Terms of sale and trade

Terms of sale and trade

1. Application
1.1 Application
These general terms of sale and delivery apply to all agreements concerning the sale and delivery by Podek, CVR number 25797930, of products, spare parts and related services to business customers.

2. Contractual basis

2.1 Contractual basis
Together with the Company’s quotations and order confirmations, these terms constitute the entire contractual basis for the Company’s sale and delivery of products, spare parts and related services to the customer (the “Contractual Basis”). The customer’s purchasing terms, whether printed on orders or otherwise communicated to the Company, do not form part of the Contractual Basis.

2.2 Amendments and additions
Amendments and additions to the Contractual Basis are valid only if agreed in writing by the parties.

3. Products, spare parts and services

3.1 Products and spare parts
Products and spare parts sold and delivered by the Company are new and comply with Danish legislation at delivery. The Company sells and supplies spare parts for a product for at least 2 months after delivery to the customer.

3.2 Services
Related services sold and delivered by the Company in connection with products or spare parts are performed with proper workmanship and comply with Danish legislation at delivery.

3.3 Limitation of liability
Products, spare parts and related services sold and delivered by the Company are intended for their designated purposes and for use in Denmark. Notwithstanding any contrary provisions in the Contractual Basis, the Company is under no circumstances liable for loss or damage attributable to use for another purpose or outside Denmark.
The customer shall indemnify the Company to the extent that the Company incurs liability for such loss or damage.

4. Price and payment

4.1 Price
Unless otherwise agreed in writing, prices for products, spare parts and related services follow the Company’s price list in force when the Company confirms the customer’s order. All prices exclude VAT.
4.2 Payment
The customer shall pay all invoices for products, spare parts or related services within 8 days, unless otherwise agreed in writing.

5. Late payment

5.1 Interest
If the customer fails to pay an invoice on time for reasons for which the Company is not responsible, the Company is entitled to interest on the overdue amount at 1% per month from the due date until payment.

5.2 Termination
If the customer fails to pay an overdue invoice within 14 days of receiving a written demand for payment, the Company is entitled, in addition to interest under clause 5.1, to: (i) terminate the sale of the products, spare parts and/or related services affected by the delay; (ii) terminate sales of products, spare parts and/or related services not yet delivered, or require advance payment for them; and/or (iii) exercise other remedies for breach.

6. Quotations, orders and order confirmations

6.1 Quotations
The Company’s quotations are valid for 10 days from their date unless otherwise stated. Acceptance received after the acceptance deadline is not binding on the Company unless the Company informs the customer otherwise.

6.2 Orders
The customer shall submit orders for products, spare parts or related services in writing. For each ordered product, spare part or service, an order shall specify: (i) order number; (ii) item number; (iii) description; (iv) quantity; (v) price; (vi) payment terms; (vii) delivery date; (viii) delivery address; and (ix) delivery terms.

6.3 Order confirmations
The Company aims to send written confirmation or rejection of an order within 2 working days of receipt. Confirmations and rejections must be in writing to bind the Company.

6.4 Changes to orders
The customer may not change a submitted order without the Company’s written acceptance.

6.5 Inconsistent terms
If the Company’s order confirmation differs from the customer’s order or the Contractual Basis and the customer does not wish to accept the inconsistent terms, the customer shall notify the Company in writing within 2 working days of receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.

7. Delivery

7.1 Delivery terms
The Company delivers all products and spare parts sold.

7.2 Delivery time
The Company delivers all products, spare parts and related services at the time stated in its order confirmation. Unless otherwise agreed, the Company may deliver before the agreed delivery time.

7.3 Inspection
The customer shall inspect all products, spare parts and related services on delivery. Any fault or defect the customer wishes to rely on must be reported immediately to the Company in writing. A fault or defect that the customer discovers or ought to have discovered cannot subsequently be relied on if it is not reported immediately in writing.

8. Delayed delivery

8.1 Notification
If the Company expects delivery to be delayed, it informs the customer, stating the reason and the new expected delivery time.

8.2 Termination
If the Company fails to deliver products, spare parts or related services within 10 days after the agreed delivery time for reasons for which the customer is not responsible, and delivery does not take place within a reasonable period of at least 10 days, the customer may terminate the affected order or orders without notice by written notification to the Company.
The customer has no other rights in connection with delayed delivery.

9. Warranty

9.1 Warranty
The Company warrants that products, spare parts and related services are free from material faults and defects in design, materials and workmanship for 12 months after delivery. For parts replaced under warranty, the warranty period is 12 months from replacement, but no later than 12 months from the original delivery.

9.2 Exclusions
The Company’s warranty does not cover wear parts or faults or defects caused by: (i) normal wear and tear; (ii) storage, installation, use or maintenance contrary to the Company’s instructions or generally accepted practice; (iii) repairs or modifications by anyone other than the Company; and (iv) other circumstances for which the Company is not responsible.

9.3 Notification
Any fault or defect discovered during the warranty period that the customer wishes to rely on must be reported immediately to the Company in writing. A fault or defect that the customer discovers or ought to have discovered cannot subsequently be relied on if it is not reported immediately in writing. The customer shall provide any information about the reported fault or defect requested by the Company.

9.4 Investigation
Within a reasonable time after receiving notification and investigating the claim, the Company informs the customer whether the fault or defect is covered by warranty. On request, the customer shall send defective parts to the Company. The customer bears the costs and risk of transport to the Company. If the fault or defect is covered by warranty, the Company bears the costs and risk of transport to the customer.

9.5 Remedy
Within a reasonable time after informing the customer under clause 9.4 that a fault or defect is covered by warranty, the Company remedies it by: (i) replacing or repairing defective parts; or (ii) sending parts to the customer for replacement or repair by the customer.

9.6 Termination
If, for reasons for which the customer is not responsible, the Company fails to remedy a covered fault or defect within a reasonable time after notification under clause 9.4, and the fault or defect is not remedied within a reasonable period of at least 30 days, the customer may terminate the affected order or orders without notice by written notification to the Company.
The customer has no rights in connection with faults or defects in products, spare parts or related services other than those expressly stated in clause 9.

10. Liability

10.1 Liability
Each party is responsible for its own acts and omissions under applicable law, subject to the limitations in the Contractual Basis.

10.2 Product liability
The Company is liable for delivered products and spare parts to the extent required by mandatory product liability legislation. The customer shall indemnify the Company to the extent that the Company incurs product liability beyond this.

10.3 Limitation of liability
Notwithstanding any contrary provisions in the Contractual Basis, the Company’s total liability to the customer in any calendar year shall not exceed 40% of the net sales of products, spare parts and related services invoiced to the customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or with gross negligence. Podek ApS, CVR 25797930, 1 January 2019.

10.4 Indirect loss
Notwithstanding any contrary provisions in the Contractual Basis, the Company is not liable for indirect loss, including loss of production, sales, profit, time or goodwill, unless caused intentionally or through gross negligence.

10.5 Force majeure
Notwithstanding any contrary provisions in the Contractual Basis, the Company is not liable for failure to fulfil obligations attributable to force majeure. The exemption continues for as long as the force majeure event persists. Force majeure means circumstances beyond the Company’s control that it should not have foreseen when entering into the agreement. Examples include unusual natural conditions, war, terrorism, fire, flooding, vandalism and labour disputes.

11. Intellectual property rights

11.1 Ownership
All intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyright, belong entirely to the Company.

11.2 Infringement
If delivered products or spare parts infringe a third party’s intellectual property rights, the Company shall, at its own expense: (i) secure the customer’s right to continue using the infringing products or spare parts; (ii) modify them so they no longer infringe; (iii) replace them with non-infringing products or spare parts; or (iv) repurchase them at the original net purchase price less 30% per year since delivery. The customer has no other rights arising from infringement of third-party intellectual property rights by products, spare parts or related services.

12. Confidentiality

12.1 Disclosure and use
The customer may not disclose or use, or enable others to use, the Company’s trade secrets or other information of any kind that is not publicly available.

12.2 Protection
The customer may not improperly obtain or attempt to obtain knowledge of or control over the Company’s confidential information described in clause 12.1. The customer shall handle and store the information securely to prevent unintended disclosure to others.

12.3 Duration
The customer’s obligations under clauses 12.1–12.2 apply throughout the parties’ business relationship and indefinitely after its end, regardless of the reason for termination.

13. Governing law and jurisdiction

13.1 Governing law
The parties’ business relationship is governed in all respects by Danish law.

13.2 Jurisdiction
Any dispute arising in connection with the parties’ business relationship shall be resolved by a Danish court.