These sales terms and conditions apply to Art Andersen ApS (hereinafter “AA”) and a given buyer relative to all offers, orders and deliveries, unless otherwise agreed in writing. Other conditions, including the buyer’s eventual purchasing conditions, do not apply, unless expressly agreed in writing. The buyer’s specification of particular terms in an order etc. is not regarded as a derogation of these conditions, unless AA has accepted such specification in writing. AA is entitled to amend these terms and conditions at any time.
Offers proposed by AA are valid for 30 days from the dates hereof. Agreements between a buyer and AA are only considered concluded when AA has submitted an order confirmation. Any objections from a buyer to the content of an order must be in writing and be received by AA no later than 3 business days after the date of the order confirmation. Cancellation or modification of an order can only be done with AA’s written approval. The buyer must refund AA any costs or losses at a cancellation or a change, at the minimum an amount equivalent to 25% of the agreed DKK price + VAT. AA is entitled to change the materials and design of the product offered, provided that product continues to meet the usual standard and the specifications de-fined by the buyer. Normally recognized standard and typical industrial tolerances apply for non-tolerance measurements and dimensions. AA’s advice on the product’s usability to the buyer is for guidance only and represents no assurance of the product’s suitability for the intended use, unless otherwise agreed.
AA prices are added the current VAT, taxes, duties, fees, shipping, etc. Delivery is exclusive of installation and commissioning, unless otherwise specifically agreed. AA is entitled to adjust the purchase price if AA’s total costs associated with the manufacture of the goods sold have increased due to unforeseeable circumstances, such as price increases in raw materials, electricity, taxes etc.
Unless otherwise agreed, the purchase price is due for payment 30 days after the invoice date. For orders of less than DKK 5,000 AA reserves the right to charge a handling fee of DKK 200. AA reserves the right to change the agreed terms of payment if the purchaser’s ability to pay deteriorates after conclusion of the order. If the buyer does not pay the purchase price in due time, AA may from the due date add an interest rate of 2 % per month started. The buyer is not entitled to withhold any part of the purchasing price as security for fullfilling potential counterclaims for other supplies, and such a detention will be considered a breach of the agreement.
5. RETENTION OF TITLE
AA reserves the ownership of any delivery until payment has been made in full.
Delivery times indicated are approximate and non-binding, unless otherwise expressly agreed. Delivery time is determined assuming that all of the buyer’s specifications are available at the latest at AA’s submission of the order confirmation. Otherwise, the delivery time is counted from the time when such specifications are received from the buyer. On full or partial prepayment delayed prepayment will cause a corresponding postponement of the delivery time. In the absence of another specific indication in an order the delivery place is AA’s address, and delivery will take place Ex Works (INCOTERMS).
7. DRAWINGS AND DESCRIPTIONS
All drawings and technical descriptions regarding the product or its manufacture, which are or will be handed over to the buyer, remain AA’s property unless otherwise agreed. Such material must not without AA written permission be used for purposes other than assembly, mounting, operation and maintenance of the supplied, and must not be copied or otherwise communicated to a third-party.
On new material AA provides a warranty of 12 months from the date of delivery against errors and defects in materials and construction. During the warranty period AA shall remedy cited defects free of charge, cf. clause 10. AA’s duty to remedy is applicable when goods are in Denmark. AA’s duty to remedy does not apply to defects caused by natural wear and tear, abuse, improper operation, faulty maintenance, accidental damages or other circumstances for which the buyer bears the responsibility or risk. The buyer shall bear all costs of transportation and freight related to the returning of goods to AA. Warranty is void if the agreed payment conditions are not met, or if the buyer makes changes or repairs to the material or use non-original parts within the warranty period.
9. DUTY OF INSPECTION AND COMPLAINTS
Immediately upon receiving a delivery the buyer shall inspect the goods to state any deficiencies. The buyer must provide a written notice specifying the defect (including differences in quantity) directly to AA without undue delay, after the defect is or should have been discovered. Failure to communicate within the time limits will result in a lapse of the buyer’s rights in respect of the defect. In case of complaints the buyer is not entitled to dispose of the product or return it to AA without AA’s written approval. If the buyer has complained about the product, and it turns out that there is no defect for which AA is responsible, AA must be compensated for the work and the costs the complaint has incurred on AA. Complaints about information and specifications in invoices must be made in writing within 8 days after receipt of the invoice.
AA’s liability for defects is limited to replacement or repair. The buyer may rescind the contract if the deficiency is not reme-died within reasonable time. If the agreement is terminated as a result of the defect, the buyer is entitled to a refund of the price paid, against delivering it back to AA. Any additional requirements, including extra costs, operational profit losses or other losses as a result of the defective delivery cannot be made against AA. If AA’s service consists of processing the buyer’s products, AA’s liability is limited to an amount equivalent to the agreed payment for the processing, excluding VAT.
11. FORCE MAJEURE
If AA or its subcontractors is prevented from fulfilling their obligations as a result of war, revolution, government restrictions on imports or exports, exceptional natural or meteorological phenomena, labor conflicts, fire or the like that are beyond AA’s reasonable control, AA’s obligations are suspended until the unusual situation is rectified. If the force majeure situation applies for more than 30 days, the agreement may be cancelled by AA or the buyer, without any of the parties demanding compensation from the other party.
12. PRODUCT LIABILITY
In case of personal injury AA is liable in accordance with the Danish Product Liability Act. In case of damage on a product which, by its nature, is intended for commercial use, AA is liable under the following rules: AA is not liable for damage to real or personal property that occurs while the product is in the buyer’s possession. AA is only liable for damage to real and personal property if the damage is caused by negligence on the part of AA. AA is not liable for damage to products manufactured by the buyer or products in which the parts from AA have been integrated. AA is not liable for loss of profit or other indirect losses. AA’s maximum liability for product liability amounts to DKK 2.5 million per event or series of events arising from the same delivery. To the extent that AA may incur product liability towards third parties the buyer is obliged to indemnify AA to the same extent that AA’s liability is limited under this provision.
13. APPLICABLE LAW AND JURISDICTION
Any disagreement or dispute between the parties on the supplied product or these terms and conditions will be determined under Danish law by the Copenhagen City Court as the first instance.