GENERAL TERMS OF SALE AND DELIVERY
1. In General:
The following terms of sale and delivery shall apply between Ernitec A/S (“Ernitec”) and its customers (“Purchaser”) with regard to Ernitec’s products (“Products”), unless otherwise explicitly agreed in writing.
2. Formation of Contract:
A Contract shall be deemed to have been entered into when, upon receipt of an order, Ernitec has sent its acceptance in writing within the time-limit, if any, fixed by the Purchaser.
If Ernitec, in drawing up a tender, has fixed a time-limit for acceptance of the tender, a Contract shall be deemed to have been entered into when Ernitec has received the Purchaser’s acceptance in writing, before the expiration of such time-limit.
3. Drawings and Descriptive Documents:
Weights, dimensions, capacities, prices, performance ratings and other data included in catalogues, prospectuses, circulars, advertisements, illustrated matters and price lists shall constitute an approximate guidance only. Such data shall not be binding except to the extent that they by reference are expressly included in a Contract.
4. Intellectual Property Rights to Drawings, Etc.:
Any descriptions, part lists, drawings and technical documents concerning Products, parts thereof or their operation shall remain the exclusive property of Ernitec. They may not, without Ernitec’s consent in writing, be utilized or copied, reproduced, transmitted or in any other way be communicated to any third party, and cannot be used for any purpose that is against the interest of Ernitec.
Software supplied is destined solely for the use with the Products sold or approved by Ernitec in their specific context and may not be modified or copied for use other than that stipulated at the time of sale.
5. Prices:
All prices are ex works Copenhagen excluding value added taxes and other taxes or levies imposed in Denmark or abroad. The prices include packing, which is non-refundable. Prices are subject to changes without prior notice.
6. Shipments:
Shipments are made at the Purchaser’s expense and risk. Ernitec may take out insurance on shipments upon receipt of Purchaser’s instructions to do so at Purchaser’s expense.
7. Time of Delivery:
Time of delivery shall be as stated in Ernitec’s acknowledgement of order and will be adhered to as far as possible.
Ernitec can under no circumstances accept liability for postponed delivery, nor does a postponed delivery entitle cancellation of any order. Any further claims due to delay shall be excluded. Ernitec shall not be obliged to accept new orders.
8. Terms of Payment:
Payment shall be made to Ernitec or its bank in accordance with the payment terms stated prior to Ernitec’s acceptance of the order.
Ernitec retains the ownership of all Products supplied until payment in full has been made. In the event of delay of payment, Ernitec may charge interest at a rate of 1% per commenced month.
Furthermore, Ernitec reserves the right to withhold deliveries of existing and future orders, until any dispatched or invoiced deliveries have been paid in full.
9. Return of Products:
Any return of Products shall be subject to Ernitec’s written approval. Returns will only be accepted when accompanied by a copy of the original invoice. Such Products are to reach Ernitec intact, in good condition and free of any freight or other charge.
10. Repairs:
If a Product is returned with a claim for warranty repair, a copy of the original invoice must be included with the Product for proof of warranty. If not included, Ernitec will determine if the Product is covered by warranty.
Products returned out of warranty, will be repaired and invoiced according to Ernitec’s price list. Prices can be quoted upon request.
Products that are found to be without fault will be charged a Test & Inspection fee according to Ernitec’s price list. This applies to both warranty and non-warranty repairs.
11. Force Majeure:
Ernitec shall not be responsible for the non-fulfilment of its obligations caused by Acts of God, wars, whether declared or not, riots, civil commotion’s, acts, orders, or requests of any government or any other authority, strikes, lock-outs, late or defective deliveries from sub-suppliers, accidents in manufacture and any other cause beyond the control of Ernitec.
12. Warranty:
Ernitec warrants its Products to be free from defects in materials and workmanship for two years from date of delivery, unless otherwise agreed in writing. Within this period Ernitec is willing to replace or repair at its option - without charge - all defective Products provided that the faulty Products are sent free of all charges to Ernitec.
No other claim is accepted in respect of defective Products. This warranty does not extend to normal wear, or to any Products which has been subjected to misuse, neglect, accident, improper installation, improper application, failure to comply with environmental requirements, or from failure to follow a required maintenance schedule, when specified in the manual.
In cases where the ordered Product has to interface with and function together with other equipment, it is the Purchaser’s responsibility to provide Ernitec with sufficient specifications and data, and no responsibility is taken for malfunction resulting from incomplete and/or incorrect information.
Ernitec shall be notified in writing of defects not later than 14 days after such defects have appeared and at the latest one year after the date of delivery. The Purchaser’s report should give full details and refer to the model and serial number of the Products.
For parts not manufactured by Ernitec, such as electron tubes, transistors, cathode-ray tubes, meters, etc., no warranty shall apply beyond the extent to which such components are under warranty by Ernitec’s sub-contractors or suppliers.
Should any Products be repaired or altered without the written consent of Ernitec, Ernitec shall not be liable for any expenses incurred thereby, and the warranty shall become null and void. No warranty can be transferred to any third party without the consent in writing of Ernitec.
13. Disclaimers:
Purchaser shall be entirely responsible for the use to which it puts Products. For personal injuries and damage to consumers’ goods, Ernitec remains liable in accordance with applicable mandatory laws, however, Ernitec disclaims all liability for damage arising from the fact that recognised scientific and technical expertise used later proves to be incorrect or defective.
Ernitec is in no event liable for loss on operations, loss of earnings or any other indirect or consequential losses or damages.
To the extent Ernitec might incur product liability towards a third party, Purchaser shall indemnify Ernitec as far as Ernitec’s liability has been limited by the preceding paragraph.
The mentioned limitations of Ernitec’s liability do not apply if Ernitec is guilty of gross negligence.
Ernitec does not warrant that the Products do not infringe any third party’s copyrights, patents, trade secrets, or other proprietary rights.
If a claim for damage as described in this clause is made by a third party against one of the parties, the party in question shall notify the other party immediately.
Ernitec cannot be held liable for any loss or damages unless a written request for compensation is made within the warranty period and within 6 months after the delivery of the Products to which the liability relates.
Ernitec’s aggregate liability whether in contract, warranty, tort or otherwise, arising out of, connected with, or resulting from the performance or non-performance of any agreement shall in no event exceed the lesser of sums paid by Purchaser to Ernitec during the 12 months prior to Purchaser becoming aware of the basis for a claim towards Ernitec, or 500,000 Danish kroner.
14. Approvals:
All electronic equipment is CE-approved according to the Directive 89/336/EC.
Furthermore the Products will normally fulfil the safety standards EN 60065 and IEC 950.
15. Collection of Waste Electrical and Electronic Equipment:
In case Purchaser sells or imports the Products into an EU member state, Purchaser is under an obligation to provide for collection of waste electrical and electronic equipment pursuant to applicable legislation (Directive 2002/96/EC and Directive 2003/108/EC).
16. Law and Venue:
Any dispute which cannot be settled amicably shall be decided by the Maritime and Commercial Court in Copenhagen in accordance with Danish law.
17. Diverging Conditions:
Any deviation, including by verbal agreement, from the above conditions must be confirmed by Ernitec in writing to be valid.
Valid as of 18 June 2007