General Terms and Conditions of Sale and Delivery
1. Application and validity
1.1 The present General Sales and Delivery Conditions (hereinafter the "Terms & Conditions") are applicable to all deliveries of Sax Lift, VAT no. DK17326589 - intra Community VAT no. DK34197245, (hereinafter the "Company") unless otherwise agreed expressly in writing, including but not limited to sales and delivery of products, spare parts and related services for business Customers.
2.1 The Terms & Conditions, together with the company's offers and order confirmations represent the overall Agreement concerning the Company’s sales and delivery of products, spare parts and related services (hereinafter the "Agreement"). The Customer purchase conditions included in the order, or otherwise communicated to the Company, are only a part of the Agreement upon written acceptance by the Company.
2.2 Changes and additions. Changes and additions to the Agreement are applicable upon written confirmation between the parties. E-mail is a valid mean of notification of the confirmation of the changes.
2.3 Validity of quotation. The validity of the quotation is subject to the approval of the company´s headoffice (Sax Lift A/S, VAT no. DK17326589 - intra Community VAT no. DK34197245, Engvej 10, 6600 Vejen, Denmark).
3. Products, spare parts and related services
3.1 All Products and spare parts, sold by the Company and delivered to the customer, are new, CE-marked, and comply to EN 1570 upon delivery.
3.2 Other services. Related services that the Company sells and supplies to the Customer in connection with the sale and delivery of products or spare parts are carried out correctly and meet EN 1570 upon delivery.
3.3 Limitation of Liability. Products, spare parts and related services are intended to be used by the customer in accordance and within the specific limitations of the product defined in the instruction Manual. Notwithstanding any opposing terms in the Contractual Agreement, the Company is not responsible for any third party loss, for example, but not limited, loss of business or penalties, or damage related to the use of the product. The Customer shall indemnify the Company, to the extent that the company had to incur liability for such loss or damage.
4. Price and payment
4.1 Price. The price for the products, spare parts and related services are consistent with the Company's price list at the time the Company confirms the customer's order, unless the parties have made separate written agreement. All prices are exclusive of VAT.
4.2 Payment. Customer shall pay all invoices for products, spare parts or related services not later than 14 working days from the date of the invoice, unless the parties have made separate written agreement.
4.3 Retention. The Products and spare parts sold by the Company and purchased by the Customer remain property of the Company until the entire Invoice amount is paid by the customer and received by the Company.
5. Delayed payment
5.1 Interests. In the event the customer fails to pay, in due time, an invoice for products, spare parts or related services, due to reasons beyond the Company responsibility, the Customer, further to the amount due, will be liable to pay to the Company a penalty interest at the rate of 2% per month of the amount due each month from the due date and until payment is made.
5.2 Termination. If the customer fails to remit to the Company the total or partial amount of an overdue invoice for products, spare parts or related services within 14 calendar days after receipt of a written request for payment from the Company, E-mail is a valid mean of notification of this notifications, the Company has, beyond the application of penalty interest, according to section. 5.1, the right to: (i) terminate the contract related to invoice not fully paid, (ii) terminate any other existing contract with the customer, and apply netting/set-off rules in case the customer has made prepayment for any existing Contract not yet delivered by the Company, or request advance payment for any existing or future Agreement/Contract and / or (iii) make other remedies prevail.
6. Quotations, orders and order confirmations
6.1 Quotations. The company's quotation is valid for 4 weeks from the date of the quotation unless otherwise stated in the offer. Orders received from the Customer after the quotation has expired are not binding for the Company unless the Company and the Customer have made a specific separate agreement.
6.2 Orders. Orders can be placed by the Customer in writing, via E-mail, or by phone. Each order by the Customer must contain the following information for each ordered product, spare part or related service: (i) Order number, (ii) number of items, (iii) Quantity (v) Price, (vi) Payment terms, (vii) Delivery Date, (viii) delivery address, (ix) Invoice Address, Terms of delivery and E-Mail address to which the invoice must be sent.
6.3 Order confirmations. The Company strives to provide confirmation or refusal of an order for products, spare parts or related services to the Customer in writing / via E-mail within 3 working days after receipt of order. Confirmations and refusals must be in written in order to bind the Company.
6.4 Changes of orders. The customer cannot modify a pending order for products, spare parts or related services without the Company's written approval.
6.5 Mismatched conditions. If the Company’s order confirmation for products, spare parts and related services does not match the customer's order or agreement, and the customer does not want to accept the inconsistent conditions, the customer must notify the company in writing within 3 working days following receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation, and committed to pay relevant invoices.
7.1 Delivery terms for all products and spare parts sold by the Company are - Incoterms DAP 2010.
7.2 Delivery. The company provides all sold products, spare parts and related services within the delivery terms indicated in the Company’s order confirmation. The Company has the right to deliver the products and spare parts to the customer in advance to the agreed delivery time unless the parties have agreed otherwise
7.3 Duty to examine. The Customer must examine all products, spare parts and related services as these are delivered. The customer must notify immediately the Company or at the latest within 5 working days upon the delivery of the Products any issue or defect. Any issues or defects reported to the Company after the allowed notification time cannot be claimed.
7.4 Return right. Standard lift tables and mobile lift tables: No return right unless there is a separate written agreement. Customized lift tables and mobile lift tables: Customized lift tables and mobile lift tables cannot be returned.
8. Delayed delivery
8.1 Notifications. In the event the Company foresees or expects the delivery dates (as per Agreement) of products, spare parts or related services, cannot be respected, the Company must provide immediate notice, explanation for the cause of the delay and new expected delivery date to the Customer. E-mail is a valid method for these notifications.
8.2 Termination by the Customer. In the event the delivery of the products, spare parts or related services are expected to be delayed for more than 14 working days after the agreed delivery date due to reasons beyond the Customer responsibility and delivery does not take place within a reasonable period set by the Customer of at least 14 working days, the Customer can cancel orders that are affected by the delay, without further notice in writing to the Company. The customer has no other rights in the event of late delivery.
9.1 Limited Warranty. The company guarantees that the products, spare parts and related services are free from significant defects in design, material and workmanship for 12 months after delivery. Spare parts replaced under warranty are covered by a 12 month warranty as of the date of the replacement but cannot exceed 24 months from the original delivery.
9.2 Normal wear and tear. The warranty does not cover all and any parts that are subject to normal wear including but not limited to gaskets and defects due to normal wear and tear. The following actions will also render the warranty void and null: (i) exceeding or operating the lift table, designed to lift its nominal weight evenly loaded, as indicated in the instruction manual, for a maximum of 10 times per hour for 8 hours a day at a room temperature not exceeding 50 degrees C), (ii) storage, installation, use or maintenance contrary to company instructions or general practice, (iii) re-pair or alteration done by other than the Company, and (iv) other factors that Company is not responsible for.
9.3 Notification. The customer must report any issue or defect of the product to the Company in writing. Claims for defects not reported in writing will not be taken into account. The Customer, upon request by the Company, will also have to provide to the Company sufficient details, explanation, information in relation to the reported issue/defect.
9.4 Examine. The Company, upon receipt of written notification of an issue or defect, will, within a reasonable time in order to examine the claim, confirm to the customer, whether the claimed issue or defect is covered by the warranty. The customer shall, upon request by the Company, send the defective parts or lift tables / mobile lift table to the Company. The Customer will bear all transport costs and any insurance cost if deemed necessary by the Customer. The lifetables/mobile lift tables, parts will travel at Customer risk and responsibility from the Customer location to the Company. In the event the issue and/or defect is covered by the warranty, the company will bear the transport costs, and any insurance cost if deemed necessary by the Company, for the delivery to the Customer. The lift tables, mobile lift tables and/or parts will travel at the Company risk and responsibility from the Company back to the Customer.
9.5 Repairs. Withstanding clause 9.4 The Company will (i) repair or replace the defective parts of lift tables with return right, (ii) send the requested spare parts to the Customer, who will thereafter replace the defective part/s.
9.6 Termination. Withstanding clause 9.4, where the Company fails to repair or replace the defective part/s covered by the warranty within a reasonable time , due to reasons beyond Customer control, and the defect or issue is not fixed within a reasonable period of maximum one month after the company has received back the defective product/s, the Customer, providing immediate and written notice to the Company, is authorized to cancel the Agreement relative to the defective product/s only and is entitled, in case the product/s had already been paid by the Customer, to a full reimbursement of the product/s, excluding transport costs etc. for which the Customer will remain accountable for. No further warranty or guarantee except the one indicated at point 9 of the present Terms & Condition, is provided to the Customer in relation to issues, damages or defects in products, spare parts or related services.
10.1 Responsibility. Both parties are responsible for their own acts and omissions under the law applicable within the limits of the Agreement.
10.2 Product liability. The current rules in Danish law are applicable to product liability. Unless otherwise provided by law Sax Lift A/S shall not be liable for loss of profits or other indirect or consequential damages.
10.3 Limitation of Liability. The responsibility of the Company, towards the Customer, cannot exceed the price of the ordered products (e.g. lift table / mobile lift table) regardless of any opposing terms in the Agreement.
10.4 Indirect losses. Regardless of any opposing terms in the Agreement, unless otherwise provided by law, the Company is not responsible for operating loss, profit loss or other indirect loss or damages.
10.5 Force majeure. Notwithstanding any opposing terms in the Agreement, the Company is not liable to the Client in case of lack of fulfillment of obligations that can be attributable to force majeure. The liability persists as long as force majeure exists. Force majeure conditions are outside the Company's control and responsibility and could not have been foreseen in the Agreement. Examples of force majeure but not limited to are unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.
11. Intellectual property rights
11.1 Ownership. The full ownership of all intellectual property rights concerning products, spare parts and related services, including patents, designs, trademarks and copyright belong to the Company.
11.2 Violation. If the delivered products or parts infringe any third party intellectual rights, the company on its own account: (i) ensure the customer the right to continue using the infringing products or spare parts, (ii) modify the infringing products or spare parts so that they non-infringing, (iii) replace the infringing products or parts with some that do not infringe, or (iv) repurchase the infringing products or spare parts for the initial net purchase price less 10% per year since delivery. The customer has no other rights in connection with products, parts or related benefits infringement of third party intellectual property right.
12.1 Disclosure and use. The customer may not pass on or use or enable others to use the company's trade secrets or other information of whatever nature, which is not publicly available.
12.2 Protection. The customer must not make improper gain or attempt to gain knowledge or disposal of the Company confidential information as described in section. 12.1. The customer must treat and store the confidential data to prevent these to even accidentally reach third party or public knowledge
12.3 Duration. Customer's obligations, according to the sections 12.1 to 12.2, must be applied in trades between the parties and without time limits after the termination of the trade, regardless of the reason for the termination.
13. Applicable jurisiction and law
13.1 Applicable law. Trade between the Parties are in all respect subject to Danish law.
13.2 Jurisdiction. Any dispute between the Parties regarding the interpretation and extent of these terms and conditions of sale and delivery shall be settled at a Danish court.