Unless otherwise stated in indispensable statutory provisions or other written agreement, any sale shall be effected on the below terms and conditions of sale and delivery which take precedence of any provisions in the Purchaser’s order/acceptance including the Purchaser’s ordinary conditions.

Prices:

Any sale shall be effected at prices current at the time of order unless otherwise agreed in writing.

Prices shall be stated exclusive of VAT unless otherwise stated.

The prices stated in any given price list can be changed without notice at any time.

Any freight rates stated are recommended.

Any increase in freight rates and public charges of any kind including import and export duties occuring after the Vendor’s order confirmation shall be paid by the Purchaser.

In case the prices are based on foreign currency, the rates of exchange on which the Vendor’s calculation is based shall be the rates of exchange of the quotation date unless the price is based on a given basic rate of exchange.

Delivery:

The delivery time stated in the order confirmation is binding unless otherwise agreed after the forwarding of the order confirmation.

When delivery is agreed to take place at the Purchaser’s address or at another place directed by the Purchaser, the goods shall be delivered as close to the place of delivery as possible in case there is a risk of the truck getting stuck or damaged or a damage to the surroundings might occur based on the driver’s judgement.

The Purchaser shall be obliged to inspect the goods at receipt and make necessary personnel available for the unloading.

In case the Purchaser fails to fulfil this obligation, the Vendor shall be entitled to make delivery at the place of delivery whether a representative of the Purchaser is met or not, and a delivery note or the carrier’s freight bill shall then be regarded as documentation for delivery accomplished.

The Purchaser shall be charged with the expenses in connection with waiting time, if any, before unloading at the Purchaser’s address or at another place of delivery directed by the Purchaser, and the Purchaser shall cover the expenses incurred because of the Purchaser being unable to receive the goods at the agreed time of delivery.

The risk of the goods passes to the Purchaser on delivery.

Payment:

Unless otherwise stated explicitly in the Vendor’s order confirmation – and provided that trade credit has been agreed upon – payment shall take place under the terms of payment  valid for the Purchaser’s account with the Vendor.

The purchase sum shall be invoiced for payment on delivery. Should conditions with the Purchaser result in the delivery not taking place as agreed, the purchase sum shall fall due at the time of delivery agreed.

If a payment has not been made in time for a delivery, the Vendor shall be entitled to withhold all further deliveries to the Purchaser whether the deliveries have a mutual connection or not, without the Vendor incurring liability for damages.

Discounts of any kind shall be granted only on condition of payment in time.

Discounts shall not be granted on public expenses.

If payment is made after the last date of punctual payment, interest shall be charged of the outstanding amount due including VAT.

If no other rate of interest has been agreed separately, the interest shall be charged at the rate of 7% over the refinancing interest rate from the European Central Bank. The interest shall be charged monthly at the rate of 1/12 of the annual interest rate.

Limitation of liability:

Circumstances preventing timely or non-defective delivery which occur after preparation of the order confirmation and which are not caused by the Vendor’s negligence or omission including force majeure, failure of the factory, the carrier or a third party, etc., exempt the Vendor from liability for the performance of the contract.

In case of defects due to faults or negligence with the Vendor, the Vendor shall pay damages according to the provisions of Danish law. The Vendor shall not compensate the Purchaser for daily penalties and indirect losses such as consequential loss, lost profit margin, etc.

Cancellation and changes of orders:

Cancellation or change of order including changes of specifications, quantity and time of delivery may take place only with the Vendor’s written acceptance.

The costs related to cancellation or changes including costs for storage, protection of quality and properties, and interest payment due to postponed time of delivery shall be covered completely by the Purchaser.

Returned goods:

Goods may be returned only if agreed in advance in each individual case. Valid for 6 months from the date of purchase.

The goods shall be unused, in non-defective condition and in original and unbroken packing.

However, goods produced specially and/or bought for the Purchaser are not returnable.

Approved returned goods are usually credited with deduction of 20% of the sales price excluding VAT when free delivered at the Vendor’s address or at another place directed by the Vendor.

Warranty:

For parts produced by the Vendor a one-year warranty is granted for production defects. The Vendor grants no warranty on wear parts.

In connection with repair the Vendor shall grant one year of warranty on replaced parts and 3 months of warranty on installation work.

The Vendor shall grant no separate warranty on commercial products, and a manufacturer‘s warranty mentioned in the purchase agreement or in other ways shall be regarded only as a passing of this manufacturer’s warranty from the Vendor to the Purchaser, and consequently no claim towards the Vendor can be made according to the warranty letter in question.

Warranties apply only if the conditions of the warranty letter have been fulfilled and the instructions for use, installation and protection have been followed.

Defects:

On receipt and before the materials are used or machined, the Purchaser shall inspect the goods delivered to ensure that they are non-defective.

Complaints of defects including quantity differences which have been or should have been observed in connection with such a control shall be made immediately, however no later than 8 days after delivery of the goods.

If the materials shall be installed or be part of an installation which is not performed by the Purchaser, the Purchaser shall see to it that the materials are checked for defects before start of  installation as complaint cannot take place after start of installation.

In case defects are observed for which the Vendor is liable and which are not deemed immaterial, the Purchaser is entitled to revoke the purchase of the delivery in question unless the Vendor makes a replacement delivery without undue delay. Should the purchase be cancelled, the Purchaser shall be obliged to place the goods delivered at the disposal of the Vendor in the same conditions as when delivered.

If the Purchaser has not complained of a latent defect to the Vendor within one year, he cannot make claims later on account of a defect unless the Vendor has accepted in writing to be responsible for the goods for a longer period.

Venue:

Any disputes in connection with the delivery shall be settled by the court of the jurisdiction of the Vendor’s company. Disputes shall be settled under application of Danish law.

18.06.2010