General conditions for the sale and delivery of Energy Cool systems
§ 1 Scope
PCS. 1. The following conditions apply to the sale, delivery and installation of Energy Cool systems within the EU to the extent that they are not deviated from by other written agreement.
§ 2 Special definitions
PCS. 1. Intermediate sale is understood to mean that the seller, after making an offer to the buyer, sells the offer to the other party before the buyer's acceptance has been reached.
PCS. 2. The time of commissioning means the time when the plant is delivered, installed and commissioned by the purchaser or ready for commissioning by the purchaser.
PCS. 3. Technical documentation means any type of technical information, drawings, images and other material that the seller leaves to the buyer, whether the material is left in physical, electronic or any other form.
§ 3 Offer
PCS. 1. Unless otherwise stated, offers are valid for 30 days from the date the offer is dated. Any offer is made subject to intermediate sales.
PCS. 2. Packaging is not included in the offer price.
§ 4 Specifications and technical documentation
PCS. 1. All statements and information about weight, dimensions, capacities, prices, as well as technical and other data in the seller's marketing material, including in catalogues, prospectuses, circulars, advertisements, image material and price lists, etc., are for guidance only.
PCS. 2. All technical documentation left to the buyer remains the seller's property.
PCS. 3. Technical documentation must not, without the consent of the seller, be used for anything other than what was the purpose of the transfer and must not, without the seller's written consent, be copied, reproduced, handed over to or brought to the knowledge of third parties.
PCS. 4. If the buyer does not accept the seller's offer, any technical documentation that may have reached the buyer must be returned to the seller.
§ 5 Design changes
PCS. 1. The seller reserves the right, without prior notice to the buyer, to make such changes in construction, choice of materials, execution, etc., as the seller may deem necessary. However, the seller is obliged to ensure that the changes do not cause deterioration in the quality, capacity and essential usability of the item sold.
PCS. 2. Changes made do not entitle the buyer to any form of compensation.
§ 6 Transport costs and transfer of risk
PCS. 1. The sale takes place ex factory. The buyer must thus bear all costs and risks associated with transporting the purchased item from the seller's location. The transport must be insured by the buyer, cf. Section 13.
PCS. 2. If the seller must install the purchased item for the buyer, the transport costs are included in the offer. Risks associated with transport of the purchased item are borne by the buyer from the seller's location (ex works). The transport must be insured by the buyer, cf. Section 13.
PCS. 3 pieces. 1 and 2 also apply where delivery takes place directly from the seller's subcontractor.
§ 7 Invoicing and payment
PCS. 1. Invoicing from the seller will, if no other written agreement exists, take place as follows: 35% upon the seller's order confirmation, 35% upon dispatch of the sale item, or in the event that the item sold is delivered more than once, the main parts, from the seller's company, or when these are declared ready for dispatch, and 30% within 8 days of the commissioning time.
PCS. 2. The payment terms are 14 days net after the invoice date.
PCS. 3. If the buyer does not pay on time, the seller is entitled to calculate default interest from the due date and until payment is made with interest as per the Interest Act, which currently corresponds to the lending rate set by Danmarks Nationalbank as of the latest 1 July or 1 January plus 7%.
PCS. 4. The place of fulfillment for the buyer's payment obligation is the seller's place of business.
§ 8 Reservation of title
PCS. 1. The sale item incl. everything belonging to it remains the seller's property until the purchase price has been paid in full. Payment by cheque, bill of exchange, promissory note or by electronic measures of any kind is not considered payment until the amount has been entered into the account designated by the seller without possibility of reversal.
§ 9 Delay
PCS. 1. Unless otherwise agreed in writing, a given start-up time is determined according to best estimate.
PCS. 2. If the seller is of the opinion that the agreed delivery or commissioning time cannot be met, he must, however, give the buyer written notice of this and notice of a new expected time.
PCS. 3. The seller assumes no responsibility for the buyer's direct or indirect losses due to exceeding the delivery times. If the delay can be considered significant, the buyer is, however, entitled to cancel the order.
§ 10 Shortcomings and regulation of liability
PCS. 1. Any complaints must be made in writing, just as any defective parts - at the buyer's expense - must be forwarded to the seller for inspection upon request. The seller undertakes, for a period of 1 year after the date of delivery or commissioning, without undue delay, to carry out redelivery or repair at his own choice, if the buyer documents that there are defects in the delivered item.
PCS. 2. For new parts that are inserted in connection with repairs in accordance with subsection 1, the complaint period expires at the same time as the complaint period according to subsection 1.
PCS. 3. Seller's obligations according to subsection 1 does not include cases where the defect is due to the sale item not having been maintained and 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, etc.
PCS. 4. The seller's liability for damages can never exceed more than 10% of the part of the agreed purchase price that corresponds to the part of the delivery that is defective or delayed.
PCS. 5. The seller cannot be ordered to compensate indirect losses caused by defects in the item of sale. Indirect loss means i.a. operating loss, lost profit, or loss caused by leakage of refrigerant, including the seller is not obliged to refill the propellant. This clause applies both in the case of accidental damage and in the case of damage caused by simple negligence on the part of the seller.
§ 11 Product liability
PCS. 1. If an installation supplied by the seller or parts thereof causes damage to things that are mainly intended for commercial use, the seller can only be held liable if it is documented that the damage is due to an error committed by the seller. Liability for such property damage, including damage to things produced by the buyer, can amount to a maximum of DKK 500,000
PCS. 2. The seller is never liable for operating loss, loss of profit or other indirect loss.
PCS. 3. The buyer must indemnify the seller if the seller is held liable to a third party for damage or loss, to the extent that such liability extends beyond the limits set out above. In this connection, the buyer is obliged to be sued at the same court that processes a possible compensation claim against the seller.
PCS. 4. Should a third party raise a claim for compensation for product damage, the parties are obliged to mutually notify each other and report the claim to their insurance companies.
PCS. 5. The buyer is obliged to properly instruct any co-contractors about the characteristics of the delivered goods, to the extent that this cannot be assumed to be known, and to otherwise provide packaging, instructions, etc. with necessary descriptions and warnings. The buyer is also obliged, as far as possible, to ensure that a similar procedure is followed in subsequent sales stages.
§ 12 Freedom from liability - force majeure
PCS. 1. The following circumstances lead to freedom of liability for the parties if they prevent the fulfillment of the agreement or make fulfillment unreasonably burdensome: Labor dispute, strikes, lockout and any other circumstance beyond the control of the parties, such as, but not limited to, fire, war, mobilization or unforeseen military calls-ups, public orders, seizure, currency restrictions, riots and unrest, lack of means of transport, regularity in the supply of electricity, water and other sources of supply, general shortage of goods, cancellation of major works, as well as shortages or delays in deliveries from sub-suppliers, which are due to any of the circumstances mentioned in this point.
PCS. 2. The party that wishes to invoke freedom from liability or force majeure must notify the other party in writing of the occurrence and termination of the event without undue delay.
PCS. 3. Each of the parties is entitled to notify the other party in writing that the agreement is terminated when its fulfillment becomes impossible due to those in subsection 1 mentioned circumstances.
§ 13 Buyer's insurance obligation
PCS. 1. From the time when the risk passes from the seller to the buyer, the buyer is obliged to take out fully comprehensive insurance (Allrisk) on machines/machine parts and all assembly costs. The insurance must remain in force until final payment to the seller has taken place.
PCS. 2. Until payment has been made, the seller has the right at any time to demand documentation that para. 1 is fulfilled.
§ 14 Permits
PCS. 1. The buyer is responsible for obtaining the permits required for the completion of the delivery and bears the costs for this.
§ 15 Especially regarding assembly
PCS. 1. If assembly is covered by the purchase agreement, the conditions in this section 15 apply.
PCS. 2. The buyer must ensure that the assembly can be started at the agreed time, and that the buyer's own and other suppliers' work is organized in such a way that the seller's assembly can be completed in an uninterrupted period after the start. The buyer must ensure that everything is tidy so that assembly can begin without delay.
PCS. 3. If the assembly work necessitates changes or repairs to the buyer's existing buildings, fixtures or other facilities, it is the buyer's responsibility to provide for this and to bear the costs involved.
PCS. 4. The buyer must notify the seller of work mentioned in subsection 2-3 will have an influence on the implementation of the delivery, including whether the start-up date is postponed. If this is the case, the seller's delivery obligation is postponed accordingly. The seller's costs in connection with delays caused by the buyer's circumstances or the buyer's other suppliers must be covered by the buyer.
PCS. 5. If the buyer's own personnel must carry out the assembly under the direction of an assembly manager sent by the seller, the above also applies, and all necessary plant components must also be present.
PCS. 6. The buyer may not employ the seller's staff with work other than that which has been expressly agreed upon, without the seller having given his prior written consent to this. If the buyer, contrary to this, uses the seller's personnel for work other than that agreed in writing, the seller has no responsibility for the personnel or the work performed. Any liability according to DL 3-19-2 will thus rest with the buyer.
PCS. 7. The buyer makes the following available free of charge at the times the seller may request it: Auxiliary personnel, equipment and facilities for bringing in, internal transport at the assembly site, placing the parts on foundations, bolting, cleaning, guard, crane assistance, scaffolding, shielding, lighting, power, water, steam, compressed air, heat and oil etc.
PCS. 8. The buyer informs the seller of the applicable safety regulations at the assembly site, and the seller undertakes to instruct its dispatched staff to comply with these.
PCS. 9. Any work, as a result of the Buyer not wanting the installation started immediately after installation, will be considered as extra work.
PCS. 10. Delays and extra work will be settled separately according to daily rates.
§ 16 Choice of law and venue
PCS. 1. Disputes arising from the purchase agreement must be settled according to Danish law, excl. the choice of law rules.