has either received payment, if this is to be made before production commences, or has obtained the necessary licenses and permits or has received the necessary technical data and instructions.

5.3. If delivery is delayed due to circumstances that constitute grounds for exemption under clause 11.1, or due to the customer's actions or omissions, the delivery time shall be extended to the extent deemed reasonable under the circumstances. The delivery time shall also be extended if the cause of the delay occurs after the expiry of the originally agreed delivery time.

5.4. If the supplier fails to deliver the product on time, the purchaser is entitled to set a final reasonable deadline for delivery by giving written notice to the supplier. If the supplier also fails to deliver within this deadline, the purchaser may terminate the agreement by giving written notice to the supplier.

5.5 If the customer cancels the agreement in accordance with clause 5.4, he is entitled to compensation from the supplier for the direct additional expense he has incurred in having to purchase a similar product from another source, limited, however, to 7.5% of the price of the product. If the customer does not cancel the agreement, he is not entitled to any compensation as a result of the supplier's delay.

5.6 If the purchaser fails to accept the product on the agreed date, payment must still be made as if delivery had taken place as agreed, and the purchaser must compensate the supplier for any direct additional costs incurred as a result of the purchaser's failure to accept delivery.

6 Liability for errors and limitation of liability

6.1. If the product deviates from the specification agreed upon by the parties, it shall be considered defective if the deviation is not insignificant for the intended use. The supplier may be held liable for defects caused by faults and deficiencies in design, materials, or manufacture.

6.2. Information about the product's area of use or application that is not part of the specification and that the supplier must provide in whatever form constitutes only a recommendation. The supplier has no responsibility for such information or for the application of the product.

6.3. The supplier shall not be liable for errors caused by the customer providing incorrect, ambiguous, or incomplete information. Nor does the liability cover errors caused by circumstances that have arisen after the risk for the product has passed to the customer, such as, but not limited to, errors caused by normal wear and tear or deterioration. The supplier's liability only covers errors that become apparent within a period of one year from the date on which the risk for the product was transferred to the customer, however, for a maximum of 1,760 hours of operating time or, if the product's expected lifetime is shorter than the aforementioned number of hours, for the product's expected lifetime (warranty period). The warranty period does not apply to wear parts that normally last less than one year.

6.4. The supplier undertakes, within the warranty period, to either deliver a new product as a replacement for a defective product or to remedy the defect, free of charge and at its own discretion. The supplier's obligations do not include the obligation to bear the costs of replacement media or replacement fluids, such as coolants. Rectification may take place either at the supplier's premises or at the customer's premises, depending on what the supplier considers most appropriate. Replacement products or replacement parts provided by the supplier to the customer are covered by the warranty period specified in section 6.3. If the supplier claims replaced parts or a replaced product, the ownership of these shall revert to the supplier. The customer shall bear any disposal costs.

6.5. Transport of defective parts or products to the supplier shall be at the expense and risk of the purchaser, while transport of a replaced or repaired part or product to the place of delivery shall be at the expense and risk of the supplier. If the supplier carries out repairs at the customer's premises, the latter shall pay travel expenses and meals during travel and working hours for the supplier's personnel. The customer shall bear any additional expenses incurred as a result of the product being located at a place other than the place of delivery.

6.6. If the supplier fails to deliver a replacement product or remedy the defect within a reasonable time after the customer has complained about the defect, the customer is entitled to terminate the agreement with regard to the defective product by giving written notice to the supplier. If the customer terminates the agreement, he is entitled to compensation from the supplier for the direct additional expense he has incurred in having to purchase a similar product from another source, limited, however, to 7.5% of the price of the product.

6.7. By delivering 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 interference with anything other than the product, the customer shall be responsible for the work and expenses incurred as a result.

6.8. The customer must inspect the product immediately upon receipt in accordance with good business practice.

6.9. The customer cannot invoke defects if the customer has not notified the supplier in writing within 15 days of the date on which the defect was discovered or should have been discovered, but no later than one year from the agreed delivery date or the later date when the supplier has fulfilled its obligations in accordance with the agreed delivery clause. If the customer makes a complaint due to a defect and it turns out that the supplier cannot be held responsible for the defect, the supplier is entitled to compensation for the costs incurred by the complaint.

6.10. Instead of rectification or replacement, the supplier may refund the purchase price. The customer must then return the product in its original condition. If this is not possible, the supplier must be credited with an amount corresponding to the value of what is retained when settling the purchase price.

7 Liability for personal injury and property damage, and limitation of liability

7.1. The customer shall indemnify the supplier to the extent that the supplier is held liable by a third party for such damage or loss for which the supplier is not liable to the customer pursuant to clauses 7.2, 7.3, and 8.2.

7.2. The supplier is not liable for damage caused by the product to real property or movable property if the damage occurs while the product is in the customer's possession, or to products manufactured by the customer, or to products in which the customer's products are incorporated, or for damage to real property or movable property caused by these products due to the product.

7.3. The Supplier's liability for damage caused by the product to persons or to real property or movable property belonging to the Customer or a third party shall in any event be limited to EUR 500,000 per claim. The Customer shall indemnify the Supplier for any such liability exceeding the above amount.

7.4. If a third party makes a claim against the supplier or the customer for compensation for damage or loss as referred to in 7.2. or 7.3., the other party must be notified immediately.

7.5. The supplier and the purchaser are obliged to appear before the court or arbitration tribunal that is hearing a claim for damages against one of them if the basis for the claim is damage or loss allegedly caused by the delivered product. However, the mutual relationship between the supplier and the customer shall always be determined in the manner prescribed by this agreement.

8 Compensation for damages and limitation of liability

8.1. In the event of delay or error, the customer is entitled to compensation in accordance with sections 5.5 and 6.6. In addition, the customer is entitled to compensation subject to the limitations set out in sections 8.2 and 8.3 below if, instead of remedying the error, the supplier chooses to refund the purchase price in accordance with section 6.10. If the supplier, in cooperation with the customer and in accordance with the agreement entered into by the parties, has developed the product at its own expense, the supplier shall not be liable in any respect for delays 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 cannot in any case be held liable for loss of production, loss of profit, or any other form of financial loss.

8.3. Unless otherwise agreed, the customer's right to compensation is always limited to an amount corresponding to 7.51% 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 for the consequences specified in this agreement, any claim by the customer based on defects or delays 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 it has been paid for in full.

10 Duty of confidentiality

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, except to the extent necessary for the performance of the agreement. The parties shall impose a duty of confidentiality on their staff or otherwise ensure compliance with the duty of confidentiality in an appropriate manner. The duty of confidentiality does not apply to information which a party can duly prove has come to its knowledge other than through the agreement, or which is generally known. The duty of confidentiality shall continue to apply even if the agreement otherwise ceases to apply.

11 Grounds for exemption

11.1. Circumstances that prevent or significantly impede a party's compliance with its obligations under the agreement and over which that party has no control, such as, but not limited to, lightning strikes, fire, earthquake, flood, war, mobilization or military call-ups on a large scale, riots or civil unrest, requisitions, seizures, currency restrictions, epidemics, government intervention, restrictions on motive power, general shortages of transport, goods or energy, or strikes, blockades, lockouts or other labor disputes, regardless of whether the party concerned is a party to the dispute, as well as errors or delays in delivery from subcontractors due to the above circumstances, exempt the parties from their liability and entitle them to the necessary extension of time and exemption from penalties and other legal consequences. It is incumbent upon the party wishing to invoke grounds for exemption to notify the other party in writing immediately after it has ascertained or should have ascertained that grounds for exemption existed.

11.2. If compliance with the agreement is prevented for a period exceeding six months due to circumstances specified in clause 11.1, each party shall be entitled to withdraw from this agreement without liability for damages or other compensation.

11.3 The Supplier shall have a corresponding right to invoke clauses 11.1 and 11.2 in situations where the circumstances mentioned do not prevent or significantly impede the fulfillment of its obligations under the agreement, but make fulfillment more expensive by more than 9%.

12 Export and import licenses, certification, etc.

12.1. The supplier's obligation to deliver the product is conditional upon obtaining and maintaining the necessary export, import, and re-export licenses. If the necessary permits are not obtained, or if a permit already obtained is revoked, and there is no negligence on the part of the supplier, the supplier is exempt from its obligation to deliver the product, and in such a case, the customer cannot hold the supplier liable.

12.2. The customer undertakes to cooperate to the extent necessary to obtain an export or import license for the purchased product and, in the event of re-export of the product or of another product in which the purchased product is wholly or partly incorporated, to obtain the necessary permits and comply with applicable regulations.

12.3. The customer shall bear any costs associated with certifying the product.

13 Choice of law and disputes

13.1. Danish law applies to this agreement, with the exception of the rules on choice of law.

13.2. Disputes concerning the supplier's claims for compensation shall, in the event of non-payment, be settled by the district court at the supplier's place of business. Other disputes in connection with this agreement shall be finally settled by arbitration in accordance with the ”Rules for the Handling of Cases by the Danish Arbitration Institute.” The arbitration proceedings shall take place in Copenhagen.

14 Invalidity

14.1. Claims against the supplier shall lapse if no legal or arbitration proceedings have been initiated in accordance with clause 13.2 within two years of the product being delivered.