International Sales Conditions

 

General Terms and Conditions of Sale and Delivery 

 
 

1. Application

 

1.1 Unless otherwise agreed upon, in writing, by both parties, these present General Terms and Conditions of Sale and Delivery shall apply to export sales and deliveries made by DK-TECHNOLOGIES A/S and any of its subsidiaries (hereinafter named DK-TECHNOLOGIES).

 
 

2. Quotations, catalogues etc.

 

2.1 Unless withdrawn before acceptance is received, DK-TECHNOLOGIES´ quotation is open for acceptance within the period stated therein, or when no period is stated within 60 days only from the date thereof. Any written order is binding on the Customer as soon as it is received by DK-TECHNOLOGIES. All quotations issued by DK-TECHNOLOGIES are excluding VAT, duty and other levies imposed in Denmark or abroad.

2.2 Statement of weights, dimensions, capacities, prices, technical and other data appearing in catalogues, prospectuses, circulars, advertisements, illustrated material and price lists constitute a guide only meant to present a general idea of the products to which they refer, and are therefore not binding upon DK-TECHNOLOGIES

 
 

3. Intellectual property rights to drawings etc.

 

3.1 Any descriptions, part lists, drawings and technical documents concerning DK-TECHNOLOGIES´ products, parts thereof or their operation, which are handed over to the Customer prior to or subsequent to the making of the contract shall remain the exclusive property of DK-TECHNOLOGIES. They may not, without DK-TECHNOLOGIES´ consent in writing, be utilized or copied, reproduced, transmitted to or in any other way be communicated to any third party, and cannot be used for any purpose that is against the interest of DK-TECHNOLOGIES.

3.2 Software supplied is destined solely for the use with the products sold or approved by DK-TECHNOLOGIES in their specific context and may not be modified or copied for use other than that stipulated at the time of sale.

 
 

4. Terms of delivery

 

4.1 Unless otherwise agreed products are delivered Ex Works (principal place of business of the relevant company within the DK-TECHNOLOGIES group of companies) in accordance with Incoterms 2000 issued by the International Chamber of Commerce.

4.2 In case it is agreed that DK-TECHNOLOGIES shall arrange for transportation and transport insurance the Customer will be charged therefore and shall defray the expenses incidental thereto.

 
 

5. Payment

 

5.1 Unless otherwise agreed, payment shall be made in advance in EUR by payment into DK-TECHNOLOGIES´ bank account stipulated in the invoice issued by DK-TECHNOLOGIES.

5.2 The products supplied shall remain the property of DK-TECHNOLOGIES until payment has been made in full.

5.3 In the event of delay of payment, the Customer shall pay interest from the date on which payment became due. Such interest is to be calculated at an annual rate of Danmarks Nationalbank´s lending rate plus 7%. Furthermore, DK-TECHNOLOGIES reserves the right to withhold deliveries against existing and future orders until any outstanding invoices have been paid in full.

5.4 In the event that a discount is applicable provided payment is effected within a certain number of days, the period of days shall commence upon the date of invoice. Such discount shall only apply, provided there are no payments overdue from the Customer to DK-TECHNOLOGIES.

5.5 In the event that the Customer has not paid the amount due within a month after the due date, DK-TECHNOLOGIES shall be entitled to terminate the contract by giving notice in writing to the Customer, have the products returned and claim compensation for the loss suffered.

 
 

6. Packaging

 

6.1 Unless otherwise agreed, the prices stated in quotations and contracts shall be understood to include expenses for such packaging or any other protection as is required under normal transport conditions to prevent damage to or deteriora­tion of the shipment prior to its arrival at the destination.

 
 

7. Delivery

 

7.1 The products are delivered when dispatched to the Customer. The Customer assumes the risk of delay, damage to, or loss of the products from the time of delivery and undertakes at his own cost, and risk to insure the products from the time of delivery. Complains not covered by a “warranty” must be made within 2 days after receipt of the products.

 
 

8. Delivery time

 

8.1 Full forwarding instructions must be sent with the order. The indicated delivery time is estimated and not binding; estimated delivery times are to be reckoned from the date of DK-TECHNOLOGIES´ firm acknowledgment of order.

8.2 Where DK-TECHNOLOGIES foresees that the agreed time of delivery cannot be complied with, or that a delay on the part of DK-TECHNOLOGIES is likely, DK-TECHNOLOGIES shall forthwith notify the Customer in writing hereof and, to extent possible, state the time at which delivery can be expected to be effected.

8.3 Should delivery be delayed for any reason, there shall be granted such extension of the delivery time as is reasonable, with regard to ruling circumstances. DK-TECHNOLOGIES is under no circumstances liable for delayed delivery. In case it has expressly been agreed between the Customer and DK-TECHNOLOGIES that the contract is a contract where time is of the essence (fixed date purchase) DK-TECHNOLOGIES shall only be liable for delay caused by negligence on the part of DK-TECHNOLOGIES. However, DK-TECHNOLOGIES liability for delay in such cases shall be limited to 3% for each week delayed and a total maximum of 15% of the invoice amount covering the products which are delayed.

 
 

9. Warranties

 

9.1 Unless otherwise stated in writing, DK-TECHNOLOGIES warrants that the products do not suffer from defects in materials, design and workmanship for a period of 2 years from the date of delivery.

9.2 The warranty does not apply if the products have been modified or altered or if unauthorised repairs have been made or undertaken.

9.3 In case of a defect the Customer must contact DK-TECHNOLOGIES to obtain a return authority number prior to the products are returned, see clause 10.4 and all returned products should be accompanied by a detailed description of the defect.

 
 

10. Liability for defects

 

10.1 Pursuant to clauses 9 – 11, DK-TECHNOLOGIES undertakes to remedy any defect resulting from faulty design, materials or workmanship for a period of 2 years from delivery. The obligation for DK-TECHNOLOGIES to remedy defects is the Customer´s sole and exclusive remedy and DK-TECHNOLOGIES´ sole and exclusive liability in respect of defects. Thus the Customer shall not be entitled to make other claims for compensation, and the Customer shall not be entitled to rescind or cancel the purchase or claim a price reduction due to defects. DK-TECHNOLOGIES´ liability shall however not extend to defects occurring in materials supplied by the Customer or in a design required by him, provided that the defect is not attributable to work performed by DK-TECHNOLOGIES.

10.2 DK-TECHNOLOGIES´ liability to remedy defects is conditional upon DK-TECHNOLOGIES is notified in writing about the defect within 2 years from the date of delivery.

10.3 For parts supplied in replacement of defective parts or parts repaired by DK-TECHNOLOGIES, DK-TECHNOLOGIES shall be liable under the same terms and conditions as apply to the original products for a period of one year, counting from the date on which the replaced/repai­red part was supplied to the Customer. However, in no case shall DK-TECHNOLOGIES´ obligation to remedy defects extend beyond 2 years from the date of the first delivery.

10.4 DK-TECHNOLOGIES may demand that the defective parts are returned to DK-TECHNOLOGIES for repair or replacement.

10.5 Unless otherwise agreed, the Customer shall bear the cost and risk during transport of the defective parts to and from DK-TECHNOLOGIES. In the case of warranty repairs the Customer shall bear the cost and risk during transport of the defective parts to DK-TECHNOLOGIES, while DK-TECHNOLOGIES shall bear the cost and risk during transport of repaired or replacement parts to the Customer.

10.6 Defective parts replaced in accordance with this clause 10 shall be placed at DK-TECHNOLOGIES´ disposal and be DK-TECHNOLOGIES´ property.

10.7 DK-TECHNOLOGIES´ liability shall not include defects arising from faulty maintenance or incorrect mounting carried out by the Customer, alterations or changes made without DK-TECHNOLOGIES´ consent in writing, repairs carried out improperly by the Customer or ordinary wear and tear or deterioration.

 
 

11. Limitation of liability

 

11.1 DK-TECHNOLOGIES shall never be liable for loss of production, loss of profit, consequential loss or any other indirect loss. DK-TECHNOLOGIES´ shall not be liable for loss or damage caused by the products (product liability) a) to any (movable or immovable) property where the damage occurs while the products are in the Customer’s possession, or b) to products manufactured by the Customer, or to the products of which the Customer’s products form a part or for loss or damage to any property, where the damage is caused by these products because of properties in the products delivered by DK-TECHNOLOGIES. These limitations in DK-TECHNOLOGIES´ liability shall not apply where DK-TECHNOLOGIES has been guilty of gross negligence. The Customer shall indemnify and hold DK-TECHNOLOGIES harmless to the extent that DK-TECHNOLOGIES incurs liability towards any third party in respect of any damage for which DK-TECHNOLOGIES is not liable towards the Customer according to the limitations of liability set out above. The Customer is obliged to defend any action before the same court that deals with claims against DK-TECHNOLOGIES provided the claim against DK-TECHNOLOGIES is based on damage alleged to have been caused by the products sold to the Customer.

 
 

12. Collection of waste electrical and electronic equipment

 

12.1 In case the Customer imports the products into an EU member state, the Customer is under an obligation to provide for collection of waste electrical and electronic equipment pursuant to Directive 2002/96/EC and Directive 2003/108/EC.

 
 

13. Grounds for Relief (Force Majeure)

 

13.1 Any order received is subject to a reservation of force majeure for DK-TECHNOLOGIES includ­ing, but not limited to, war and mobilization, terrorism, civil com­motion, catastrophes of nature, strike, lock-out, shortage of raw materials or water, fire, damage to DK-TECHNOLOGIES´ productive apparatus, shortage of transport, import and export embargo or shortage of labour or other circumstances which hinders or restricts the ordinary production process and defects or delays in deliveries by sub-contractors to DK-TECHNOLOGIES caused by any such circumstances referred to in this Clause. In the event of force majeure, DK-TECHNOLOGIES shall not be liable for any loss sustained by the Customer as a result of delayed delivery or non-delivery.

13.2 DK-TECHNOLOGIES will forthwith notify the Customer in writing of the occurrence, expected cessation or ascertained cessation of the force majeure circumstances if DK-TECHNOLOGIES wishes to claim relief because of such circumstances.

13.3 If, within a reasonable time, the performance of the contract becomes impossible due to force majeure, DK-TECHNOLOGIES shall be entitled to terminate the contract with the Customer in writing.

 
 

14. Severability of provisions

 

14.1 The provisions of these present General Terms and Conditions of Sale and Delivery are independent and separable from each other and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other provision may be invalid or unenforceable in whole or in part.

15. Governing Law and arbitration

15.1 Any disputes arising out of or in connection with deliveries from DK-TECHNOLOGIES to the Customer and the interpretation of these present General Terms and Conditions of Sale and Delivery shall be governed by Danish law and shall be settled by arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration). The Arbitration Tribunal shall be composed of a sole arbitrator who shall be appointed by the Institute. The place of arbitration shall be Copenhagen. The language of the arbitration shall be English.