Sale and Delivery Terms and Conditions

Rev. 20240911-08:27

  1. APPLICATION
    1. The Sale and Delivery Terms and Conditions outlined below apply to sales made by AP Services A/S (hereinafter referred to as “the Seller”) to the customer (hereinafter referred to as “the Buyer”). These terms shall apply even if the Buyer, during purchase negotiations, or in the Buyer’s quotation or confirmation of the sale, states other terms applicable to the sale. Any such terms proposed by the Buyer shall be considered superseded by the Seller’s final agreement, unless the Seller explicitly agrees in writing to those specific terms, which differ from or contradict the terms contained in these Sale and Delivery Terms and Conditions.
  2. QUOTE AND ACCEPTANCE
    1. Only written quotes are binding on the Seller. Quotes are valid for 28 days. The delivery lead time or date stated in the quote is for guidance only and shall only be considered final when confirmed in the order confirmation, cf. point 5.2.
  3. PRICES
    1. Prices stated in quotes, order confirmations, and contracts reflect current prices, excluding value-added tax, fees, and other taxes. The Seller reserves the right to adjust prices in the event of significant changes in procurement costs, production costs, labor costs, raw materials, sub-deliveries, currency exchange rates, shipment charges, bank rates, customs duties, taxes, or if the events described in point 7 occur.
  4. PAYMENT
    1. Unless otherwise agreed in a contract signed between the Seller and the Buyer, payment shall be made at the time of ordering via a pro forma invoice. Failure to comply with the Seller’s payment terms shall be regarded as a material breach of contract, entitling the Seller to suspend further deliveries and demand immediate payment of all outstanding balances.
    2. If the Buyer fails to make payment on time, the Seller shall be entitled to charge interest on the overdue amount at a rate of 2% per month or part thereof from the due date, as well as to apply reminder and debt collection fees in accordance with applicable legislation.
    3. The Buyer shall not be entitled to withhold any portion of the invoiced amount or offset any claims against the Seller that have not been acknowledged and accepted by the Seller in writing.
    4. Irrespective of any previously agreed payment terms, in the event of delayed payment by the Buyer, the Seller shall be entitled to make future deliveries conditional on cash payment or the provision of adequate security by the Buyer.
    5. Notwithstanding the above, the Seller reserves the right, prior to delivery, to require a payment guarantee or payment in advance.
  5. DELIVERY AND DELIVERY DATE
    1. Unless other delivery terms have been agreed, delivery shall be made ex works to the address stated in the quote or order confirmation in Denmark, using standard packaging according to applicable INCOTERMS 2020 ex works. Therefore, carriage shall be at the Buyer’s risk and expense.
    2. The delivery lead time or date stated in the quote is for guidance only, and the delivery date shall only be considered final when confirmed in the order confirmation. The delivery date specified in the order confirmation shall be set by the Seller based on their best estimate, taking into account the circumstances at the time of dispatch of the order confirmation. Unless otherwise agreed in writing, delivery shall be regarded as on time if it occurs within the period from the first working day before the delivery date stated in the order confirmation to the first working day after the delivery date stated in the order confirmation. Delivery shall also be regarded as on time if it occurs within the period from three working days before the delivery week stated in the order confirmation to three working days after the delivery week stated in the order confirmation. This does not apply, however, if the order confirmation specifies that the delivery date is fixed.
    3. The Buyer shall not be entitled to postpone the agreed delivery date without the prior consent of the Seller.
    4. In the event of delay, the Buyer shall submit a claim without delay. Under no circumstances shall the Buyer be entitled to require compensation for the delay.

      ALTERNATIVES

    5. The method of shipment shall be determined by the Buyer, and all associated shipping costs shall be borne by the Buyer.
    6. If the Buyer requires special protection or packaging for the delivery, such protection or packaging will only be provided if agreed upon separately in advance with the Seller. The Buyer shall be responsible for all costs related to such protection or packaging.
    7. If the Buyer has not specified a method of shipment by the date of shipment, the Seller shall arrange for standard secure transport at the Buyer’s expense.
    8. If delivery is agreed to be made to the Buyer’s premises or another location specified by the Buyer, the goods shall be delivered as close to the place of use as the vehicle can reasonably access, at the discretion of the driver, without risking the vehicle becoming stuck or causing damage to the vehicle or its surroundings.
    9. Any costs incurred due to a waiting period for unloading at the Buyer’s premises or other specified delivery location shall be charged to the Buyer. Additionally, the Buyer shall cover any costs arising from their inability to receive the goods on the agreed delivery date.
    10. Any additional expenses incurred in connection with unspecified partial deliveries shall be charged to the Buyer.
  6. CONDITIONAL SALE
    1. The Seller retains ownership of the sold goods until the entire purchase price, including any associated costs such as delivery, packaging, and related expenses, has been paid in full by the Buyer. In the event of payment by cheque or promissory note, payment shall not be considered final until the full amount has been redeemed and any bank objection period has expired. This retention of ownership does not affect the transfer of risk to the Buyer upon delivery, cf. point 5.1.
  7. FORCE MAJEURE
    1. The Seller shall not be liable for any delay caused by force majeure, including, but not limited to, labor disputes and other circumstances beyond the control of the Parties, such as fire, war, seizure, currency restrictions, riots, unrest, lack of means of transport, scarcity of goods, delays, loss of large batches of goods, restrictions on power supply, or inadequate or omitted delivery from subcontractors, regardless of the reason.
    2. In such cases, the delivery period shall be extended until the force majeure event has ended, but not for more than four (4) weeks, after which either Party shall be entitled to cancel the sale without it being considered a breach of contract.
  8. WARRANTY AND DEFECTS
    1. For all products sold by the Seller, the Seller provides a warranty covering defects in workmanship and materials that are not due to normal wear and tear for a period of twelve (12) months from the delivery date. The warranty applies only if the product has been correctly used and assembled in accordance with the manufacturer’s assembly and user instructions, as well as standard recognized practices. The warranty does not cover defects resulting from normal wear and tear, incorrect or unusual operation, overload, inadequate maintenance, or attempts at repairs, adjustments, or modifications not performed by the Seller or without the Seller’s written consent.
    2. The Buyer is obligated to perform standard checks of the delivered goods upon receipt to verify that quantities are correct and to ensure that the goods are free of obvious defects. Claims for defects or non-compliance with the delivered goods, which the Buyer has or should have discovered during inspection upon delivery, must be made in writing without delay and, in any case, within eight (8) days of delivery. Claims must clearly describe the nature of the defect, and photographs should be attached if applicable.
    3. The warranty is conditional upon the goods being returned to the Seller free of charge within fourteen (14) days after the defect has been discovered or should have been discovered, and in any event, within the twelve (12) month warranty period from the delivery date.
    4. Defects that should have been discovered during the Buyer’s obligatory inspection cannot be claimed after the expiration of the time periods set out above.
    5. At the Seller’s discretion, defects in the goods will be remedied, the goods will be redelivered, or the purchase price will be credited to the Buyer. Regardless of the delivery point agreed upon in the order confirmation, any redelivery will take place ex works to an address in Denmark, cf. conditions contained in point 5.1.
  9. LIMITATION OF LIABILITY
    1. For claims related to the Seller’s performance or non-performance of its obligations, the Buyer shall be entitled to compensation for direct losses, subject to the following limitations:
      1. The Seller’s liability shall be limited to direct damage or loss and, regardless of the reason or nature of the claim, shall be capped at the amount invoiced for the goods or services in question that caused the damage or loss, or are the direct cause of or directly related to the claim.
      2. The Seller shall under no circumstances be liable to the Buyer for operating losses, lost profits, lost savings, or other indirect or consequential losses or damages arising from the use of the goods or the inability to use the goods, regardless of whether the Seller has been informed of the possibility of such claims.
      3. Losses, expenses, or costs associated with obtaining, re-ordering, repairing, removing, or taking similar measures concerning defective goods or products into which the Seller’s goods have been incorporated cannot be claimed against the Seller. The Seller assumes no liability for the Buyer’s legal relationships with third parties.
      4. The Seller shall not be liable for damage caused to property or fixtures and fittings while the goods are in the Buyer’s possession. Similarly, the Seller shall not be liable for damage to products manufactured by the Buyer or to products into which the Seller’s goods have been incorporated.
  10. RETURNS
    1. The Buyer is not entitled to return goods or deliveries from the Seller unless agreed in writing in advance. If a return is agreed, the approved returns will typically be credited with a 20% deduction from the sale price, excluding value-added tax, for delivery free of charge to the Seller’s warehouse or another delivery point in Denmark specified by the Seller.
    2. Specially manufactured goods, custom-made goods, or display goods are not eligible for return.
  11. PRODUCT LIABILITY
    1. The Buyer shall indemnify the Seller to the extent that the Seller is held liable to third parties for any damage or loss for which the Seller is not liable to the Buyer according to point 9.
    2. If the Seller is sued by a third party for product liability, the Buyer agrees to be summoned to participate in the proceedings or to have charges brought against them in the court of law or arbitration tribunal handling the case.
    3. The Seller shall under no circumstances be liable for operating losses, loss of profit, or other indirect financial losses. If a third party makes a claim against either Party for compensation, the notified Party shall immediately inform the other Party.
  12. DRAWINGS AND DESCRIPTIONS
    1. All specifications and information regarding weight, dimensions, capacity, price, technical data, and other details stated in catalogs, datasheets, advertisements, pictorial material, and price lists are approximate and for guidance only. Such information is binding only to the extent that it is expressly reproduced in the order or if specific reference is made to it.
    2. If the design, construction, or specifications of a product sold by the Seller are changed prior to the delivery date, the Seller is entitled to supply the product with the modified design and specifications, provided that the product, upon objective assessment, is not impaired. This also applies to changes in the product’s external appearance, including its color.
    3. All submitted drawings and descriptions remain the property of the Seller and may not be copied, reproduced, transferred, or disclosed to any third party without the Seller’s permission. If the Buyer requires drawings and documentation to complete the project, the Parties may agree in writing that the Seller will provide the necessary drawings and documentation to enable the Buyer to install, commission, operate, and maintain the delivered goods. This information may not be used for any other purpose than the agreed purpose at the time of transfer, and it must remain confidential unless the Seller consents otherwise.
    4. The Seller reserves the right to disclose drawings and technical specifications provided by the Buyer to the Seller to sub-contractors, as necessary, for the fulfillment of the delivery.
  13. DISPUTES
    1. Any disputes arising between the Parties that cannot be resolved through negotiation shall be settled by the Court in Holstebro under Danish law.
    2. If any provision of these Sales and Delivery Terms and Conditions is subsequently declared invalid, such invalidity shall not affect the validity of the remaining provisions or the agreement between the Parties, which shall continue to be in force. Any invalid provision shall be interpreted in a manner consistent with the purpose of the agreement between the Parties and the intended purpose of the invalid provision.