Terms of sale and delivery

The following general terms and conditions of sale and delivery apply, to the extent that they are not deviated from by other written agreement

OFFER AND ACCEPTANCE

All offers for deliveries are binding for 14 days from the date of the offer, unless otherwise expressly agreed.

PRICE

Information in price lists etc. is considered indicative and is excl. VAT All prices are excl. packaging and shipping. If there have been increases in wages, material prices or other costs between the order and delivery, the seller is entitled to adjust the price with such documented increases until delivery has taken place.

DEVIATIONS ACCORDING TO THE OFFER

If the buyer makes additions or changes to the order placed, the seller is entitled to reject these or to cancel the order. If the seller accepts the additions or changes, the seller is entitled to make the necessary changes to delivery time and price. The seller reserves the right, before delivery, and without prior notice, to make changes in construction, execution or the like, which the seller may deem necessary. This does not entitle the buyer to any form of compensation.

TRANSFER OF RISK

Unless otherwise agreed, delivery is deemed to have taken place ex factory. The time of delivery is the time when the goods are reported ready by the seller (for collection purchases), or when the goods are handed over to the carrier.
Any shipment will only take place in accordance with the buyer’s instructions and at the buyer’s expense and risk. If the buyer has not prescribed a specific shipping method, this will be chosen at the best discretion of Robot Nordic ApS. The buyer is obliged to insure the delivered in full, including other items belonging to the buyer that are fully or partially part of a project.

DELIVERY

If the seller’s delivery is significantly delayed, the buyer can set a reasonable final delivery deadline in writing to the seller within which the seller must deliver. If the seller does not deliver within this period, the buyer can cancel the agreement in writing regarding the delayed delivery. The seller can, however, cf. the section “Force majeure”, invoke the right to a longer delivery period if the delay is due to circumstances beyond the seller’s influence. If the seller is late with a partial delivery, the buyer, cf. above, can only collect for the delayed delivery, unless the buyer can prove that subsequent deliveries will obviously also be delayed. If the agreement is terminated in accordance with the preceding provision, the buyer cannot demand compensation.

PAYMENT

Unless otherwise agreed, the payment terms are 8 days net from the invoice date. In the case of sales for successive delivery over a certain period of time, the goods are invoiced according to fixed deadlines. If the buyer fails to receive the goods, payment must still take place. If due amounts are not paid on time, late payment interest of 2% per started month. In the event of any delay in payment, the seller may choose to cancel or maintain the agreement. The seller is also entitled to compensation for any loss in connection with the delayed payment.
The buyer is not entitled to set off any counterclaims that are not expressly accepted by Robot Nordic ApS.

RETENTION OF TITLE

The delivered item remains the seller’s property until payment has been made in full.

Payment by check or other non-cash means is not considered paid until full redemption has taken place.

BUYER’S DUTY TO INVESTIGATE

The buyer must carry out a detailed examination of the sale item upon delivery. Under this, the buyer must carry out a proper test under realistic production conditions and immediately stop production if what is delivered does not function satisfactorily.

Deficiencies

Should the delivered product prove to have significant defects for which the seller is responsible, the seller is entitled and obliged to remedy the defects at no cost to the buyer. However, the seller can also make an exchange at his own choice. In addition, the seller has no responsibility for losses. Compensation is thus not provided for operating loss, loss of profit and other indirect loss. Defects that can be attributed to the buyer’s circumstances, the seller is not obliged to remedy. Conditions that can be attributed to the buyer include misuse, incorrect ordering, incorrectly provided data when ordering, etc. The buyer delivers any defective items to the seller’s address with a detailed description of claimed defects.

TOLERANCES

The seller reserves tolerances within applicable standards, and the buyer is encouraged to indicate if there are particularly sensitive areas where usual tolerances cannot be accepted.
In the case of machines/equipment that are older than 10 years, reservations are made against spare parts that cannot be used for the existing equipment, and the spare part cannot therefore be returned.

COMPLAINT

Invoking defects/delays must be made in writing to the seller immediately and within 8 days of receipt of the delivery.

INTELLECTUAL RIGHTS

Seller’s drawings, sketches, specifications etc. belongs to the seller after the completion of the work. The material is considered trade secrets, which is why it must not be copied and/or handed over to third parties without the seller’s consent. Responsibility for infringement of copyright, patents, trademarks, designs and the like rests solely with the buyer. If the seller incurs liability towards a third party due to the buyer’s lack of rights, the buyer indemnifies the seller for such liability. The buyer is obliged to be sued before the same court that deals with the issue of the seller’s liability towards third parties.

PRODUCT LIABILITY

The buyer must indemnify the supplier to the extent that the supplier is held liable to third parties for such damage and loss for which the supplier is not liable to the buyer according to the second and third paragraphs of this point. The supplier is not responsible for damage caused by the delivery after takeover:

a) on immovable property or movable property, which occurs while the delivery is in the buyer’s possession

b) on products manufactured by the buyer, or on products in which these are included, or for damage to immovable or movable property caused by these products as a result of the delivery

In no case is the supplier responsible for operating losses, lost profits or other financial consequential losses. The aforementioned limitations on the supplier’s liability do not apply if he has been guilty of gross negligence. If a third party makes a claim against one of the parties for liability in accordance with this point, this party must immediately notify the other party.

The supplier and the buyer are mutually obliged to be sued in the court or arbitral tribunal which hears claims for damages brought against either of them on the basis of damage or loss alleged to have been caused by the delivery.

FORCE MAJEURE

Should delivery be prevented due to force majeure, the seller is relieved of all liability and reserves the right to cancel the agreement in whole or in part or to postpone the delivery by a period reasonable in the circumstances in addition to the delivery time specified in the agreement.

FOREIGN CURRENCY

In the case of sales in foreign currency, the seller reserves the right to increase the price in the event of a devaluation of the relevant foreign currency in the period between the conclusion of the agreement and the payment date.

CHOICE OF LAW AND JURISDICTION

Disputes arising from the transaction must be settled according to the rules applicable at any time under Danish law. Venue has been agreed at Odense District Court.

If both parties so wish, a dispute can be resolved as arbitration at the District Court in Odense, where the presiding judge appoints 1 arbitrator. In cases with a value over DKK 1 million, 3 arbitrators are appointed.

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