General Terms and Conditions of Sale and Delivery
1. Introduction and contractual basis
These general terms and conditions of sale and delivery shall apply to the sale of goods, products and services of Ergolet ApS unless otherwise agreed in writing. Unless otherwise stated in the order confirmation, a quotation from Ergolet ApS or other written agreements, then the order confirmation, the underlying quotation and these general conditions, constitute the agreement.
Unless otherwise stated, all quotations from Ergolet ApS are merely to be considered as a request for a quotation and shall thus not be binding for Ergolet ApS. An agreement has been concluded and is binding for the parties when Ergolet ApS has forwarded a written order confirmation.
Ergolet ApS is located on Taarnborgvej 12 C, 4220 Korsoer, Denmark.
2. Prices and terms of payment
All prices are stated in DKK or EUR exclusive of VAT. In case of payment in another currency, the official exchange rate of the Nationalbank (the Danish central bank) on the invoice date shall apply. The customer shall pay any taxes, duties, bank fees or similar taxes imposed on the purchased service/product.
Unless otherwise stated in Ergolet ApS’ quotation, Ergolet ApS’ price list in force at any time applies or Ergolet Aps’ valid pricelist. Ergolet ApS can without notice and with immediate effect make changes in the price list. All prices in quotations are stated with reservation to increases of material prices, wages and changes due to statutory requirements, recommendations or instructions from public authorities etc.
Invoices are due for payment 30 days from the invoice date unless otherwise agreed. In case of late payment, interest rates will be charged in accordance with the Danish Overdue Payments Acts.
In case of non-payment, Ergolet ApS sends a payment reminder on a regular basis (approx. 10 days after the due date/previous payment reminder). On the second and third payment reminder, a reminders fee of DKK 100,- will be charged. If Ergolet ApS has not received payment 10 days from the third payment reminder, the payment will be handed over for debt collection. The customer’s payments will first be written off interest and expenses accrued.
3. Conditional sale
ANY SALE OF PRODUCTS, TO WHICH THE CUSTOMER ACQUIRES THE OWNERSHIP, IS A CONDITIONAL SALE (RESERVATION OF PROPERTY) AND IS THE PROPERTY OF ergolet aps until the customer has paid the full purchase price with interest and expenses accrued and any other costs regARding the product/service which has been paid by ergolet aps on behalf of the customer.
Until the ownership has passed to the customer, the customer is obligated to take proper care of the products including storing and maintaining the products as prescribed, to take out insurance for the products against fire, theft and water damage for the full amount and moreover to make no changes to the equipment without Ergolet ApS’ written accept hereto. Without the accept from Ergolet ApS, the customer shall not move, provide as security, let out, lend or in other way dispose of the products until the property of the products has passed to the customer.
The customer shall ensure that the products are available at any time for Ergolet ApS’ inspection for as long as the ownership of the products lies with Ergolet ApS.
4. Sales material
All property rights and intellectual property rights to production equipment, drawings etc. included in the sales material belong to Ergolet ApS.
Delivery takes place ex works, Inco Terms 2010, and unless otherwise agreed the customer shall arrange for the transportation. An exception hereto is small packages for which Ergolet ApS will arrange the transportation. The risk for accidental destruction of the products passes to the customer upon delivery. Unless otherwise stated in the order conformation, delivery is made when the products have been delivered to the customer or the customer’s carrier.
Pursuant to the following terms and conditions, the customer has the right of return of unused products. The below procedure must be used in case of the customer’s return of products. The customer’s right of return applies for 2 months from the invoice date, and the returned products must be returned in undamaged original packaging. The right of return applies for Ergolet ApS’ standard products and will thus not apply to products which Ergolet ApS has procured in accordance with the customer’s individual requests.
In case of return of products, Ergolet ApS charges a fee of 20% of the invoice price exclusive of price reductions if any. The customer pays all delivery costs and shall bear the risk for the delivery to Ergolet ApS.
When using the right of return, the customer must contact Ergolet ApS who will then inform the customer of the return order number. The return order number must be visible on the package when the product is returned to Ergolet ApS. A copy of the customer’s original invoice or delivery note must be enclosed with the returned product.
7. Statutory inspection
The customer shall be responsible for performing statutory inspections of the sold products in accordance with ISO 10535.
Repairs and replacement and spare parts will be invoiced in accordance with prices for the spare parts and the hourly and half hourly rates valid at the time.
9. Technical data and measurements
The stated measurements on technical data, drafts etc. are for guidance only.
The customer shall immediately upon delivery examine the delivered products for defects and to ensure that the delivered products are in accordance with the order confirmation as regards the quality and the quantity.
If the customer wishes to claim for a defect for which Ergolet ApS is liable, the complaint shall be made by written notice upon delivery or immediately after the defect has been observed.
If the customer has not made the complaint immediately, and no later than 12 months after the delivery, the customer’s right to claim defects no longer applies, unless the defect is covered by Ergolet ApS’ warranty in a separately agreed extended warranty period.
If defects in the delivered products are established before the expiry right to claim for defects, and are due to the construction of the products, then Ergolet reserves the right within a reasonable period, to remedy the delivered products by repairing the products at the customer or at the Ergolet ApS repair center or by subsequent delivery or re-deli-very.
Ergolet ApS provides a warranty on all its products. The warranty period varies depending on the specific product part in question. Please see the separate warranty period table. Ergolet ApS also provides a 12 month warranty on all in-house services and repairs.
12. Limitation of liability
Ergolet can in no situation be held liable for any indirect loss, including consequential loss, loss of earnings, costs to third party remedy and other similar indirect loss or damage. Ergolet ApS’ liability for damages shall in all circumstances be limited to 50% of the fee paid by the customer for the defective part of the delivery.
Ergolet ApS shall be liable for product liability in accordance with the legislation in force at any time, but shall not be held liable in any way to anything which goes beyond mandatory legislation.
Any product liability in accordance with Danish case law regarding damages shall thus be expressly disclaimed.
13. Force majeure
None of the parties can be held liable for conditions due to force majeure situations, including but not limited to war, riots, revolts, general strike, fire, natural calamity, currency restrictions, restrictions on import or export, power cut or power failure, long-term disease at key employees and force majeure situations at sub suppliers.
14. Applicable law and venue
The agreement shall be construed in accordance with Danish law. Any disputes regarding or arising from the agreement and the customer’s use of Ergolet ApS’ services shall be settled at the court of Næstved, Denmark in the first instance.