Sales and Delivery Terms

CH Hydraulik
CVR no. 39 63 88 78
Skernevej 29
4840 Nørre Alslev
(the ”Company”)

Scope
1. Scope. These General Sales and Delivery Terms (the “Terms”) apply to all agreements concerning the sale and delivery by CH Hydraulik, CVR no. 39 63 88 78, (the “Company”) of hydraulics services/components to business customers.
Contractual basis
1. Contractual basis. The Terms constitute the full and complete contractual basis for the Company’s sale and delivery of services and components to the Customer (the “Contractual Basis”). The Customer’s purchase terms printed on orders or otherwise notified to the Company do not form part of the Contractual Basis.
2. Amendments and additions. Amendments and additions to the Contractual Basis only apply if agreed in writing by the parties.
3. Legal status. Each party must immediately notify the other party if the former party’s status as a legal person changes or if such party is placed in bankruptcy or restructuring proceedings or voluntary winding-up proceedings.
Advisory services
1. Advisory services. Whenever the Company advises the Customer within the Company’s area of experience, this is accordance with the best available knowledge at the time of providing the advice, and the Company does not assume any liability in the event that experience leads to other solutions at a later point in time. Advisory services are based on the information presented to the Company by the Customer, and the Company will consequently not be liable for compliance with any requirements that have not been made in writing.
Products, spare parts and services
1. Products and spare parts. New products and spare parts sold and delivered by the Company to the Customer comply with Danish legislation at the time of delivery. The Company sells and delivers spare parts for new products for at least six months after the Customer has taken delivery. Products and spare parts are delivered Ex Works.
2. Services. Associated services sold and delivered by the Company to the Customer in connection with sale and delivery of products and spare parts, such as assembly, will be performed in accordance with good workmanship and comply with Danish legislation at the time of delivery.
3. Limitation of liability. Products and spare parts sold and delivered by the Company to the Customer are intended for the purposes prescribed by the relevant manufacturers at any time and for use in Denmark. Notwithstanding any contrary terms in the Contractual Basis, the Company will in no circumstances be liable for any loss, damage or injury attributable to use for another purpose or use outside of Denmark. The Customer must indemnify the Company to the extent that the Company becomes liable for such loss, damage or injury.
Pricing and payment
1. Pricing. All prices of products and spare parts are current prices and only applicable at the time of ordering. This means that prices may change without notice. All prices are stated exclusive of VAT and other taxes and duties.
2. Invoicing. Assembly and services are carried out on account in accordance with the Company’s current price list at the time when the Company confirms the Customer’s order, unless otherwise agreed by the parties in writing.
3. Driving. Driving in the Company’s own cars in connection with the performance of services is refunded by the Customer at the rates set by the Company.
4. Expenses. Expenses for board and lodging etc. in connection with the performance of services are refunded by the Customer at cost.
5. Quotation. Calculation and provision of quotations that do not result in an order or agreement with the Customer will be settled by account rendered, cf. also Clause 5, no. 2.
6. Payment.The Customer must pay all invoices for services within 10 days of receipt, unless otherwise agreed in writing by the parties.
7. Non-payment. Any non-payment by the Customer’s own customers is of no concern to the Company and cannot justify any withholding of the amount due to the Company.
Late payment
1. Interest. In the event that the Customer fails to pay an invoice when due for reasons for which the Company is not liable, the Company is entitled to interest on the amount due of 10% per month, calculated from the due date until payment is made, plus a compensation fee of DKK 310 and a reminder fee in accordance with applicable law.
2. Termination. If the Customer fails to pay an overdue invoice within 14 days of receiving a written order for payment from the Company, the Company is entitled to the following, in addition to interest under Clause 6.1: (i) cancel the sale of services/products to which the delay relates, (ii) cancel the sale of services/products not yet delivered to the Customer or claim advance payment thereof and/or (iii) invoke other remedies for breach.
Orders and order confirmations
1. Orders. The Customer must send orders for services to the Company in writing. An order must contain the following information for each order: i) order number, (ii) service number, (iii) description of service and (iv) delivery date.
2. Order confirmations. The Company endeavours to send confirmation or rejection of an order to the Customer in writing within five working days of receipt of the order. Confirmations and rejections of orders must be in writing in order to bind the Company.
3. Changes to orders. The Customer may not change a placed order without the Company’s written consent.
4. Inconsistent terms. If the Company’s confirmation of an order does not correspond to the Customer’s order or the Contractual Basis and the Customer does not wish to accept the inconsistent terms, the Customer must notify the Company in writing within two working days of receipt of the order confirmation. Otherwise, the Customer is bound by the order confirmation.
Delivery
1. Delivery time. The Company delivers on the order no later than at the time agreed. However, the Company is entitled to postpone the agreed delivery time in consequence of:
  1. Changes to the order requested by the Customer.
  2. Delays on the part of another supplier.
  3. War, unusual natural events, fires, strikes, lockouts, blockades, vandalism, shortage of materials or similar matters not attributable to the Company and beyond the control of the Company..
  4. The occurrence of precipitation, low temperature, strong winds or other weather conditions which prevent or delay the work because they are essentially greater than what is usual for the season and region concerned.
  5. Public orders or bans which were not issued because of the Company’s situation.
2. Inspection. The Customer must inspect the delivery at the time of receipt. If an error or defect is discovered that the Customer (or their customer) wishes to invoke, the Company must be immediately notified in writing. If the Company is not immediately notified in writing of an error or defect that the Customer (or their customer) has discovered or should have discovered, such error or defect cannot subsequently be asserted.
Delayed delivery
1. Notification. If the Company becomes aware of a delay in delivery, the Company will inform the Customer accordingly, stating the cause of the delay and the expected new delivery time, cf. also Clause 8.1.
Warranty
1. Warranty. The Company warrants that services are free from material construction errors and defects for 12 months after delivery. For parts that are remedied under warranty, the warranty period is 6 months from the completion of the remedy, but no longer than 18 months from the original delivery.
2. Exceptions. The Company’s warranty does not cover errors or defects caused by: (i) ordinary wear and tear, (ii) use contrary to the Company’s instructions or general practice or for non-contractual purposes, (iii) remedy or alteration by anyone other than the Company or (iv) other matters for which the Company is not responsible.
3. Notification. If an error or defect is discovered in the warranty period that the Customer wishes to invoke, the Company must be immediately notified in writing. If the Company is not immediately notified in writing of an error or defect that the Customer discovers or should have discovered, such error or defect cannot subsequently be asserted. The Customer must provide the Company with the information about a notified error or defect that the Company requests.
4. Inspection. Within reasonable time of the Company having received notification from the Customer of an error or defect and investigated the claim, the Company notifies the Customer whether the error or defect is covered by the warranty.
5. Remedy. Within reasonable time of the Company having notified the Customer, cf. Clause 10.4, that an error or defect is covered by a warranty, the Company will remedy such error or defect.
6. Termination. If the Company fails to remedy an error or defect covered by a warranty within reasonable time of the Company having notified the Customer in accordance with Clause 10.4, for reasons for which the Customer is not responsible, or the error or defect has not been remedied within a reasonable period of at least 14 days, the Customer may cancel the order(s) affected by the error or defect without notice in a written notification to the Company. The Customer has no other rights in connection with errors or defects in services than those expressly stated in Clause 10.
7. Spare parts. In the event of delivery time for the spare parts/components to be used in connection with the remedy, the remedy period stated in Clause 10.6 will be extended by the delivery time, cf. also Clause 8.1, nos. 2 and 3.
Liability
1. Liability. Each party is liable for its own acts and omissions under applicable law, subject to the limitations imposed by the Contractual Basis.
2. Limitation of liability. Notwithstanding any contrary terms in the Contractual Basis, the Company’s liability to the Customer may not, per calendar year, exceed 15 % of the sale of services that the Company has invoiced to the Customer in the immediately preceding calendar year. The limitation of liability does not apply if the Company has acted intentionally or grossly negligently.
3. Indirect loss. Notwithstanding any contrary terms in the Contractual Basis, the Company is not liable to the Customer for indirect losses, including loss of production, sales, profit, time or goodwill, unless caused intentionally or grossly negligently.
4. Force majeure. Notwithstanding any contrary terms in the Contractual Basis, the Company is not liable to the Customer for failure to fulfil obligations that may be attributable to force majeure. The exemption from liability remains in force as long as the force majeure situation persists. Force majeure is regarded as circumstances that are beyond the Company’s control and that the Company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flooding, vandalism and labour disputes.
5. Insurance. The Company must maintain necessary and statutory liability insurance, business insurance etc. on terms and with coverage that are customary in the industry.
Ownership
1. Ownership. The full ownership of all components supplied by the Company belongs to the Company until payment has been made in accordance with a specified invoice showing the delivered components.
2. Non-payment. In the event of non-payment, cf. the deadline in Clause 5, no. 6, the Company is entitled to collect and dismantle delivered components, however so that movable property belonging to the Customer does not suffer damage.
Intellectual property
1. The Customer’s intellectual property rights, including know-how, remain the Customer’s property, and there is no transfer thereof as part of the Agreement. Specifications, drawings etc. may only be used by the Company for the purpose of performing this Agreement.
Confidentiality
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.
2. Protection. The Customer may not improperly acquire or attempt to acquire knowledge of or dispose of the Company’s confidential information as described in Clause 14.1. The Customer must handle and store the information properly to prevent it from accidentally coming to the knowledge of others.
3. Duration. The Customer’s obligations under Clauses 14.1-14.2 apply throughout the parties’ cooperation and without time limit after the termination of the cooperation regardless of the reason for the termination.
Processing of personally identifiable information
1. Processing. The Company processes personal data with due observance of the General Data Protection Regulation. Information about the Customer’s name, email, telephone number, etc. is only used for the Customer’s ordering, communication with the Customer and any other factual purposes relating to the customer relationship.
2. The data subject’s rights. The Company complies with the rights of the data subjects (e.g. the right of access, the right to rectification, erasure, restrict processing, object, data portability, complain and the right not to be subject to a decision based solely on automated processing, including profiling).
3. Storage and disclosure. The Company stores the data as long as required for the purpose for which the data is processed. The Company will not disclose, sell or otherwise transfer data to third parties without the acceptance of the Customer.
4. Contact. If the Customer requests information about the data being processed or to have data erased or rectified, the Customer may contact the Company at mah@chhy.dk
Governing law and jurisdiction
1. Governing law. The parties’ cooperation is in all respects subject to Danish law.
2. Jurisdiction. Any dispute that may arise in connection with the parties’ cooperation must be settled by a Danish court.