Sales and Delivery
Terms and Conditions of Sale and Delivery, Version 01
1. Application and Validity
All deliveries are made in accordance with the terms and conditions of sale and delivery set forth below, unless otherwise agreed in writing. Any deviation from these terms that may be stated in the buyer’s order, terms of purchase, or similar documents shall be deemed invalid unless the seller has provided written acceptance.
2. Offer
A written offer from the seller is valid for 4 weeks from the date of the offer, unless otherwise stated. The buyer’s acceptance of the offer must be received by the seller in writing before the acceptance deadline expires.
3. Orders
An order is not binding on the seller until the buyer receives the seller’s written order confirmation. If the buyer has any objections to the order confirmation, these must be submitted in writing and received by the seller no later than 3 days after the date of the order confirmation.
4. Technical Documentation
All drawings and other technical documents relating to the order, the equipment, or its manufacture, which are provided by one party to the other before or after the conclusion of the agreement, belong to the party that provided them. Drawings, other technical documents, or technical information received may not be used for any purpose other than that for which they were provided without the consent of the other party. Without the consent of the other party, the aforementioned material may not be copied, reproduced, transferred to, or otherwise made available to third parties.
5. Prices
Agreed prices are exclusive of VAT. Unless otherwise agreed, sales are ex-factory, excluding packaging. The seller reserves the right to adjust the quoted sales price in the event of subsequent price changes in materials used, alloy surcharges, etc., purchase prices, transportation, energy, etc.
6. Payment
Unless otherwise agreed, payment must be received by the seller no later than 14 days from the invoice date. However, the seller reserves the right to change the terms of payment if the seller obtains information indicating that the buyer’s ability to pay has been impaired. Any delay in payment further entitles the seller to withhold further deliveries and releases the seller from any other contractual obligations. The buyer will be charged late payment interest in accordance with the provisions of the Interest Act in effect at any given time, starting from the due date, but at a minimum of 2% per month or part thereof.
7. Delivery Time
The delivery time is finally determined in the order confirmation. The delivery time is calculated from the date of the seller’s order confirmation, but no earlier than the date on which the seller has received all specifications, including approved drawings specifying relevant data such as measurements and dimensions. If these specifications have not been received by the time of the order confirmation, the delivery time is calculated from the time the seller receives them.
If it has been agreed that delivery is to be made in accordance with specific instructions from the buyer—for example, regarding quantity or delivery dates for partial shipments—such instructions must be received by the seller by the agreed-upon time.
If this does not occur, the seller is entitled to cancel the purchase for the remaining portion of the contract and claim compensation for the loss. Alternatively, the seller may choose to maintain the purchase with respect to the remaining delivery. In that case, delivery will take place at a time determined by the seller. If no delivery date has been agreed upon, the seller must specify the delivery date as soon as possible after receiving the buyer’s waiver or specification. Any failure to meet the delivery date (delay) does not entitle the buyer to compensation of any kind.
8. Scope of Delivery
The Seller is entitled to deliver quantities up to 10% above or below the ordered quantity, unless otherwise agreed in writing. Over- or under-delivery within the specified limits has no impact on the price. If the seller and buyer have agreed on special profiles and those profiles are in stock, they must be picked up within 6 months.
9. Tolerances
Unless otherwise agreed in writing, the seller’s standard tolerances for measurements and dimensions apply here.
10. Tools
If tools must be manufactured for production purposes, these tooling costs will be charged to the buyer unless otherwise agreed in writing. The tools are designed as part of the seller’s machinery and remain the seller’s property. In all cases, the charged tooling costs represent only a portion of the total costs associated with the manufacture of the tools. The buyer pays only for the right to have products manufactured using the tools.
11. Seller’s Liability and Buyer’s Obligations
The seller is not liable for whether a delivery to the buyer is suitable for the intended purpose. Nor is the seller liable for providing advice to the buyer in connection with the preparation of drawings or project planning.
The seller’s risk for a shipment ceases when it is handed over to an independent carrier for onward transport to the buyer.
The buyer is obligated, as soon as the buyer has received the delivery, to conduct the necessary inspections to verify that the delivery was made in accordance with the contract. If the buyer wishes to file a complaint regarding the delivery, the buyer is obligated to do so in writing to the seller. This must be done immediately after the defect is discovered, or should have been discovered through the implementation of customary inspection measures, but no later than 3 days after receipt. If the buyer wishes to make a claim for visible shipping damage, the buyer must note this on the bill of lading upon receipt of the delivery.
In the event that the seller is liable for a defect in the goods delivered pursuant to the above provisions, the buyer’s remedies for breach of contract are limited to a claim for redelivery or subsequent performance. If the seller is unable to re-deliver or make a subsequent delivery, the buyer is entitled to a refund of the purchase price paid, provided that the goods are made available to the seller.
Thus, the buyer may not, apart from claims for redelivery or subsequent performance—or, respectively, the return of the goods—make any claims for damages. The buyer may not claim damages for indirect damages, production stoppages, operating losses, lost earnings, missed deliveries, daily penalties, or other direct or indirect losses.
12. Accountability
The Seller shall not be liable for failure to fulfill delivery obligations if such failure is due to circumstances beyond the Seller’s control, including non-delivery or delayed delivery by the Seller’s suppliers or other obstacles to delivery, including force majeure. The following circumstances affecting the Seller or the Seller’s suppliers, among others, are considered force majeure: natural disasters, war, civil unrest, mobilization, shortages of raw materials, transportation disruptions, import and export bans, currency restrictions, labor shortages, or any other event that hinders or restricts normal production operations, strikes, lockouts, fire, or damage to the Seller’s production facilities. In the event of an impediment to delivery covered by this provision, the seller may choose either to cancel the transaction or part thereof, or to deliver as soon as the impediment to normal delivery has ceased.
13. Returns
If the seller has accepted in writing that a shipment is defective, the return of that shipment shall be at the seller’s expense and risk, provided that the buyer complies with the seller’s instructions regarding packaging and shipping. Returned goods must be returned to the seller in their original, undamaged packaging. If the original packaging is damaged or destroyed, it is the buyer’s responsibility to ensure proper packaging and packing.
When returning the shipment, the same shipping method must be used as when the seller sent it to the buyer. If the shipment is not returned in the manner prescribed by the seller and is damaged as a result, the buyer’s claims for defects shall be forfeited, and the buyer shall be obligated to pay the shipping costs to the seller.
14. Cancellation and Changes
The buyer is not entitled to cancel or change a placed order unless the seller, in exceptional cases, accepts this in writing. In the event of acceptance of a cancellation or change, the buyer must reimburse the seller for any additional costs and losses incurred as a result of the cancellation, with a minimum amount equal to 10% of the agreed purchase price, excluding value-added tax. In other cases—that is, where the seller has not accepted a cancellation or modification in writing—the buyer is obligated to treat the seller as if the order had been duly fulfilled, and thus pay the seller the agreed purchase price, less any costs saved by the seller.
15. Product Liability
TJ Technology A/S is covered by statutory product liability insurance valid in Europe. The seller is not liable for operating losses, lost profits, consequential damages, indirect damages, production stoppages, lost earnings, missed deliveries, daily fines, or other direct or indirect losses. Any non-statutory product liability, as developed under Danish case law regarding compensation, is thus expressly excluded.
16. Jurisdiction, etc.
Any disputes arising from deliveries by TJ Technology A/S shall be resolved in accordance with Danish case law and in the Danish courts, with the court in Viborg having exclusive jurisdiction.