Terms of sale

GENERAL TERMS AND CONDITIONS OF SALE AND DELIVERY ACCORDING TO NL92
For deliveries of machinery and other mechanical, electrical and electronic equipment and services between Denmark, Finland, Norway and Sweden and within these countries. Published by the Confederation of Danish Industry, Denmark, the Confederation of Metalliteollisoons Keskusliitto - Metallindustriens Centralförbund ry, Finland, the National Association of Technology Companies, Norway, and the Swedish Engineering Industries, Sweden.

Application
The following general terms and conditions of delivery apply if the parties have agreed to them in writing or otherwise. The terms and conditions of delivery apply to services, deliveries, sales and offers. Any deviations are only possible in accordance with a written agreement between the parties.

Product information
Information in product information and price lists is only binding to the extent that the agreement expressly refers to them.

Drawings and other technical documents
All drawings and other technical documents relating to the material or its manufacture, which are handed over from one party to the other before or after the conclusion of the agreement, belong to the party which has handed them over. Received drawings, other technical documents or technical information may not be used for any purpose other than that for which they were handed over without the consent of the other party. Without the consent of the other party, the said material may not be copied, reproduced, handed over to or otherwise passed on to third parties.

The seller shall, no later than upon delivery, provide the buyer, free of charge, with an agreed number of copies of drawings and other technical documents that are sufficiently detailed to enable the buyer to carry out the assembly, commissioning, operation and maintenance (including ongoing repairs) of all parts of the equipment. However, the seller is not obliged to provide drawings and documents that form the basis for the manufacture of the equipment or spare parts.

Delivery sample
If a sample delivery has been agreed, the test shall be carried out where the material is manufactured, unless another place has been agreed. If technical requirements for the test are not stated in the agreement, the test shall be carried out in accordance with the customs of the industry in question in the country in which the material is manufactured. The seller shall give the buyer such notice of a delivery test that the buyer can attend it. A delivery test may be held even if the buyer is not represented, if he has been notified. The seller shall keep a record of the delivery test. The test record shall be sent to the buyer. The test record shall be deemed to provide a correct description of the performance of the delivery test and its result, unless the buyer proves otherwise. If the material during the delivery test proves not to be in accordance with the contract, the seller shall, as soon as possible, ensure that the material is brought into conformity with the agreement. At the buyer's request, a new delivery test shall then be carried out. However, if the defect is insignificant, a new delivery test may not be required. Unless otherwise agreed, the seller shall bear all costs of delivery tests carried out where the material is manufactured. However, the buyer shall bear all costs of its representatives, including travel and accommodation expenses, in connection with such delivery tests.

Delivery
If a delivery clause has been agreed, this 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.

Retention of title
The company reserves the right to charge cash payment before delivery of goods/services.

Damages
Transport damage is beyond the seller's control and must be reported directly to the relevant transport company. The seller is not responsible for delays during transport unless the seller has assumed this responsibility in writing.

Delivery time/delay
If the parties have specified a period of time within which delivery is to take place instead of a specific delivery time, this period shall be deemed to run from the conclusion of the agreement. If the seller finds that he cannot deliver on time, or that delay on his part is considered probable, he shall give the buyer written notice thereof without undue delay, stating at the same time the reason for the delay and, as far as possible, the time when delivery is expected to take place. If the seller fails to give the above-mentioned notice, he shall, notwithstanding the provisions of the clauses, compensate the buyer for the additional costs incurred by the latter as a result of the failure to give notice. If a delay in delivery is due to any circumstance which, according to clause ” Exemption from liability (force majeure) ” constitutes a ground for exemption from liability or is due to the buyer’s act or omission, the delivery period shall be extended to the extent deemed reasonable under the circumstances. The delivery period shall be extended even if the reason for the delay occurs after the expiry of the originally agreed delivery period. If the seller does not deliver the material on time, the buyer is entitled to a contractual penalty from the day on which delivery should have taken place. The contractual penalty amounts to 0.5% for each full week of the delay, calculated on the part of the agreed purchase price that covers the part of the material that cannot be put into use as intended due to the delay. The contractual penalty may not exceed 7.5% of this calculation basis. The contractual penalty is due for payment upon written demand from the buyer, however, at the earliest when the material is delivered in full or, if applicable, at the time when the buyer cancels the agreement.
The buyer forfeits his right to liquidated damages if he has not made a written claim to this effect within 3 months after delivery should have taken place. If the buyer is entitled to the maximum liquidated damages in accordance with the above and the equipment is still not delivered, the buyer may, by written notice to the seller, demand delivery and set a final, reasonable deadline, which may not be shorter than 1 week. If the seller also fails to deliver within the stipulated deadline, and this is not due to circumstances for which the buyer is responsible, the buyer may, by written notice to the seller, terminate the agreement with respect to the part of the equipment that cannot be put into use as intended.
If the buyer so cancels the agreement, he is also entitled to compensation for the loss he has suffered due to the seller's delay, if the loss exceeds the maximum contractual penalty he could have claimed. This compensation may not exceed 7.5% of the part of the agreed purchase price which covers the part of the equipment for which the agreement is cancelled.
The buyer is also entitled, by written notice to the seller, to cancel the agreement if it is clear that a delay will occur which, according to the rules, would entitle the buyer to maximum contractual liquidated damages. In the event of such cancellation, the buyer is entitled to both the maximum contractual liquidated damages and compensation in accordance with the third paragraph of this clause. Except for the contractual liquidated damages in accordance with the clause cancellation with limited compensation. Any claim by the buyer on account of the seller's delay is excluded. This limitation of the seller's liability does not apply if the seller has been guilty of gross negligence.
If the buyer finds that he will not be able to receive the material on the agreed day, or if a delay on his part is considered likely, he must give the seller written notice thereof without undue delay, stating the reason for the delay and, if possible, the time when receipt is expected to take place. If the buyer fails to receive the material on the agreed day, he is nevertheless obliged to make any payment conditional on delivery as if delivery of the material in question had taken place. The seller must ensure that the material is stored at the buyer's expense and risk. At the buyer's request, the seller must insure the material at the buyer's expense.
Unless the buyer's stated failure is due to something in point Freedom from liability (force majeure) mentioned circumstances, the seller may in writing invite the buyer to receive the material within a reasonable time.
If the buyer fails to do so within such a period - for reasons for which the seller is not responsible - the seller is entitled to terminate the agreement by written notice to the buyer for the part of the material ready for delivery which is not delivered due to the buyer's failure. The seller is then entitled to compensation for the damage caused to him by the buyer's default. The compensation may not exceed the part of the purchase price that covers the part of the material that is subject to the termination.

Shipping
Is at the buyer's expense and risk. When the buyer does not specify a specific shipping method, this is selected by the seller. The order is considered delivered when the goods are handed over to the transport company or other organization.

Retention of title
The company reserves the right to charge cash payment before delivery of goods/services. The goods remain the property of the seller until payment has been made in full to the extent that such retention of title is valid under applicable law. Damage: Transport damage is beyond the seller's control and must be reported directly to the relevant transport company. The seller is not liable for delays during transport unless the seller has assumed this liability in writing.

Responsibility and shortcomings
The seller is obliged to remedy all defects resulting from errors in design, material or manufacture by repairing or replacing the equipment in accordance with the following points:

The seller's liability only covers defects that become apparent within one year from the date the material was delivered. If the material is used more intensively than agreed or can be considered as expected at the time of conclusion of the agreement, this period is shortened proportionally.
For parts that have been replaced or repaired, the seller assumes the same obligations as for the original material for a period of one year. For other parts of the material, the period mentioned in clause 22 is extended only by the period during which the material has not been able to be used as a result of the above clause.
The buyer must give written notice of a defect to the seller without undue delay after the defect has become apparent, and in no case later than 2 weeks thereafter. The notice must contain a description of how the defect manifests itself. If there is reason to believe that the defect may lead to a risk of damage, such notice must be given immediately.
If the buyer does not notify the seller in writing of a defect within the deadlines specified in these points, the buyer loses his right to make claims due to the defect.
After receiving written notice from the buyer in accordance with the above points, the seller must remedy the defect without undue delay. The seller must bear the costs thereof in accordance with the provisions agreed upon.
The repair is carried out at the buyer's premises, unless the seller finds it appropriate that the defective part or possibly the material be returned so that the seller can carry out the repair or replacement at his premises or at the supplier's premises.
If the disassembly and assembly of the part requires special expertise, the seller is obliged to carry out such disassembly and/or assembly. If such special expertise is not necessary, the seller's obligation regarding the defective part is fulfilled when he has delivered a properly repaired or replaced part to the buyer.
If the buyer has given written notice, as mentioned, and it turns out that there is no defect for which the seller is responsible, the seller is entitled to compensation for the work and costs incurred by him as a result of the complaint.
If any dismantling and assembly involves intervention in anything other than the material and parts, the work and costs thereof shall be borne by the buyer.
Any shipment in connection with repair or replacement shall be at the expense and risk of the Seller. The Buyer shall follow the Seller's instructions regarding shipping method.
The buyer must bear the additional costs incurred by the seller in remedying defects as a result of the material being located at a location other than the destination specified in the agreement or - if no such destination is specified - the place of delivery.
Defective parts replaced in accordance with the above points are placed at the seller's disposal and become his property.
If the seller does not fulfill his obligations within a reasonable time, the buyer may give the seller a final deadline for fulfillment in writing.

If the obligations are not fulfilled before the expiry of the specified period, the buyer may, at his own option:
a) Have the necessary repairs carried out and/or have new parts manufactured at the seller's expense and risk, provided that he does so in a reasonable and reasonable manner.
b) Demand a proportional reduction, however, not exceeding 15% of the agreed purchase price. - If the defect is significant, the buyer may instead cancel the agreement by written notice to the seller. The buyer also has the right to cancel the agreement in this way if the defect remains significant after taking the measures mentioned under a). The buyer may, upon cancellation, demand compensation for his loss, however, not exceeding 15% of the agreed purchase price.

The seller's liability does not include defects caused by materials provided by the buyer or by constructions prescribed or specified by the buyer.
The seller's liability only covers defects that arise under the working conditions stipulated in the agreement and during proper use of the equipment.
The liability does not include defects that are due to causes that arise after the risk has passed to the buyer. The liability does not include, for example, defects that are due to inadequate maintenance, incorrect installation by the buyer, changes made without the seller's written consent or repairs that the buyer has carried out incorrectly. Finally, the liability does not include normal wear and tear and deterioration.
Notwithstanding the provisions of the points mentioned above, the seller's liability for defects does not apply to any part of the equipment beyond 1 year from the date of delivery.

The seller has no liability for defects beyond what is stipulated in the clauses. This applies to any loss that the defect may cause, including operating losses, lost profits and other financial consequential losses. This limitation of the seller's liability does not apply if he has been guilty of gross negligence.

Liability for property damage caused by the equipment (product liability)
The buyer shall indemnify the seller to the extent that the seller is held liable to a third party for such damage and loss for which the seller is not liable to the buyer under the second and third paragraphs of this clause. The seller is not liable for damage caused by the material:

a) on real estate or movable property that occurs while the equipment is in the buyer's possession.
b) on products manufactured by the buyer or on products in which these are included, or for damage to real estate or movable property caused by these products as a result of the material.

In no event shall the seller be liable for operating losses, lost profits or other consequential financial losses. The aforementioned limitations on the seller's liability shall not apply if he has been guilty of gross negligence.

If a third party makes a claim against one of the parties for liability under this clause, that party shall immediately notify the other thereof. The seller and the buyer are mutually obliged to allow themselves to be sued in the court or arbitration tribunal that hears claims for damages brought against one of them on the basis of damage or loss allegedly caused by the material. However, the relationship between the buyer and the seller shall always be settled by arbitration.

Prospectus
All information and data in the seller's general sales material, including drawings, descriptions, technical documents and the like, cannot be considered to contain guarantees, either directly or indirectly, and are only binding to the extent that the agreement expressly refers to them.

Payment
By agreement, unless otherwise agreed in writing. After the due date, the seller is entitled to charge interest of currently 2% per month. The buyer is not entitled to withhold part of the purchase price as a possible reduction in price due to damage, etc.

Returned goods
Returns only by arrangement.

Special agreements
If the buyer and seller agree on other terms of sale, these must be confirmed in writing.

Prices
All prices are stated in Danish kroner excluding VAT. The seller reserves the right to price changes as a result of changes in customs duties, taxes, exchange rates, duties and the like. If sales in foreign currency have been agreed, the seller reserves the right to price changes as a result of changes in exchange rates between the date of offer and payment. If the delivery is a successive delivery, the seller reserves the right to price changes in accordance with the above for each individual partial delivery, unless otherwise agreed in writing. In this regard, the seller is entitled to partial invoicing.

Guarantee
A 1-year warranty is provided for manufacturing and material defects when purchased from a retailer. The warranty does not cover consequential damages or wages.

Compensation
The seller is not liable for operating losses, loss of profit or other indirect losses incurred by the buyer or a third party, regardless of whether the liability is due to delay, defect or product liability. The compensation may not exceed the purchase price.

Freedom from liability (force majeure)
The following circumstances shall give rise to exemption from liability if they prevent the performance of the agreement or make the performance unreasonably burdensome: industrial disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization or military conscription of a similar scope, requisition, seizure, currency restrictions, riots and disturbances, lack of means of transport, general shortage of goods, restrictions on motive power and deficiencies in or delays in deliveries from subcontractors due to any of the circumstances mentioned in this clause. Circumstances as mentioned shall only give rise to exemption from liability if their influence on the performance of the agreement could not have been foreseen at the time of conclusion of the agreement. It is the responsibility of the party wishing to invoke any ground for exemption from liability as mentioned in this clause to notify the other party in writing without delay of its occurrence and termination. In the event of force majeure on the part of the buyer, the latter shall cover the costs incurred by the seller to secure and protect the material. Regardless of what otherwise follows from these general terms and conditions of delivery, either party may terminate the agreement by written notice to the other party if the fulfillment of the agreement is prevented for more than 6 months by an event as mentioned in this section.

Disputes. Choice of law
Disputes arising out of the agreement and anything related thereto shall not be subject to judicial review but shall be settled by arbitration in accordance with the arbitration laws of the seller's country. All legal issues arising out of the agreement shall be governed by the laws of the seller's country.