Terms and conditions of delivery

DI-Teknik’s terms and conditions of delivery for industrial control systems or the like of September 2012

Unless otherwise agreed in writing, DI-Teknik (thereafter named the Vendor) deliver all deliveries on the following terms, regardless of any contrary or divergent provisions in the order or acceptance given by the buyer (thereafter named the Buyer).

1.Offer, order, and acceptance
Buyer’s orders are only binding for the Vendor when the Buyer has received a written order confirmation.

Offers from the Vendor, with no specific deadline for acceptance, will lapse, unless consistent acceptance from the buyer is not received by the Vendor within twenty working days from the date thereof. Oral, including phone quoted prices, are to be considered as a future offer.

2.Vendor services
The Vendor’s service includes only the parts and goods specified in the order confirmation. The Seller is obliged to deliver material of usual good quality with regard to materials and processing under the terms and conditions, as well as any specially agreed terms.

All drawings, sketches, technical specifications, etc. remain the property of the Vendor and may not be copied or handed over to the third party.

Also, the supplied material must not be manufactured, imitated or handed over to third parties for this purpose.

3. Delivery
Delivery is considered to have taken place at the time of delivery of the goods to the Buyer or passed on to a carrier unless otherwise stated in the order confirmation.

Insurance of the Buyer’s risk regarding transport is only made by the Vendor, provided that this has been agreed in writing.

The ownership of the sold will remain the Vendors until the purchase price is fully paid.

4.Prices
The price applies Ex works DI-Teknik (incoterms 2000) or warehouse and is exclusive of VAT and other taxes. Reservations are made for changes in the offered prices both before and after acceptance, considering changes in material prices, exchange rates or other conditions which the Vendor is without influence on. If the nature of the delivery is altered or the Vendors costs are otherwise increased, due to conditions regarding the Buyer, reservations are made for a regulation of the price stipulated by the agreement.

5. Terms of payment
Unless otherwise agreed, the Vendor may require that part of the purchase price – but a maximum of one third – is paid at the time of the order, an additional amount – however, max. one third – is payable when the installation is commenced, and the remaining amount – however max. one third – is payable upon completion of the assignment.

In cases where an installation is not included in the offer, the Vendor may require an amount of the purchase price – but max. half – payable by order and the remaining amount of the purchase price upon delivery.

In case of exceeding payment deadlines, the buyer is obliged to pay interest on overdue payment, currently 2.0% per commenced month.

The Vendor may require the Buyer to provide satisfactory security for the payment.

Payment for offsetting cannot take place if the claim is in dispute.

Failure to comply with payment terms is considered to be a significant breach of contract and entitles the Vendor to discontinue further deliveries, as well as to claim any receivable from the Buyer, due or not, paid immediately and inadvertently.

6.Time of delivery
Delivery up to two weeks before or after the delivery date stipulated in the agreement is considered in every respect for timely delivery.

The Vendor may require postponement of delivery time in the following cases:

  1. Changes to the order required by the Buyer.
  2. delay of delivery or services that the Buyer performs himself.
  3. Force majeure, see item 13 of the present delivery conditions.
  4. When rainfall, low temperature, strong wind or other weather, which prevent or delay the Vendor, occurs to a significantly greater extent than usual for that season.
  5. In the event that the work on the delivery must be stopped or is delayed by public order.
  6. In the aforementioned items a, b and e, the Vendor also reserves the right to adjust the agreed price in accordance with the costs incurred by the seller for this reason.

7.Delay
If the delivery is significantly delayed and the Vendor is not entitled to a postponement of the delivery date, cf. item 6, the Buyer is entitled to terminate the agreement by written notice to the Vendor if the delay causes significant disadvantages for him. If the delay is only part of the sale, the Buyer can only raise the purchase for the relevant part of the item. In case of delayed material made after the Buyer’s instructions or specifications, or is the material of nature not normally stocked by the Vendor, the agreement may be terminated only if the delay causes the Buyer’s purpose of the purchase to be substantially lost.

8.Claimant´s default
If, after delivery time, the Buyer fails to pick up the goods or order for shipment, the Vendor is entitled to store and insure the goods for the Buyer’s expense.

Should the Buyer fail to collect the material despite Vendors contact to him in writing, the Vendor – even in cases where the material is manufactured specifically according to the Buyer’s instructions or specifications – is entitled to sell it as he sees fit.

9.Liability
The Vendor liability for defects has an extent as stated below and is valid for the following periods from the time of delivery:

  • Installation and industrial control systems: 9 months
  • Software: 3 months

Within the periods mentioned above, the Vendor undertakes to remedy any defects in the delivery by repair or a replacement by the Vendors choice.

The Vendor’s above-mentioned remediation or redeployment obligation thus includes only salaries and materials directly related to the Vendor’s obligation. All other costs associated with an accrued defect, including transport, waiting times, subsistence allowance, accommodations and costs of disclosure or availability of defective parts, are thus of no concert to the Vendor.

The Vendor’s obligation to remedy defects is conditional upon the Buyer proving that the material supplied is defective, including documenting that the material has been stored, installed, used and maintained properly and in accordance with the regulations given by the Vendor.

The Vendor’s obligation is annulled, in case of use of components to the goods delivered by the Vendor, are not manufactured or approved by the Vendor.

If the seller fails to meet the above-mentioned remediation obligation within a reasonable period, the buyer may in writing provide the seller with a deadline for the performance. If the obligation is not met before the expiry of the stipulated deadline, the Buyer may require a pro rata reduction of up to 10% of the agreed purchase price.

The Vendor is solely responsible for ensuring that the delivered is sufficient and/or appropriate for the solution of the Buyer’s tasks in capacity and other respects to the extent where the Vendor has made dimensions, etc. and to the extent that the Buyer documents that the Buyer’s reason for this information regarding the Buyer’s claims is correct and adequate.

10. Product Responsibility
For product liability, the applicable rules in Danish law apply.

11. Limitation of Liability
The Vendor is not liable for indirect damages and losses, such as consequential loss, loss of time, lost profits or other similar losses.

This also applies to damage loss on delay.

12.Complaints and inquiries
It is the responsibility of the Buyer to conduct a thorough examination of the contractual nature of the material at the latest upon the time of delivery.

The Buyer is obliged to promptly disclose any defects that may be found in such an investigation, and the Buyer cannot later invoke any defects that could be found in such an investigation. The same applies if the Buyer fails to advertise immediately on later identified defects, which he has not found, or should have found at the time of delivery.

Complaints do not entitle the Buyer to withhold payment for delivered goods.

13.Force majeure
The Vendor is not liable for failure or late performance of the agreement due to force majeure, war, riots, civil riots, government intervention or interference by public authorities, firearms, strikes, lockouts, export and / or import prohibitions, missing or inadequate deliveries from subcontractors, shortage on labor, fuel strikes, power supply issues, or any other reason beyond the control of the Vendor, which is suitable for delaying or preventing the manufacture and delivery of the goods sold.

If defective or timely delivery is temporarily impeded by one or more of the above-mentioned circumstances, delivery will be postponed for the duration of the impediment, plus an appropriate period for normalization of the circumstances. Delivery to the so-called delivery time is considered timely in every respect. If the delivery barrier is expected to last longer than 40 working days, both the Vendor and the Buyer shall be entitled to cancel the agreement, without this being considered to be a breach of contract.

14.Power supply
The Buyer is obliged to provide and bear the costs of establishing sufficiently stable electricity supply and efficient earthed facilities for the sold goods.

15.Software program license
The conclusion of software license agreements only entitles the Buyer to use the programs as specified in a separate license agreement. This right cannot be handed over to others, and the Buyer is not entitled to copy the programs to others.

The programs may only be used for a single computer or assignment; however, the Buyer is entitled to take up two backup copies of the programs.

Further reference is made to special conditions regarding software license that apply in any such contractual relationship between the Vendor and the Vendor’s customers.

16.Law and jurisdiction
Any dispute between the parties which cannot be resolved in general is settled by the application of Danish law, either by arbitration or by the ordinary courts, after the Vendor’s choice.

Where the case is to be settled by arbitration, the arbitration tribunal shall consist of three members appointed by the President of the Østre Landsret. One of these members – the chairman – must fulfill the conditions for being a judge, while the other two members must be professionally qualified regarding the subject matter of the dispute.

The arbitration process takes place in accordance with the rules of the Arbitration Act.

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