terms of sale and delivery for Delfi Technologies A/S

§1. Validity

These terms of sale and delivery shall apply to any quotation and delivery unless other conditions have been expressly approved in writing.
The way Delfi Technologies A/S appears as a seller is described in the following text.
 

§2. Prices

Statements of prices in catalogues, price lists etc. are for guidance and may be changed at any time without previous warning.

1) Statement of prices in quotations are only obligated for definitive and binding orders 30 days after seller has quoted for the products, unless other conditions have been approved in writing in the quotation.

2) If price statements in quotations and acknowledgement of orders are based on the stated exchange rate (basis rate) of the quotation/acknowledgement of order, and if the exchange rate on the delivery day differs +/-2 % from the basic rate, Delfi Technologies A/S reserves the right to percentage regulate the invoice price equivalently. This rate regulation is definitive.

3) Any price statement is based on current tariff rates, other public duties and taxes fixed by law on the time of the statement. In case of alterations of those the price will be regulated equivalently.

4) If delivery is deferred as a result of a demand from the purchaser, or conditions that must attribute to purchaser, the invoice will be charged to the current price on the delivery date.

5) Unless other conditions have been stated, the prices are ex seller’s stock.

6) All prices are excluding VAT.

§3. Orders:

On orders that have been placed by telephone, fax, post or e-mail, the following must be stated: Name of company and address, telephone number, VAT number, contact person, item number (Delfi’s), amount, requisition number and possible comments.

§4. Time of delivery

The time of delivery is calculated from the latest time of following points:

1) Seller’s receipt of an order from purchaser. If the order contains terms that differ from seller’s quotation, the date of the final clarification of disagreements between the parties is in force.

2) Seller’s receipt from purchaser of complete technical specifications which may be necessary for the completion of the delivery. For instance, seller’s approval of the detail specification for customer specified software.
The receipt of payments in advance or payments on account which might have been agreed between the parties.

3) The delivery time shall be determined by the seller by applying his best judgement on delivery information obtained from the supplier concerned. The seller is not liable for any possible delays that exceed the manufacturer’s standard conditions.
The standard conditions of the manufacturer will be stated to purchaser on demand.
Unless otherwise has been agreed, any deferred delivery within two weeks because of seller’s conditions in every respect, will be considered as a punctual delivery. In that way, purchaser cannot maintain a remedy for lack of conformity against the seller.

4) If a delay is caused by circumstances where the seller is in a situation specified in §4.7, the delivery time shall be postponed by the duration of the obstacle. If, however, the obstacle persists for more than three months, each party shall be entitled to cancel the contract without incurring any liability. This provision is used regardless of whether the cause of the delay arose before or after the agreed delivery time

5) In above mentioned cases, the seller shall inform the purchaser immediately regarding changes of the delivery date.

6) Time of delivery and production (programming etc.) is for any order stated with reservations of force majeure, such as strikes, lock-out, war, riots, fire, restrictions on import/export, shortage of goods or circumstances that make the fulfilment of the agreement unfair onerous.
The reservation includes delays or defective deliveries from subcontractors due to the above mentioned circumstances.

7) Delivery times for stock goods are stated subject to the goods being unsold.

§5. Terms of payment:

The payment shall be made within 8 days after the date stated on the invoice if purchaser is credit approved. If purchaser does not have a current account, the delivery will be made by COD/ payment in advance due to administrative reasons.

1) If payment is made after the date on which it is due, the seller is entitled to charge 2 % interest on the actual outstanding debt from the date it is due per fraction of a month. For written reminders, a fee on 50,- DKK is charged to cover costs.

2) If delivery is deferred due to purchaser’s failure in the performance of an obligation, purchaser is obliged to make any payment to seller as if the delivery had taken place at the time agreed, unless the purchaser has been informed otherwise by the seller in writing.

3) Purchaser is not entitled to set any counterclaims against the seller that have not been accepted by seller in writing, and has no rights to withhold any part of the purchase price because of counterclaims of any kind.

4) The borrower pays for consume materials and freight of loaned equipment. The equipment shall be returned in the original intact packing with every accessory. The lender reserves the right to invoice missing accessories or damaged equipment and packing.
The lender shall at any time make sure that the loaned equipment is properly insured.

5) For customized software, the following terms of payment are in force:
30 % by placing an order
55 % by delivery
15 % 14 days after delivery
Concerning the time of delivery/payment on account, please see §4.3

§6. Reservation of property:

The seller reserves the property of the goods supplied with the limitations that is a result of mandatory rules of law, until the entire purchase price including accrued costs is paid to seller or to the person whom he has carried his right to.

§7. Property rights for Delfi Technologies A/S software

The property right for software source codes belongs to the seller. The purchaser takes over the right of using the software by purchase.
Apart from this, please see contract terms by issue of license of Delfi Technologies A/S developed software.
 

§8. Complaints and defects:

Seller’s liability for possible errors or defects in delivered products within 12 months of the delivery date is limited with reference to the stated points 1 to 4 below.

1) Repairs will take place at seller’s address. The purchaser arranges the sending of the product in original packing to seller with description of defects and documentation for purchase in the form of an original invoice with serial number. If the seller does not ascertain any defects on it, he reserves the right to invoice the purchaser for the time used on inspection and the return transport to purchaser.
Purchaser defrays shipment cost to seller who defrays shipment costs back to purchaser.

2) If exceptional circumstances plead for it, including purchaser’s stated demand or the art of the material; the repair will take place on the installation address. In such cases, seller may claim for compensation from purchaser for travel time, travel costs, and allowances to current rates while repair time and replacement parts are at seller’s own expense within the period of complaints.

3) Seller’s obligations within the 12 months do not include mistakes caused by a prescribed construction or execution by the purchaser, changes made by purchaser without seller’s stated perceptiveness in writing, wrong repairs made by purchaser or on his request, wrong installation or handling, defective maintenance or other conditions that are attributed to purchaser. Seller’s warranty obligations do not include reduction caused by wear or antiquity.

4) Except from cases that might go under point 1, possible complaints shall be made in writing no later than 8 days after the receipt of the goods. If the purchaser has ascertained or ought to ascertain the defect and he fails to forward a complaint to the seller as described herein, he will lose his right to invoke the defect.
Seller alone decides whether he chooses to make adjustments, repairs or a replacement delivery within a reasonable time limit.

§9. Damages & product liability:

In case of any damages on persons and things caused by defects on the products delivered by the seller, the seller is only liable with reference to Danish law of product liability. Seller is not liable for damage on things, including damage on products or property where the sold goods are involved.
Seller is not liable for loss of production, loss of profit, loss of data, or any other indirect loss.

1) In case of delay in delivery, production (programming etc.) and installation, where this is not caused by circumstances that can be attributed to purchaser or, as described in the stipulations above, the seller is not liable for loss of production, loss of profit, loss of data, or any other indirect loss.

2) If any defects are discovered on products, the seller is never liable for loss of production, loss of profit, loss of data, or any other indirect loss.

3) A claim for damages to the seller cannot exceed the invoice amount of the sold objects.

4) The seller is only liable by rules of Danish legislation on obsolescence of the damages that the product might cause.

5) Seller’s purchaser is obliged to indemnify the seller of the liability the seller might get in the extent where the liability exceeds the limits that have been determined in the stated terms. If so, purchaser is obliged to be sued by the court which also handles a claim for compensation against the seller.

6) For software, the terms above include product liability

§10. Return of goods:

Return of the goods shall generally only be accepted by the seller subject to prior contract.
Cancellations of orders are not accepted for goods that are not in stock or that have been purchased especially for the partner, unless our suppliers accept cancellations. Any cancellation is charged with a fee on 15% of the value of the open order. Accept from seller must be in writing.

§11. Catalogues, descriptions, export:

Any information about weight, dimensions, capacity, and technical data in catalogues, descriptions, prospectus, advertisement etc. is for guidance, and is only binding to the extend which it is referred to in quotations and/or acknowledgement of orders.
For materials that, according to their kinds, demand a special documentation with reference to fitting, connection, operation and/or maintenance, the seller will supply purchaser with such documentation free of charge no later than the delivery of the material.

§12. Disputes:

Any disputes between the parties shall be settled by the Danish law in Køge (venue).
03/2008

 

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