ZTEC APS STANDARD CONDITIONS OF SALE & DELIVERY

 

1. Offer and Order Confirmation

1.1 The Seller's offer is only valid for 7 days calculated from the day the offer is dated. After the expiration of this period, the Seller's offer automatically expires. The seller's offer may also expire if a delivery is sold out, or the delivery conditions are changed, e.g. by a subcontractor.

1.1 The Seller reserves the right to make changes to the delivery up to the time of delivery. in that case, the Seller guarantees at least an equivalent service.

2.1 The buyer can only rely on the terms of these conditions, or in any individual agreement between the parties. Information that the Seller has provided verbally, on the Internet, in brochures, etc. is thus irrelevant for the assessment of the delivery.

2.2 An order is only binding when it has been approved by the Seller with an order confirmation via email or link from the shop.

 

2.  Price and Place of Delivery

2.1 Prices are as per the quotation supplied or based on the Company’s current price list.

2.2 Delivery takes place ex works. (EXW - Ex Works Incoterms 2020).

2.3 The time of delivery stated may be subject to possible subcontractor delay. If the Seller becomes aware that a subcontractor delay will occur or considers this likely, the Buyer will be notified immediately with information on the expected new delivery tim

2.4 In the event of significant delay on the part of the Seller, the Buyer has the right to cancel the purchase. If continuous delivery is part of the agreement, however, the Buyer is only entitled to withdraw as far as the delayed partial delivery is concerned. 

2.5 The Seller can under no circumstances be held liable to the buyer's indirect losses as a result of a delayed or missing delivery. Furthermore, the Seller can only be held responsible for direct losses if there is a significant breach of the agreement on the part of the Seller, provided that the Buyer can provide substantial evidence of a loss as a result of the delay. 


3.  Freight, Insurance, ect.

3.1 The prices stated in the offer are ex works (Incoterms 2020) and exclude costs for freight, shipping, insurance, packaging, installation, VAT and any state taxes, unless otherwise agreed. Changes in exchange rates, taxes, insurance, freight and purchase costs allow the Seller to adjust prices seen as necessary.


4.  Payment Terms

4.1 The Seller's payment terms are with immediate payment unless otherwise agreed in writing. 

4.2 If the Buyer does not pay before the last timely payment date, and the delay is not due to the circumstances of the Seller, the Seller is entitled to calculate interest from the due date, which is set at 7% per current month and a compensation fee of DKK 310 on the first advance, + DKK 100 per reminder fee to collect payment for all invoiced and delivered goods, regardless of previously agreed credit terms.

4.3 Faktura og betalingsbetingelser - er fra ordren er afgivet.


5.  Passing of Title to Property

5.1 The Seller retains ownership of the goods sold, regardless of whether delivery has taken place, until the entire purchase price and any interest/fees have been paid.

5.2 The Seller is at any time, in connection with or after the conclusion of the agreement, entitled to demand satisfactory security for the Seller's total costs in connection with the agreement

 

6. Cancellation and Change of Orders

6.1 After the Seller has sent an order confirmation to the Buyer, the Buyer has no right to change or cancel the order.

6.2 If the Buyer chooses to cancel the order, the Buyer is obligated to compensate the Seller with 40% of the purchase price.

 

7. Investigation Duty and Reclamation

7.1 The Buyer must immediately upon delivery or receipt of the goods, and always before the goods are put into use, inspect the delivered goods to ensure that they are free of defects.

7.2 If the Buyer, in connection with his examination of the goods, finds that there are defects in the goods, the Buyer must immediately notify the Seller of the defects. In the case of other defects, including hidden defects, which only become apparent at a later time, the Buyer must report immediately after the Buyer should have discovered the defect and no later than 6 months after delivery has taken place. 

7.3 If the Buyer fails to notify the Seller immediately after the Buyer has become aware of a defect, the Buyer cannot later assert these defects against the Seller.


8. Deficiencies

8.1 The Seller undertakes, for a period of 6 months after delivery has taken place, without unjustified delay, to carry out redelivery or repair at his own choice, when there are deficiencies in the delivery.

8.2 However, the Seller is not obliged to remedy in cases where defects are due to the delivery not having been installed and/or used in full accordance with the Seller's regulations, incorrect or inappropriate use, changes or technical interventions made without the Seller's written consent or extraordinary climatic influences.

8.3 Wear parts are not covered by the right to remedy. Likewise, costs for assembly and disassembly are not covered by the right to remedy.

8.4 If the Buyer wishes to complain about any defects, a written complaint must be submitted immediately after the defect has been identified.

8.5 After the Seller has received a complaint about a defect which is considered covered by this provision, the Seller will remedy the defect.

8.6 If the Buyer can carry out the remedy himself at the company's own address, the Seller's obligation to remedy according to this provision is considered fulfilled by sending a new or repaired part.

8.7 Defective parts that have been exchanged in accordance with the above must be made available to the Seller, unless otherwise agreed between the parties.

8.8 The Seller grants the right of remedy for parts of the delivery that have been replaced or repaired, under the same terms and conditions as for the original delivery. However, the Seller's obligation to remedy does not apply to any part of the delivery beyond 6 months after delivery to the Buyer."


9.  Limitations of Liability

9.1 The Seller's liability for defects cannot exceed the Buyer's total payment for the goods.

9.2 The Seller shall not be held liable for indirect loss, consequential damages, loss of operation, loss of data, costs of recovery of such data, and loss of profits, whether caused by simple or gross negligence. To the extent that the Seller may be held liable to third parties, the Buyer shall be obligated to indemnify the Seller to the extent that such liability exceeds the limits set forth above."

9.3 The Seller shall not be held liable for whether the product sold can solve the customer's task, and the advice given is always indicative and often there are unknown factors that the Seller does not have or cannot account for


10. Product Liability

10.1 The Seller is liable under the Product Safety Act.

10.2 The Seller has product liability in relation to personal injury and loss of support caused by the delivery in accordance with the current non-derogable legislation on this matter. In addition to this, the Seller assumes no product liability



11.  Force Majeure

11.1 The following circumstances result in exemption from liability when they occur after the conclusion of the agreement and prevent its performance:"

11.2 Labour disputes, strikes, lockouts, and any other circumstance beyond the control of the parties, such as fire, epidemic, war, unforeseen military call-ups of a similar scale, acts of sabotage, seizure, currency restrictions, riots and civil unrest, shortage of transportation, general scarcity of goods, restrictions on fuel, and defects in deliveries from subcontractors or delays in such deliveries caused by any of the circumstances mentioned in this paragraph, result in exemption from liability.

11.3 The party wishing to invoke any of the circumstances mentioned above shall promptly notify the other party of the event that has occurred and when it is expected to end.

11.4 Both parties are entitled to terminate the agreement by written notice to the other party when its performance becomes impossible within a reasonable time due to any of the circumstances mentioned in clause 11.2.


12.  Settlement of Disputes

12.1 These terms and conditions are subject to Danish law and jurisdiction

12.2 Any dispute or disagreement arising in connection with this contract shall be attempted to be resolved through negotiation. If the parties fail to find an amicable solution to the dispute in this way, either party is entitled to bring the matter before the court at the place where the Seller has its business domicile.