Sales and delivery terms and conditions

1. e-l-m Kragelund A/S’ Terms of sale and delivery

1.1 Unless otherwise agreed, these terms of sale and delivery shall apply (together with NL92 in cases where the Customer is domiciled in Denmark, Norway, Sweden or Finland) to all agreements (hereafter Contracts/the Contract) between e-l-m Kragelund A/S (e-l-m) and e-l-m’s customers (hereafter the Customer) buying products (here after Products/the Product) from e-l-m or e-l-m’s delivery of Products. In the event of any discrepancy between these terms of sale and delivery and NL92 (in cases where the Customer is domiciled in Denmark, Norway, Sweden or Finland), the present terms of sale and delivery shall apply.

In cases where the Customer is not domiciled in Denmark, Norway, Sweden or Finland, these terms of sale and delivery shall apply together with the Orgalime S 2012 general conditions to all agreements between e-l-m and the Customer regarding the Customer’s purchase of Products from e-l-m and e-l-m’s delivery of Products. In the event of any discrepancy between these terms of sale and delivery and Orgalime S 2012, these terms of sale and delivery shall apply.

1.2 Deviations from these terms of sale and delivery shall only be valid if they are confirmed in writing by e-l-m.

2. Quotes, prices and payment

2.1 Prices on spare parts are regulated on the date the new price list becomes valid.

2.2 Quotes given in writing shall apply for 30 days after e-l-m has dispatched them, while the delivery times mentioned are for guidance purposes only, and may be altered freely at e-l-m’s discretion.

2.3 Products shall be delivered with reference to e-l-m’s current prices and hourly rates at any time. All prices and hourly rates shall be quoted exclusive of VAT and public duties, both currently existing and any future taxes or duties.

2.4 Unless otherwise agreed, the purchase price shall fall due for payment 30 days net after the invoice date.

2.5 If payment is made after the due date, the Customer shall be obliged to pay interest on overdue payment and further charges for reminders and collection fees in accordance with current legislation.

2.6 If the Customer has not paid an amount that is due within 10 days at the latest after receiving a written request for payment from e-l-m, then e-l-m shall be entitled to cancel the Contract concerned without notice, and require compensation for the loss suffered as a result, in addition to interest on overdue payment. Interest on overdue payment shall be calculated as the officially fixed bank rate in Denmark with the addition of 9 percentage points.

2.7 The Customer shall not be entitled to set off against e-l-m’s claim for payment for the Product, unless such an offset has been accepted in writing by e-l-m.

2.8 The Customer shall only be entitled to cancel Contracts with the prior written consent of e-l-m. In the event of a cancellation, e-l-m shall be entitled to full payment of the purchase price of the Product with the deduction of actual savings made by e-l-m.

3. Delivery

3.1 The Product shall be delivered, unless otherwise agreed with the Customer, without packaging, ex works (Incoterms 2010), Kragelund, Denmark.

3.2 Spareparts supplied in connection with remedying defects or for maintenance of the Product shall be sent packaged by ordinary post, or with a carrier or the like at e-l-m’s free discretion.

4. Reservation of ownership

4.1 Products shall remain the property of e-l-m until payment has been made in full.

5. Product information

5.1 All information and data in e-l-m’s information material is for guidance purposes, and only binding to the extent it is confirmed in writing by e-l-m. e-l-m reserves the right to change or improve its Products without prior notice, and without obligation to implement such improvements on already delivered Products.

6. Intellectual property rights

6.1 All drawings, proposals, descriptions, prototypes or details about Products which may be supplied together with the Product shall belong to e-l-m, and may not be copied, distributed or made public without a written agreement on the matter.

6.2 Without a written agreement on the matter, e-l-m shall not be obliged to hand over drawings and documents on which the manufacture of Products or spare parts is based.

6.3 e-l-m shall retain all intellectual property rights, including copyright, know-how, patterns, working models and rights that can form the basis for patents, to Products and the associated drawings and materials, specifications etc. developed by e-l-m.

7. Delay

7.1 If no request has been made by the Customer regarding the time of delivery, it shall be fixed by e-l-m.

7.2 If the delivery time is stated as a particular week or month, the Product shall be considered to have been delivered on time, provided that e-l-m has informed the Customer that the Product is ready for delivery not later than the last working day in the week or month in question.

8. Returned goods

8.1 e-l-m shall only accept returned Products in unused and undamaged condition, after e-l-m has given prior written consent, and only if freight and handling fees are paid.

9. Defects

9.1 Immediately after delivery, the Customer shall check that the Products are in accordance with the Contract. Visible defects must be reported immediately, and not later than two days after the delivery of the Product.

9.2 The Customer may only make claims for concealed defects in the Product if e-l-m is notified of them immediately in writing, and not later than eight days after the Customer has or ought to have discovered the defect in question.

9.3 If the Customer has allowed a third party to remedy a defect in the Product, or has remedied the defect himself, without the prior consent of e-l-m, then the Customer may not claim cover for the resulting expenses from e-l-m, and e-l-m shall not be held liable for the defect in question.

9.4 In no case shall e-l-m be held liable for defects which appear 12 months after the delivery of the Product, or if earlier, after the time when Products have been in use for 1200 running hours.

9.5 e-l-m shall not be liable for defects due to the Customer’s situation, including installation, violence, overloading, unskilled or incorrect handling, inadequate maintenance, or errors in the information e-l-m has received from the Customer.

10. Injury caused by a defective product

10.1 The Customer shall accept the obligation to appear as co-defendant if action is taken through the court or an arbitration tribunal against e-l-m, claiming compensation for damage or loss which is claimed to have been caused by a Product while it was in the Customer’s possession.

10.2 e-l-m alone shall be liable for damage to the Customer’s property before the Product is handed over, if it can be proved that the damage in connection with the workmanship of the Product is due to negligence on the part of e-l-m or of a person for whom e-l-m is responsible.

11. Liability

11.1 e-l-m shall not under any circumstances be liable for the Customer’s operational loss, loss of earnings or other consequential financial loss and/or indirect loss in connection with e-l-m’s delivery of the Product or otherwise with reference to the Contract.

11.2 e-l-m’s liability to the Customer with reference to the Contract (including legal costs, the cost of remedying the defect etc.) shall as a maximum amount to 15% of the purchase price with reference to the Contract, except in cases where e-l-m has acted grossly negligently or deliberately.

12. Force Majeure

12.1 e-l-m shall not be liable for failure to perform the Contract to the extent that performance of the Contract is delayed, affected or hindered by an event beyond e-l-m’s control, and which could not reasonably have been foreseen (“force majeure”), including, but not limited to war, lock-out, strike, mobilisation, requisition, currency restrictions, pandemic or similar events. If the force majeure situation lasts for more than 120 days, the Customer shall be entitled to withdraw from the Contract, but without entitlement to claim compensation from e-l-m for that reason. e-l-m shall immediately inform the Customer of the occurrence of any force majeure situation, and its expected duration.

13. Assignment and sub-contractors

13.1 e-l-m shall be entitled to make use of sub-contractors in connection with delivering the Product, and shall be entitled at any time to assign its rights and obligations with reference to Contracts wholly or partially to third parties without seeking the Customer’s consent.

13.2 The Customer shall not be entitled to assign its rights under Contracts wholly or partially to third parties without the prior written consent of e-l-m. This shall apply equally to any change of control or ownership of the Customer, including those resulting from mergers, demergers or other restructuring under company law.

14. Partial invalidity

14.1 If one or more of the stipulations in these terms of sale and delivery should be declared invalid or unenforceable, the remaining stipulations of these terms of sale and delivery shall not be affected.

15. Disputes and governing law

15.1 If in connection with – or derived from – Contracts, e.g. with regard to entering into contracts or their construction or performance, any disputes arise, they shall be settled subject to Danish law, apart from the rules of private international law on the choice of governing law and venue; and disputes shall be settled finally, with binding effect, in the ordinary Danish courts. The City Court in Aarhus shall be the lawful venue. e-l-m observe the rules of current EU laws and cannot be hold responsible for laws which are not in accordance with theese, unless otherwise agreed in writing and signed by the Managing Director.

e-l-m Kragelund A/S