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.