Terms and Conditions of Sale and Delivery for Automation Steel ApS

§ 1. General

The following general terms and conditions of sale and delivery apply insofar as they have not been deviated from by written agreement between the parties, and apply to all quotations, order confirmations, sales, and deliveries made by Automation Steel (hereinafter referred to as the Seller).

§ 2. Quotation, Order, and Acceptance

An order/purchase is only binding for the Seller when the Buyer has received a written order confirmation or the ordered goods. If the Buyer is of the opinion that the information in a received order confirmation or the terms in these terms and conditions of sale and delivery are contrary to the agreement entered into, the Buyer must immediately submit a written complaint. The terms and conditions of sale and delivery take precedence over any provisions in the Buyer’s order/acceptance, including the Buyer’s general terms.

§ 3. Drawings and Descriptions

All information regarding weight, dimensions, capacity, technical and other data as well as prices listed in catalogues, advertisements, quotations, image materials, websites, price lists, etc., is approximate and does not constitute any form of guarantee or warranty, unless otherwise specified as a clear prerequisite in the parties’ agreement.

§ 4. Prices

The Seller is entitled at any time to change its prices/price lists. Unless otherwise agreed, sales take place in accordance with the price list valid on the date of the order confirmation. Price indications are subject to strike, lockout, and other circumstances beyond the Seller’s control. Stated prices are ex the Seller’s address and exclusive of VAT, commissioning, testing, and installation unless otherwise agreed between the parties, and are based on the exchange rates and cost levels for materials, wages, and transport prevailing at the time of the quotation, and may therefore be adjusted in accordance with changes in prices and exchange rates.

Prices may therefore also be adjusted as mentioned above for already concluded agreements. If the nature of the delivery changes, or if the Seller’s costs increase in any other way caused by the Buyer’s circumstances, the Seller is entitled but not obligated to adjust the price accordingly. For deliveries abroad, prices are exclusive of packaging, export duties, customs duties, consular fees, and similar charges in the receiving country.

§ 5. Delivery

Delivery takes place Ex Works (EXW) the Seller’s address unless otherwise agreed between the parties. Shipment takes place at the Buyer’s expense and risk. If the Seller has not received specific instructions, the Seller is entitled to choose means of transport and transport route at the Buyer’s expense and risk. The Seller is not liable for transport damage, and the Buyer must arrange separate freight carrier insurance. If the Buyer receives a damaged product where the damage occurred during transport, the Buyer must immediately contact the carrier. The Seller is not liable in any way for damage occurring during transport. It is the recipient’s responsibility upon receipt to inspect the goods for defects.

§ 6. Delivery Time

The time of delivery is determined when the agreement is entered into. The stated delivery time is indicative and subject to delays due to strikes, lockout, war, mobilisation, seizure, currency restrictions, transport obstacles, power restrictions, fire, missing or defective deliveries from subcontractors, or causes beyond the Seller’s control, and the delivery time will in such cases be postponed by a number of days corresponding to the duration of the hindrance. Delivery at the postponed delivery time is in every respect considered timely.

If the delivery time is stated as a specific number of days or weeks, the period is calculated from the time when the Seller has received all precise information from the Buyer necessary to carry out the order. If the Buyer does not fulfil any outstanding payment obligations, the delivery time is postponed by a period corresponding to the delay in the payment in question.

If delays occur for reasons other than those mentioned above, this does not entitle the Buyer to cancel the purchase wholly or partially or assert other remedies against the Seller, unless the delay is considered substantial and the Seller has not delivered within 14 days after having received written notice from the Buyer. Any compensation cannot in any case be claimed to cover the Buyer’s operating loss, loss of profit, penalties, or other indirect loss.

§ 7. Goods on Trial

oods on trial are only sent after prior written agreement with the Seller and provided that the Buyer pays freight both upon delivery from the Seller and for any return. If the Buyer does not return a product after the trial period, the product will automatically be invoiced after the end of the trial period in accordance with these terms and conditions of sale and delivery and based on the Seller’s applicable price list. The Buyer is liable for damages and insurance for the product during the trial period.

§ 8. Payment

Payment must be made by the date stated on the invoice, which is normally net cash upon delivery unless otherwise agreed in writing. If such a date is not stated, payment terms are cash upon delivery. If the Buyer does not make payment on time, the Seller is entitled to charge interest on the outstanding amount at 2% per month on the balance at any given time from the moment of agreed delivery until payment is made.

Missing payment after the due date may result in legal debt collection without further notice, and the Seller may charge collection costs beyond those stipulated in Executive Order No. 601 of 12 July 2002.

The Buyer is not entitled to withhold any part of the purchase price as security for fulfilling any obligation under section 14, nor does a delay in an insignificant part of the delivery entitle the Buyer to omit full payment according to the agreement. If goods that must be delivered at a specific time according to agreement are not collected on time by the Buyer, the Seller may choose to sell the goods at the Buyer’s expense after notifying the Buyer or store the goods at the Buyer’s expense. The Buyer must pay all storage-related costs. Regardless of the delay in collection, the Buyer is obligated to pay the agreed amount at the due date. During storage, the goods are stored at the Buyer’s risk.

§ 9. Retention of Title

The Seller retains ownership of the goods sold until full and final payment, including any interest, has been made. If the goods are modified or processed, the retention of title covers the modified or processed goods corresponding to the value of the goods at the time of sale.

§ 10. Design Changes

The Seller reserves the right to make any necessary changes to design, execution, etc., before delivery without prior notice to the Buyer. Such changes only entitle the Buyer to cancel the purchase if the Buyer can prove that a specific design, execution, etc., was an essential prerequisite for the purchase. Changes made and any cancellation caused thereby do not entitle the Buyer to compensation of any kind nor to proportional reduction of the purchase price.

§ 11. Drawings, etc.

All drawings, estimates, descriptions, or other material, whether printed, analog, or digital, that are submitted with quotations or deliveries are the Seller’s property and may not, without the Seller’s written permission, be reproduced, shown to other companies, or used to carry out work. All material created by the Seller for use in connection with the quotation must be returned upon request.

§ 12. Packaging

Crates or other packaging that is returned will not be credited and will only be accepted after written agreement.

§ 13. Defects

For a period of 12 months from delivery of the goods, the Seller is liable for construction, manufacturing, or material defects, provided that the Buyer can prove that the defect is due to intent or gross negligence on the part of the Seller.

The Seller is not liable for defects resulting from wear, overload, abnormal use, inadequate maintenance, operation contrary to the Seller’s instructions, or the Buyer’s own repair attempts. The Seller is also not liable for defects if components not manufactured or approved by the Seller are used together with the delivered goods.

If the Seller is liable for defects as mentioned, the Seller is entitled, at its own discretion, either to replace or repair such components or parts that prove defective due to construction, manufacturing, or material errors. The Buyer bears the cost of disassembly, shipment, reassembly, commissioning, etc. The Buyer may not rectify defects unless the Seller has approved the defects and the method of rectification in writing.

The Buyer is encouraged to inspect the goods immediately upon receipt. If the goods suffer from a defect, the Buyer must notify the Seller in writing within 5 business days from delivery. After the expiry of the 5-day period, the defect cannot be invoked. Compensation cannot be claimed for operating loss, loss of profit, penalties, or other indirect losses. The Seller is not liable for defects asserted more than 12 months after delivery. If no defect is found, a service fee of DKK 800 per hour commenced will be invoiced to the Buyer. Goods sent for repair or replacement must be shipped in the original packaging, and if transport is paid by the Seller, the carrier is chosen by the Seller.

If the Seller repairs a used component belonging to the Buyer, or if the Buyer purchases a used component repaired/refurbished by the Seller, the Buyer has the same defect rights as above, except the defect liability is limited to 3 months from delivery. The above also applies to defects in services performed by the Seller in connection with sales of goods, including but not limited to installation, replacement, installation work, etc. The same applies to defects in tests or final inspections made by the Seller.

§ 14. Limitation of Liability

The Buyer has no remedies other than those expressly stated in these terms and conditions of sale and delivery.

The Seller can under no circumstances be held liable for operating loss, loss of profit, penalties, loss of time, or similar indirect losses. The Seller’s liability can never exceed the purchase price according to the agreement.

§ 15. Product Liability

For damages covered by Act No. 261 of 20 March 2007 on Product Liability, the provisions of the Act apply.

For product liability not covered by the Act, the following limitations apply:

The Seller is only liable for personal injury if it is proven that the damage is due to errors or negligence committed by the Seller or others for whom the Seller is responsible. The Seller is not liable if the Seller proves that the defect is due to the product having to comply with mandatory public regulations or that it was impossible to detect the defect based on scientific and technical knowledge at the time the product was placed on the market. The Seller is not liable if the defect causing the damage was not present when the product was placed on the market.

The Seller is not liable for damage to real property or chattels occurring while the material is in the Buyer’s possession. The Seller is also not liable for damage to products manufactured by the Buyer or products containing such goods. Otherwise, the Seller is liable for damage to property under the same conditions as for personal injury. The Seller is not liable for operating loss, lost earnings, or other indirect loss.

To the extent that the Seller is held liable towards third parties, the Buyer must indemnify the Seller to the same extent as the Seller’s liability is limited above.

These limitations do not apply if the Seller has acted with gross negligence. The Seller limits its liability to direct losses caused by gross negligence and to a maximum of DKK 20,000 per delivery. Compensation may be reduced or eliminated if the injured party contributed to the damage through intent or negligence.

If a third party presents a claim against one of the parties under this section, the party must immediately notify the other. The Seller and the Buyer are mutually obligated to let themselves be sued at the court or arbitration tribunal hearing the compensation claim.

§ 16. Product Information and Advisory Liability

The Seller is generally only liable for the goods meeting the specifications provided in connection with the sale—not for whether the goods are suitable for the Buyer’s use. The Seller only accepts further responsibility if the Seller has provided separate, written advice in the form of a project, calculations, or a specific written statement about suitability for a specific purpose for a Buyer who cannot be expected to independently assess the suitability of the goods.

The Seller assumes no liability for statements marked as estimates or assessments. The Seller only accepts liability if the advice provided was irresponsible based on the Seller’s knowledge at the time. Advice is based on data from the Seller’s suppliers, and the Seller only covers losses due to errors in this data to the extent that suppliers compensate the Seller.

If errors in written advice are discovered, the Buyer must immediately notify the Seller. If this obligation is not fulfilled, the Seller only compensates losses directly caused by the faulty advice up until the point where the Buyer should have notified the Seller. Upon timely notification, the Seller provides new free advice.

The Seller’s liability for losses caused by faulty advice is limited to direct losses and a maximum of DKK 10,000 per delivery. The Seller is never liable for operating loss, loss of profit, penalties, or other indirect loss. Liability for advisory errors expires 1 year after the related delivery has been handed over to the Buyer.

§ 17. Installation and Commissioning

If the Buyer chooses to let the Seller handle installation and commissioning, the Seller always insures its own technicians against accidents, while assistance personnel and equipment are not insured by the Seller, as assistance personnel are considered employees of the Buyer and equipment is loaned by the Buyer. The Buyer must provide necessary products, utilities, compressed air, 400V electricity, external installations, forklift, lifting gear (crane and any man-lift), and packaging at no cost to the Seller or its partner. At the start of installation, the installation area must be cleared and dry, and utilities must be installed and ready for use.

If the Buyer requires the Seller or its employees to complete specific courses/training to perform installation, the Buyer pays all related costs.

§ 18. Software

Products sold by the Seller operate through software. In addition to these general terms and conditions of sale and delivery, the following applies to the software:

A. Right of Use Only

When purchasing products from the Seller, the ownership and copyright to the software, source code, documentation, and technical specifications remain with the Seller. The Buyer only obtains a limited and non-exclusive right to use the software. Updates to the software are also covered by these conditions. The Buyer acknowledges that software, images, user interfaces, photographs, animations, video, audio, music, text, electronics, manuals, and accessory applications are protected under copyright law, marketing law, and international conventions.

B. Content of the Right of Use

The Buyer may under no circumstances without prior written permission from the Seller perform or allow reverse engineering, decompilation, or disassembly of the software. If the Buyer wishes to develop software interoperable with the Seller’s software, the Buyer must contact the Seller for necessary information. The Seller is not obligated to disclose such information and may instead refer the Buyer to carry out the above-mentioned actions.

The protected material mentioned above may under no circumstances be copied. If the Buyer proves that the software has been destroyed, the Buyer may obtain replacement software from the Seller subject to separate agreement and possible payment. The software is licensed as one product and may only be used on the specific product with which the right of use is sold. The Buyer acknowledges that the software is standard software and that the Seller does not guarantee that the software meets the Buyer’s needs or expectations. The Buyer accepts that the software—like all software—may contain errors and defects and that any costs associated with error correction or updates are not covered by the Seller.

C. Transfer of the Right of Use

The right of use may only be transferred to a third party in full (including all components, media, printed material, and upgrades) and only together with the specific product on which the software is installed. Transfer requires that the Buyer ensures the third party accepts these terms. Upon transfer, the Buyer must immediately destroy any copies of the software or updates not transferred. If the software is an upgrade, all previous versions must be included. “Transfer” includes all forms of transfer, including gift or enforcement.

D. Sanctions

If the Buyer violates the above, the Seller is entitled to require all software and copies to be returned or destroyed. The Buyer must also disclose the scope of the violation, including number of copies, turnover, and names of recipients. The Seller may stop violations through immediate injunctions without security and may demand compensation, reasonable remuneration, and criminal penalties.

§ 19. IP Rights

The Buyer acknowledges that the Seller holds all other IP rights to the products manufactured by the Seller.

§ 20. Governing Law and Venue

In the event of disagreement between the parties, the dispute must be settled under Danish law with the Court of Esbjerg as the proper venue. However, the Seller may demand arbitration according to applicable rules. The choice of law does not include Danish international private law rules, including CISG.

§ 21. Miscellaneous

Changes or additions to these terms and conditions of sale and delivery must be agreed in writing in order to be valid between the Seller and the Buyer.

§ 22. Covid-19

Due to coronavirus (Covid‑19) and the unpredictable development, extent, and impact of the virus, which may affect or prevent the Seller’s or subcontractors’ timely fulfilment of obligations under quotations, order confirmations, sales, and deliveries, all such are issued with the reservation that if the Seller’s ability to fulfil obligations is delayed, prevented, or made unreasonably burdensome due to or related to coronavirus or similar pandemic or epidemic, the Seller disclaims all liability (including penalties and compensation) for failure to fulfil obligations until such time as fulfilment is again possible and not unreasonably burdensome, and the Buyer cannot assert any remedies.

If the Seller is affected directly or indirectly by coronavirus or similar pandemic or epidemic—including quarantine, travel restrictions, increases in supplier prices, or similar measures—before, during, or after performance of obligations, the Seller is entitled to invoice the Buyer separately for the additional costs.

Both Seller and Buyer are obligated to follow and comply with all public guidelines—including legislation and orders—related to coronavirus or similar pandemic or epidemic. Both parties must keep each other informed of any infection outbreaks.