1. Terms of salee
Sales and delivery terms of TESS Esbjerg ApS (Terms and Conditions of Sales and Delivery – TESS Esbjerg ApS and TESS Frederikshavn)
1.1 Application. General sales and delivery terms and conditions ("The Conditions") apply to all contracts of TESS Esbjerg ApS and TESS Frederikshavn, CVR number DK27527108, (“The Company") sale and delivery of products, spare parts and associated services to business customers.
2. The Contractual Basis
2.1 The Contractual Basis. The Conditions, along with The Company´s offers and order confirmations, represent the overall agreement regarding The Company’s sale and delivery of products, spare parts and associated services to the customer ("The Contractual Basis"). The customer’s purchase conditions printed on orders or otherwise communicated to The Company does not form part of The Contractual Basis.
2.2 Changes and additions. Changes and additions to The Contractual Basis are applicable only, if the parties have agreed in writing.
3. Products, spare parts and services
3.1 Products and spare parts. Products and spare parts sold and delivered by The Company are new and comply with Danish Legislation on delivery.
3.2 Services. Associated services, which The Company sells and delivers to the customer in connection with the sale and delivery of products or spare parts, are performed of craftsmanship correctly and comply with Danish Legislation on delivery.
3.3 Limitation of liability. Regardless any opposing terms in The Contractual Basis, The Company is in no way responsible for any loss or damage attributable to the use for other purposes. The customer must indemnify The Company, to the extent that The Company had to incur liability for such loss or damage.
4. Prices and Payment
4.1 Prices. The prices of the products, spare parts and associated services follow The Company’s current pricelist at the time The Company confirms the customer´s order, unless the parties have agreed otherwise in writing. All prices are exclusive VAT.
4.2 Payment. The customer must pay every invoice for products, spare parts or associated services as per the applicable payment terms, unless the parties have agreed otherwise in writing.
5. Delayed payment
5.1 Interest. If the customer fails to pay an invoice for products, spare parts or associated services in time for reasons that The Company is not responsible for, The Company has the right to receive interest on the due amount of 2 % pr. month from the due date and until payment is received.
5.2 Repealing. If the customer fails to pay an overdue invoice for products, spare parts or associated services within 14 days after receiving a written demand for payment from The Company, The Company has, besides the right to receive interest according to section 5.1, the right to: (i) repeal the sale of the products, spare parts and/or associated services, which the delay is regarding, (ii) repeal the sale of products, spare parts and/or associated services not yet delivered to the customer, or require prepayment for these, and/or (iii) make other remedies of breach applicable.
6. Offers, orders and order confirmations
6.1 Offers. The Company´s offer is valid for 30 days from the date, the offer is dated, unless otherwise specified in the offer. Acceptance of an offer, which The Company receives after the acceptance deadline, is not binding for The Company, unless The Company informs the customer otherwise. If the Company receives acceptance of an offer after the acceptance deadline, the offer is not binding for the Company, unless the Company informs the customer otherwise.
6.2 Orders. The customer must send orders for products, spare parts or associated services to The Company in writing. An order must contain the following information for each product, spare part or service ordered: (i) Order number, (ii) Product number, (iii) Product description, (iv) Quantity, (v) Price, (vi) Terms of Payment, (vii) Delivery Date, (viii) Delivery address, and (ix) Delivery terms.
6.3 Order confirmations. The Company strives to send confirmation or refusal of an order for products, spare parts or associated services to the customer in writing within 2 workdays after receiving the order. Confirmations and refusals of orders must be in writing to bind The Company.
6.4 Changing of orders. The customer cannot change a submitted order for products, spare parts or associated services without a written acceptance from The Company.
6.5 Inconsistent conditions. If the Company´s confirmation of an order for products, spare parts or associated services is not consistent with the customer´s order or The Contractual Basis, and the customer does not want to accept the inconsistent conditions, the customer must inform The Company in writing within 2 workdays after receiving the order. Otherwise, the customer is bound by the order confirmation.
7.1 Terms of delivery. The Company delivers all products and spare parts sold Exw. Esbjerg, Denmark. (All products and spare parts sold by The Company are delivered Exw. Esbjerg, Denmark.)
7.2 Delivery time (time of delivery). The Company delivers all products, spare parts and associated services sold within the timeframe stated in The Company´s order confirmation. The Company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
7.3 Examination. The customer must examine all products, spare parts and associated services on delivery. If the customer discovers an error or omission, which the customer wishes to claim, it must be reported to The Company in writing immediately. If an error or omission, which the customer discovers or should have discovered, is not reported in writing to The Company immediately, it cannot be claimed later.
8. Delayed delivery
8.1 Announcement. If The Company expects a delay in the delivery of products, spare parts or associated services, The Company will inform the customer and state the reason for the delay along with a new expected delivery time.
8.2 Repeal. If The Company fails to deliver products, spare parts or associated services within 7 days after the agreed delivery date, for reasons that The Company is not responsible for, and delivery is not made within a reasonable period of at least 14 days, the customer has the right to cancel the order/s that is/are affected by the delay, without warning by notifying The Company in writing. The customer has no other rights in case of late delivery.
9.1 Guarantee. The Company guarantees that all products, spare parts and associated services are clean (free from) of essential errors and omissions in design, materials and execution on delivery.
9.2 Examination. Within a reasonable time after receiving the customer’s notification about an error or omission and examination of the claim, The Company will inform the customer, whether the error or omission is covered by the warranty or not. If requested, the customer must send the defective parts to The Company. The customer holds the costs and risks of the parts during transportation to The Company. If the error or omission is covered by the warranty, The Company holds the costs and risks of the parts during transportation to the customer.
9.3 Remedy. Within a reasonable time after The Company has informed the customer, in accordance to section 9.2, that an error or omission is covered by the guarantee, The Company will remedy the error or omission by: (i) replacing or repairing the defective parts, or (ii) by sending new parts for the customer to replace or repair.
9.4 Repeal. If The Company fails to remedy an error or omission covered by the guarantee within a reasonable time after The Company has informed the customer, in accordance to section 9.2, for reasons that the customer is not liable (responsible) for, and the error or omission is not remedied within a reasonable period of at least 5 days, the customer has the right to cancel the order/s that is/are affected by the error or omission, without warning by notifying The Company in writing. In case of errors or omissions in products, spare parts or associated services, the customer has no other rights than those expressly stated in section 9.
10.1 Responsibility. Each party is responsible for its own actions and omissions according to the applicable law, under the limitations arising from The Contractual Basis.
10.2 Product liability. In regards to the delivered products and spare parts, The Company is responsible for product liability, to the extent that such liability derives from mandatory law. The customer must indemnify The Company, to the extent that The Company may incur product liability beyond this.
10.3 Indirect losses. Regardless any opposing terms in The Contractual Basis, The Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time or goodwill, unless it is caused intentionally or by gross negligence.
10.4 Force majeure. Regardless any opposing terms in The Contractual Basis, The Company is not liable to the customer for breach of duty, which can be related to force majeure. Exemption from liability consists, as long as the force majeure consists. Force majeure comprises conditions that are out of The Company´s control, and which The Company could not have foreseen when the agreement was concluded. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flood, vandalism and labor disputes.
11. Intellectual Property rights
11.1 Ownership. The full ownership of all intellectual property concerning the products, spare parts and associated services, including patents, designs, trademarks and copyrights are the property The Company.
12.1 Sharing and use. The customer is not allowed to pass on , use or enable others to use The Company´s commercial secrets or other information of whatever nature, which are not publicly available.
12.2 Protection. The customer is not allowed, in an improper way, to gain or attempt to gain knowledge or disposal of The Company’s confidential information as described in section 12.1. The customer must treat and store the information securely to prevent them from accidentally getting to the knowledge of others.
12.3 Duration. The customer´s obligations according to section 12.1-12.2 apply in the trade between the parties and consist without a time limit after the trade is terminated, regardless the reason for the termination.
13. Applicable law and jurisdiction
13.1 Applicable law. Trading between the parties is in all aspects subject to The Danish Law.
13.2 Jurisdiction. Any dispute that may arise in connection to the trade between the parties, must be settled by the Danish court.