Terms of sale & delivery:

Unitron a/s

 

General:

The following General Terms of Sale and Delivery shall apply to all agreements concluded between Unitron a/s (US) and the Purchaser, and any departure therefrom shall be subject to agreement in writing.

In the event of disagreement between the Purchaser’s purchasing conditions and these Terms of Sale and Delivery, the following terms shall apply.

 

Quality of raw materials:

In the absence of written agreement to the contrary between the Parties, US shall use raw materials of ordinary standard quality.

 

Prices:

US shall be bound only by such prices as appear upon written order confirmations.

The comfirmed prices apply only to the confirmed number of units.

In the event of the Purchaser failing to take delivery of the confirmed number of units, US reserves the right to alter the prices.

Where the time of delivery is more than 90 days from the date of the order confirmation, US reserves the right to alter the price by a proportion such as any change in raw material prices, salaries and wages justifies.

 

Currency:

Where the selling price has been arranged in a currency other than DKK, any fluctuation of more than 1% in the rate of exchange , between the time of confirmation of the order and the time of payment, shall entitle US to adjust the selling price.

 

Payment:

Payment shall be made in accordance with the confirmed Terms of Payment.

US reserves the right to alter the Terms of Payment upon the receipt of information indicating that the solvency of the Purchaser has been impaired.

Any payment after the due date shall invoke a charge of interest to be debited at US’s prevailing interest rate, which appears from the order confirmation.

Any delay in payment shal entitle US to withhold further deliveries and shall release US from further contractual obligation.

Any failure to effect payment shall cause all amounts owing to become immediately due and payable.

The Purchaser shall not at any time be entitled to withhold any portion of the purchase price by way of security for the fulfilment of any counterclaim, including claims deriving from complaints or warranty commitments.

 

Ownership reservation:

All supplies shall remain the property of US until payment thereof has been made in full.

 

Delivery:

The Terms of Delivery stated in the order confirmation shall be interpreted in accordance with the most recent revision of INCOTERMS.

 

Time of delivery:

 

The time of delivery shall apply subject to force majeure, cf. below, in which case the Purchaser shall not be entitled to cancel the purchase. Where the delay is due to other circumstances, the Purchaser shall have the right to cancel the purchase if the delay is deemed to be material and US has failed to deliver within 30 days after having received a demand in writing to that effect.

The Purchaser shall not under any circumstances have the right to demand compensation for delays, whether or not such delay is attributable to US.

 

Extent of delivery:

US shall be entitled to deliver +/- 10% of the confirmed quantities.

All indications of weight are approxim and are stated by US according to its best judgment, but subject to alteration.

 

Intangible rights:

All designs, drawings, models, engravings, etc. shall belong to US, except where US has notified the Purchaser in writing that this is not the case.

The Purchaser shall be liable for all costs and claims arising out of infringed copyright, patent, trademark, and design rights, and other intangible rights, if the products are made - wholly or partially - in accordance with specifications and other instructions issued by the Purchaser.

 

Cancellation & alteration:

Any cancellation or alteration to an order shall be subject to US’s approval in writing.

 

　

Complaints:

Upon delivery by US the Purchaser accepts responsibility to examine forthwith the goods to verify that they are free from defects. This duty extends to include the physical and chemical qualities of the products.

The Purchaser shall notify US in writing of any defects without undue delay after the defects was noted, or should have been noted, subject to a maximum of 2 weeks after delivery.

 

Defects:

If the consignments fails to conform to the information provided by US, or if it is not customary quality for the relevant product designation, US shall effect replacement delivery free of charge.

 

　

Product liability:

US accepts liability for damage or injuri caused by the products (product liability) only where it can be shown that such damage or injuri was caused by errors or negligene on the part of US.

Notwithstanding the above, US shall not be liable for consequential loss, loss of wages, or other indirect loss.

US’s liability for damage to proberty shall not exceed DKK 50.000.

US shall be liable for a period of 1 year only, from the sale of the goods to the Purchaser for such damage or injury as the product may cause.

Futhermore, US shall not be liable for damage to products manufactured by the Purchaser.

In the event that, in connection with the Purchaser’s use or resale of US’s supplies, product liability towards any third party shall be imposed on US, the Purchaser shall hols US not liable and indemnified to the same extent as US’s liability is limited hereinabove.

US and the Purchaser are mutually bound to allow themselves to be sued before the court of law which hears claims for compensation raised against either of them by reason of damage or injury caused by such supply.

 

Force majeure:

The following circumstances shall exempt from liability if they prevent the performance of the agreement or render such performance unreasonably onerous, whether they affect US or one of US’s sub-suppliers:

Force majeure, including war, mobilization, civil unrest, natural disasters, any strikes, lockouts or situations alike, lack of raw material supplies, restrictions on motive power, fire, damage to production facilities, lack of transport facilities, import and export bans, currency restrictions, lack of labour, or any other event which hinders or limits the usual production process.

In the event of force majeure US shall have the option to cancel the transaction or parts thereof or to deliver as soon as the obstacle to normal delivery has been eliminated.

 

Venue & applicable law:

Any dispute between the Parties shall be settled in accordance with Danish Law and the venue shall be the Court of Horsens.