Sales and delivery terms

General sales and delivery terms

 

The agreement – quotation and order confirmation

Quotations by eptools shall only be valid when given in writing. The quotation shall be valid for thirty (30) days unless otherwise specifically stated.

The Customer may claim only the content of individual written quotations and order confirmations together with these terms as the basis for the delivery. The quotation may contain deviations from these general terms, in which event the specific quotation shall have precedence.                  

A binding agreement shall only have been entered into between the Parties when the Customer has accepted a written quotation or when eptools has sent a written order confirmation for the quotation given to the Customer.

 

Prices

All prices given shall be in DKK exclusive of VAT unless otherwise expressly specified in the quotation. Prices given shall be for delivery ex stock eptools. Deliveries sent by eptools shall be at the Customer’s expense and risk.

eptools shall not be responsible for price changes, misprints, incorrectly advised prices and other circumstances which can result in wrong prices being advised, in which event eptools shall be entitled to cancel an agreement which has been entered into and shall not be liable for consequent losses.

 

Payment

The terms of payment shall be net cash fourteen (14) days from invoice date.

eptools shall be entitled in the event of late payment to claim default interest of 1.5% per first of the month from the due date.

 

Reservation for credit insurance

eptools uses TRYG GARANTI credit insurance to evaluate customers’ creditworthiness. If credit insurance on an order cannot be obtained, eptools shall be entitled to cancel the order or to demand prepayment notwithstanding the provision specified under the point “Payment”, or to demand a formal bank guarantee as a precondition for delivery of the goods which have been ordered.

 

Delivery

Delivery shall be ex stock ep tools unless otherwise specially agreed.

Delivery arranged by ep tools shall be at the Buyer’s expense and risk. If eptools has not received special instructions, eptools shall be entitled to its choice of means and route of transport.

If transport and delivery require special import or export permits, the Customer shall assist as required in obtaining the permit(s) and in all events shall carry the risk that the import permit cannot be obtained.

 

Date of delivery

The date of delivery shall be specified in eptools’ quotation or in the order confirmation.

All details shall be approximate and with reservation for delays consequent upon lack of or defective deliveries from suppliers or other factors beyond eptools’ direct control.

 

Quantity

Unless otherwise specially agreed in writing, deviations of +/- 10% in an ordered quantity shall be permissible.

 

Retention of title

All goods shall be sold with RETENTION OF TITLE and shall remain the property of eptools until the Customer has paid the full purchase price plus interest and costs and any expenses incurred by ep tools on the Customer’s behalf.

The products shall be insured by the Customer and stored separately until title has passed to the Customer. Unless eptools agrees in writing, the Customer shall not move, mortgage, hire out, lend, sell or otherwise exercise control over the goods until title has passed to the Customer. Neither may the customer make changes to the products before title has passed to the Customer.

 

Defects and complaints

eptools offers a period of six (6) months for complaints on all goods sold. The right of complaint concerning goods with limited life shall, however, be limited to the normal shelf life for the product in question.

Complaints concerning defects shall be made in writing to eptools without undue delay after the alleged defects are noted. The Customer shall be responsible on receipt of the goods in accordance with the ordinary provisions of Danish law for examining the goods to determine whether there are defects in the delivery.

If a defect is found, eptools shall remedy the defect or replace the item within a reasonable time, at its option. The Customer shall then have no further rights to claim breach of contract.

 

Product liability

eptools shall have product liability in accordance with the current mandatory Danish legislation thereon, but shall assume no further liability. All product liability developed under case law is thus expressly renounced.

 

Compliance with the law

The Customer shall be responsible for ensuring that delivered products comply with applicable law in the country in which the products are used when such use occurs outside Denmark. The Customer shall be responsible for ensuring that the products can be legally used, and ep tools may not be presented with any claim consequent upon lack of the possibility of using the products, including that the products are illegal.

 

Limitation of liability

eptools shall be liable only for direct damage and losses. All liability for indirect damage such as, but not limited to, lost turnover, loss of profit, losses incurred by delay etc. is thus expressly renounced.

eptools’ liability for damage shall be limited in all events to DKK 50,000.00 for all claims relating to a delivery/order. This provision shall apply even if eptools has been guilty of simple negligence.

 

Certification

Certification can be supplied by agreement. The Customer shall pay a fee in addition to the purchase price for certification, equivalent to eptools’ costs of provision of such certification.

 

Returning of defective goods

Returns of goods shall only be accepted by prior written agreement. Returned goods shall be sent back by the Customer in unused condition and in undamaged original packaging. eptools shall credit the Customer with a maximum of 80% of the purchase price on returns depending on the resale value.

A copy of the delivery note or invoice and a reference to the agreement which was entered into shall accompany all returns.

 

Intellectual property rights

If eptools make tools specially for the Customer, the Customer shall not thereby gain any intellectual property right created by the production, including copyright, design right, right to form, choice of material, construction etc.

If eptools makes the ordered tool on the basis of the Customer’s detailed drawings, eptools shall not gain any right to use such drawings for other purposes, and eptools shall respect the rights thereby created for the Customer. eptools shall, however, be entitled to use the general knowhow which may be gained during the production without payment.

 

Force Majeure

Neither party shall be liable for breach of contract if the breach is attributable to circumstances which the parties should not have taken into consideration when the agreement was entered into, including strikes, lockouts, import and/or export restrictions, fire, natural catastrophes etc., and which the party could not have been expected to be able to overcome or predict.

 

Venue and governing law

Agreements entered into shall be governed by Danish law with the exception of the CISG and rules governing choice of law.

Any dispute arising out of or in connection with this contract, including any disputes regarding the existence, validity or termination thereof, shall be settled by arbitration arranged by The Danish Institute of Arbitration in accordance with the rules of arbitration procedure adopted by The Danish Institute of Arbitration and in force at the time when such proceedings are commenced. The venue for all arbitration shall be Copenhagen.

Where an arbitration award is not enforceable against the Customer under the New York Convention of 1958, eptools shall be entitled to pursue any claims at the Customer’s venue, applying the national laws of the venue site

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