General sales and delivery terms for Scandinavian Transformer/TransElectro

 

1. APPLICATION

1.1

Scandinavian Transformer/TransElectro’s sales and delivery terms are binding on the parties and thereby override all agreements and practices that are contrary to the terms, including terms prepared and forwarded by the purchaser, unless otherwise stated in the order confirmation forwarded by Scandinavian Transformer/TransElectro.

2. ENTERING INTO THE CONTRACT

2.1

Scandinavian Transformer/TransElectro will, at the earliest, be bound by statements issued by Scandinavian Transformer/TransElectro, no matter how these are characterised, once Scandinavian Transformer/TransElectro has sent its confirmation of an order. The contract is finally entered into when Scandinavian Transformer/TransElectro has sent its confirmation of the order, although Scandinavian Transformer/TransElectro is entitled to retract this until such time as the confirmation of the order has come to the knowledge of the purchaser.

3. AUTHORITY

3.1

No independent person/company, such as an agent, representative or broker, is authorised to bind Scandinavian Transformer/TransElectro without a written contract to this effect.

4. PRICES

4.1

All information and data to be found in Scandinavian Transformer/TransElectro’s product information material and price lists is only binding to the extent that the contract expressly refers to them.

4.2

All prices in relation to pricelists drawn up by Scandinavian Transformer/TransElectro are today’s prices, excluding VAT, other official charges and dispatch packaging. Scandinavian Transformer/TransElectro retains the right to change its price lists and catalogue material without notice.

4.3

If rises of more than 5% occur in production and delivery costs and in the prices of Scandinavian Transformer/TransElectro’s suppliers in the time up to the delivery, Scandinavian Transformer/TransElectro is entitled to adjust the price in respect of these documented rises in costs.

4.4

Likewise, the price is based on the rate of exchange applying at the time of entering into the contract.

Changes of more than 5% to the rate of exchange nevertheless entitle Scandinavian Transformer/TransElectro to adjust the price.

5. DELIVERY CONDITIONS

5.1

Delivery takes place Incoterms EXW Skierniewice, after which the purchaser, when the item is finished and ready for delivery, bears the risk of all costs of delivery, including transport costs. The purchaser is obliged to provide information in good time on which method of dispatch he wishes to use. Otherwise Scandinavian Transformer/TransElectro is entitled to choose the means and route of transport.

5.2

If, instead of stating a specific time of delivery, the parties have stated a period of time during which the delivery is to take place, this period of time is deemed to run from the time the contract is entered into on the condition that all technical details and formalities for the execution of the order exist at that point in time. Otherwise the delivery time is reckoned from the point in time when all matters have been settled.

5.3.

In the event of delayed delivery, Scandinavian Transformer/TransElectro is obliged to immediately advise the purchaser of this and the purchaser is entitled to cancel the contact and demand compensation if the delay is considerable. Considerable delay cannot be deemed to occur until at least 30 days from the agreed time of delivery. The purchaser may not, however, assert the rights mentioned if the delay was due to the purchaser’s or a subsupplier’s circumstances. The purchaser may not, under any circumstances, demand compensation for indirect losses, including loss of use, operational losses and assert any additional rights.

5.4

In the event that a purchaser does not accept delivery at the time of delivery, including failing to fulfil his obligation to pick up the delivery, Scandinavian Transformer/TransElectro is entitled to cancel the contract and assert its right to compensation. Scandinavian Transformer/TransElectro is, furthermore, entitled to sell off or store the goods on behalf of the purchaser. In the event of storage the goods are left at the customer’s risk.

5.5.

The return of goods and packaging may only take place following prior written agreement and will, in any such case, be at the customer’s expense. Pallets, cases or other packaging that is debited separately will not be credited.

6. PAYMENT TERMS

6.1

Payment is to be made in cash on receipt of the item (COD).

6.2

In the event of delayed payment, interest will be added at 2% per month entered into calculated from the due date and until such time as payment is made.

6.3

The purchaser is not entitled to use the purchase amount or any part thereof for setting off, just as any complaint from the purchaser in accordance with point 10 does not entitle the purchaser to hold back the purchase amount.

6.4

The right of ownership to the goods sold remains with Scandinavian Transformer/TransElectro until the entire purchase amount is paid. Scandinavian Transformer/TransElectro is entitled to take back the sold goods if the purchaser entirely or partly fails to fulfil his payment obligation.

The acceptance of bills of exchange of any other payment obligation is not considered payment until full redemption has taken place.

6.5

If the purchaser fails to meet one or more of the obligations stated, including his obligations in accordance with point 5, Scandinavian Transformer/TransElectro is entitled to cancel the agreement, sell the item at the purchaser’s expense to another party and/or assert its right to compensation.

7. INSPECTION AND TESTING

7.1.

All Scandinavian Transformer/TransElectro’s products are carefully inspected and tested at the factory prior to delivery. Acceptance tests are carried out during normal working hours. If technical requirements for the test are not specifi ed in the contract, this is to be carried out in accordance with usual practice in the Danish electronics industry.

7.2

The purchaser has the right to be present at the acceptance test if he expresses an interest in doing so.

7.3

If, during the acceptance test, the product is shown to be not in accordance with the contract, Scandinavian Transformer/TransElectro is to ensure as quickly as possible that the product is brought into line with the contract.

7.4

Scandinavian Transformer/TransElectro bears all costs of acceptance tests that are carried out at the company. The purchaser, however, bears all travel and subsistence costs for his representative in connection with their participation at acceptance tests.

7.5

If the purchaser desires an examination that is more extensive than Scandinavian Transformer/TransElectro’s customary acceptance tests, the specification of the test desired is to be approved by Scandinavian Transformer/TransElectro when entering into the contract.

Scandinavian Transformer/TransElectro will require a special fee for such a test.

7.6

If the acceptance test is to take place at the premises of the purchaser, this is to be agreed separately when the contract is being entered into and the purchaser bears all costs for the arrangement of the acceptance test, including transport and costs of arranging for the participation in the test of Scandinavian Transformer/TransElectro’s representatives.

8. GUARANTEE/RESPONSIBILITY

8.1

Scandinavian Transformer/TransElectro offers a one-year guarantee on all products delivered from the date of delivery. If item supplied is used more intensively than agreed or could have been assumed when the contract was entered into, the guarantee period will be shortened proportionately.

8.2

The guarantee only covers products that are demonstrably essentially defective or deficient resulting from defective performance or use of poor materials that are supplied by Scandinavian Transformer/TransElectro.

The guarantee only applies if the items are properly stored and have been used correctly and for conventional use by the purchaser according to Scandinavian Transformer/TransElectro’s specifications. Scandinavian Transformer/TransElectro is not responsible for defects and faults that are due to defective maintenance, incorrect installation carried out by the purchaser, changes carried out without Scandinavian Transformer/TransElectro’s written approval, or repairs that the purchaser has executed in a defective manner. The guarantee does not cover normal wear and tear and deterioration as a result of aging.

8.3

If products or intermediate products consist of non-Scandinavian Transformer/TransElectro made products, Scandinavian Transformer/TransElectro is only responsible to the extent that its suppliers have undertaken a guarantee without regard for the provision stated here in point 8.

8.4

The guarantee issued by Scandinavian Transformer/TransElectro does not cover defects occurring in material provided by the purchaser or constructions stipulated or specified by the purchaser.

8.5

If the product is significantly defective or deficient, Scandinavian Transformer/TransElectro is only obliged to rectify the deficiencies. Scandinavian Transformer/TransElectro is entitled to choose whether to rectify the deficiency, to supply a replacement, give a proportionate reduction in the price, or pay compensation.

Transport, insurance, travelling, installation and other costs in the event of correction or supplying a replacement are paid by the purchaser. If Scandinavian Transformer/TransElectro chooses to pay compensation, Scandinavian Transformer/TransElectro’s liability is limited to a maximum of the invoice price of the defective item.

Under no circumstances can Scandinavian Transformer/TransElectro be held liable for compensation for indirect losses, including loss of use, operational losses and loss of earnings.

8.6

If Scandinavian Transformer/TransElectro chooses to carry out the replacement of defective parts, the components replaced will become the property of Scandinavian Transformer/TransElectro.

8.7

If the repairing of defects, including the replacement of components leads to involvement with items other than those supplied by Scandinavian Transformer/TransElectro, the labour and costs of this are nothing to do with Scandinavian Transformer/TransElectro.

8.8

In the case of components that are replaced or repaired, Scandinavian Transformer/TransElectro offers a one-year guarantee from the date of repair as stated above at point 8.1. On the other hand, the guarantee period for other elements of the product is not extended.

8.9

Regardless of what is stated above, Scandinavian Transformer/TransElectro’s responsibility for any part of the supplied product will not apply for more than two years from the date of delivery.

9. FORCE MAJEURE

9.1

Scandinavian Transformer/TransElectro is not liable for compensation in respect of unsatisfactory performance of its obligations if Scandinavian Transformer/TransElectro can establish that this was due to a hindrance beyond Scandinavian Transformer/TransElectro’s control, such as a strike, lock-out, ban on exports or imports, embargo, exchange controls, delayed or insuffi cient supplies of materials from subsuppliers, production standstill, lack of power or transport facilities, fire, war, rebellion or force majeure in general.

9.2

In such events Scandinavian Transformer/TransElectro is entitled to extend the delivery time correspondingly or to cancel the contract. As soon as the hindrance has ceased, each of the parties is bound in accordance with the contract unless Scandinavian Transformer/TransElectro has previously cancelled the contract. A hindrance of more than 6 months entitles either of the parties to cancel the agreement.

9.3

In the event that a force majeure situation arises, Scandinavian Transformer/TransElectro undertakes to immediately inform the purchaser of this.

10. OBLIGATIONS IN THE EVENT OF COMPLAINTS AND CAVEAT EMPTOR

10.1 The purchaser is obliged to examine the item immediately following receipt and to complain about any defect no later than 8 days after receipt. If the purchaser does not observe the stated time limits, the customer loses his entitlement to contend that the item is defective.

11. PRODUCT LIABILITY

11.1 Scandinavian Transformer/TransElectro is only liable for injuries to a person or object caused by Scandinavian Transformer/Transelectro’s products if it can be shown that the injury was due to a fault or omission in a product supplied by Scandinavian Transformer/TransElectro and it can be shown that product is defective, that the injury is due to this defect and that there is a causal relationship between the injury and the defect.

11.2 Scandinavian Transformer/TransElectro is, moreover, not liable for damage to fixed property or personal effects that occur while the products is in the purchaser’s possession, or liable for damage to items that have been produced by the purchaser, and of which Scandinavian Transformer/TransElectro’s products form a part.

11.3 Scandinavian Transformer/TransElectro is not responsible for operational losses, loss of time, loss of profi ts, loss of earnings or any other indirect loss.

11.4 In the event that Scandinavian Transformer/TransElectro has a liability imposed upon it that extends beyond the aforementioned liability, the purchaser is bound to indemnify Scandinavian Transformer/TransElectro in this respect.

The purchaser is bound to agree to having an action brought against him at the same court/ court of arbitration dealing with the matter of Scandinavian Transformer/TransElectro’s product liability.

12. PROTECTION OF RIGHTS

12.1

The purchaser does not acquire any right to Scandinavian Transformer/TransElectro’s industrial rights through the present contract, and the purchaser is not authorised to misuse information about the product and/or use the product in a way that infringes upon Scandinavian Transformer/TransElectro’s rights.

13. DRAWINGS AND DESCRIPTIONS

13.1 All drawings and technical documents concerning the product or its production that are handed over to the purchaser before or after the contract is entered into, belong to Scandinavian Transformer/TransElectro and cannot be used, without permission from Scandinavian Transformer/TransElectro, for any other purpose than installation, starting up, operation and maintenance of the product. Furthermore, the material mentioned must not, without permission, be used, copied, reproduced, handed over or in any other way brought to the knowledge of a third party. On request from Scandinavian Transformer/TransElectro, the material is to be returned.

13.2 Scandinavian Transformer/TransElectro commits itself, at the request of the customer on delivery, to supplying the purchaser, free of charge, with a copy of information and drawings that that are sufficiently detailed for the purchaser to carry out the installation, starting up, operation and maintenance of all parts of the product. Scandinavian Transformer/TransElectro is not, however, bound to supply the material that forms the basis for the production of the product.

14. APPLICABLE LAW AND ARBITRATION

14.1 Any disputes that arise in connection with this agreement are to be resolved in accordance with Danish rules of law. Disputes cannot be brought before the ordinary courts, but are to be resolved through arbitration.

14.2 Each of the parties is to choose a specialist arbitrator, who will jointly select a chairman. The chairman is to be a lawyer. If no agreement can be reached on a chairman, the latter will be appointed by the President of the Maritime and Commercial Court in Copenhagen.

If one of the parties does not appoint its arbitrator no later than 14 days after receiving a request to do so from the other party, the arbitrator will be appointed by the President of the Maritime and Commercial Court in Copenhagen.

The court of arbitration will itself lay down the rules of procedure and, in this connection, which of the parties is to bear the costs of the case.

The decision of the arbitration court brings the case to a conclusion and cannot be brought before the courts.