Terms and condition

1 – Applicability
The following conditions apply to all deliveries, unless another written agreement is in place.

2 – Offers
Any Safematic offers that do not specify an acceptance deadline will lapse unless Safematic receives corresponding acceptance within 30 days from the offer date. All prices are stated in Danish kroner excl. VAT. If orders are placed for larger or smaller quantities than offered, Safematic reserves the right to change the price and delivery time.

3 – Orders
Placed orders become binding for Safematic when Safematic accepts the order and notifies the customer through an order confirmation. Delivery takes place at the agreed price, subject to price increases owing to price changes in materials and from our own suppliers, as well as changes in public taxes, currency exchange rates and the like. Orders may be cancelled only by agreement and against payment of accrued costs and lost contribution margin.

4 – Delivery time
The stated delivery time is our best estimate, but is nonbinding. In the event of delays originating from Safematic’s subcontractors, Safematic reserves the right to postpone the delivery accordingly. For any and all orders, Safematic shall not be responsible or liable for any failure or delay of delivery arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, lockouts, war, riots, civil unrest, and other force majeure events that prevent or impede the provision of materials or labour. Should such a situation occur, Safematic reserves the right to postpone delivery accordingly, whereas the delay does not entitle the buyer to cancel the order.

5 – Delivery and risk
All goods are delivered EX WORKS (INCOTERMS 2000). Handling and shipping from Safematic’s place of business is at the buyer’s expense and risk. This applies regardless of whether Safematic, through its own employees or third parties and by agreement with the buyer, delivers the sold goods to the buyer. Shipping also takes place at the buyer’s risk in the case of agreed-upon free shipping. Unless otherwise agreed, the buyer shall pay shipping expenses. If the buyer has not stipulated a specific shipping method, Safematic reserves the right to choose the method at its own discretion.

6 – Payment terms
Safematic’s payment terms are 8 days net. If the payment deadline is not met, interest is calculated at 2 % per month.

7 – Retention of title
Delivered goods remain the property of Safematic until full and final payment has been made to Safematic.

8 – Items for inspection
If, as an exception, goods are delivered to the buyer for inspection, a pro forma invoice shall be issued upon delivery. The goods will be automatically invoiced 1 month after delivery, unless the inspected goods have been returned to Safematic prior to the 1-month deadline. The recipient bears all responsibility and risk for inspected goods. If an inspection item has deteriorated or is lost, the item shall be invoiced at the price stated in the pro forma invoice.

9 – Returns
Return of goods can take place only through prior written agreement with Safematic. Items for return shall be sent to Safematic at the buyer’s expense and must be the same condition as on delivery.

10 – Defects and complaints
Upon delivery of the goods, the buyer must immediately examine these goods with respect to the goods’ suitability for their intended business use. Complaints must be made immediately and no later than 8 days after delivery and receipt of the goods. Goods delivered with manufacturing defects will be replaced or exchanged free of charge and with immediate free shipping.

11 – Limitation of Liability
Any claim for damages against Safematic shall not exceed the invoice amount for the item sold. Safematic is not liable for operating losses, profit losses or other indirect losses in connection with the agreement, including indirect losses that arise as a result of delays or deficiencies.

12 – Product liability
The Buyer shall indemnify, defend and hold Safematic harmless from any claim, demand, loss, liability, damage, or expense (including reasonable attorneys’ fees), if third parties hold Safematic liable for damage for which Safematic is not liable to the Buyer pursuant to the second and third paragraphs of this provision. Safematic is not liable for damage caused to: a) real estate or movable property if the damage occurs while the goods are in the buyer’s possession; b) products manufactured by the buyer or products in which these are included, or damage to real estate or movable property which these products cause as a result of the goods. Seller is not liable for operating losses, profit losses or other indirect losses in connection with the agreement, including indirect losses that arise as a result of delay or defects. The aforementioned limitations of Safematic’s liability do not apply if Safematic has been found guilty of gross negligence. If a third party makes a claim against one of the parties for liability under this clause, the party against which the claim has been made shall immediately notify the other party. Safematic and the buyer are mutually obligated to bring any claims in the court or arbitral tribunal which hears claims brought against one of them on the basis of damage or loss allegedly caused by the goods.

13 – Choice of law
In addition to the provisions contained in these terms and conditions, Danish law in general and the Danish Sale of Goods Act in particular apply to Safematic’s deliveries.

14 – Disputes

Any dispute between the parties that cannot be settled amicably shall settled either by arbitration or by the general courts of Safematic’s choice. If the case is to be decided by arbitration, the arbitration law in force at any given time shall apply. If the seller determines that a dispute must be settled in the general courts, the jurisdiction shall be that of Safematic’s domicile, i.e. the Odense County Court.