General terms of trade
Unless otherwise agreed in writing, these general terms and conditions between Danova and Danova’s customers apply to Danova’s sale of products and services to the customer. Products and services are referred to as “Delivery”.
Terms & Conditions
All products are supplied EXW.
Services are provided at the time and place agreed between Danova and the customer. If the parties have agreed to a takeover transaction which, for reasons beyond Danova’s Control, were not held by the agreed acquisition date, the delivery will be deemed to have taken place on the agreed acquisition day. The risk and responsibility for the delivery are hereby transferred to the customer and the complaint period, cf. 5, begins.
If the customer commences the delivery before the takeover has taken place, the delivery will be deemed to have taken place from the date the delivery was started. Risk and liability then pass to the customer and the complaint period, cf. 5, begins.
If Danova causes a delay in delivery, the customer may claim compensation for documented losses up to an amount equal to 0.5% of the price of the delayed part of the delivery for each week for which the delivery is delayed, however, a maximum amount equal to at 7.5% of this price. The customer must notify Danova without delay if intended to claim compensation. If Danova does not receive notice without delay, the Customer’s right to claim compensation for the delay will lapse. If the maximum amount of compensation comes to payment, the customer can withdraw the purchase of the delayed part of the delivery without incurring liability provided the delivery does not occur within one of the customer’s reasonable period. Withdrawal does not justify the customer claiming additional compensation. In the case of continuous delivery of goods and / or services, the customer is not entitled to cancel non-delayed orders.
3. INTELLECTUAL RIGHTS
In case of Danova’s sale under these conditions, no intellectual property rights (“IPR”) are transferred between the parties, unless a separate written agreement has been made in this regard. Danova retains all IPR included in the delivery. However, in cases where the delivery includes software, the customer has an unlimited, non-exclusive and non-transferable right to use the software in its original form and solely for the use stated in the product specification. Customer does not have the right to copy, develop or modify any part of the Software. All drawings, descriptions, models etc. provided free of charge by Danova remains Danova’s property.
4. PRICE AND PAYMENT
All prices are exclusive of taxes and transport and insurance premiums. Such costs will be shown separately in invoices. For continuous delivery of products and services, the price of each delivery, unless otherwise agreed, will be based on Danova’s list price at the time of delivery.
Terms of payment
Payment must be made within 14 days of the invoice date, unless otherwise agreed in writing. In case of late payment, the outstanding amount will be added interest of 1.5% per month started.
Retention of title
Danova has retention of title in all products sold until full payment has been made.
The powers in para. 5 is the customer’s sole breach of authority in the event of defects in the delivery.
Danova guarantees that 1) all products are produced in accordance with the product specifications and delivered flawlessly, and 2) all services are performed as agreed between the customer and Danova with the necessary expertise and thoroughness. Danova does not warrant that deliveries are designed or suitable for use for particular, specific purposes. The customer is obliged to investigate the delivery for visible defects at the receipt. Any defect must be notified in writing to Danova as soon as the customer becomes or should have become aware of this. If the customer does not immediately notify Danova of a defect, the customer’s right to invoke that defect lapses. Danova shall initiate defect repair without undue delay after receipt of timely notification of a defect. Danova itself decides whether a defect should be rectified by repairing or replacing the defective delivery. If a material defect is not rectified within a reasonable time (the type and extent of the defect taken into account), the customer is entitled to cancel the purchase of the defective part of the delivery with a further notice of two (2) weeks. This right lapses if the defect is rectified during the two weeks.
In the event of defects for which Danova is responsible, the customer is subject to the restrictions resulting from clause. 6, entitled to compensation for direct loss, which includes 1) direct costs incurred as a result of the defect, and 2) personal and property damage caused by the defective delivery (product liability). The customer cannot count the damages in outstanding payments.
Any claim from the customer regarding the delivery, including product liability claims, must be notified immediately to Danova and in any case within 1 year after delivery of the faulty products / services. At the end of this period, claims against Danova can no longer be raised.
6. LIMITATION OF LIABILITY
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Danova cannot in any case be held liable, including in relation to product liability, for indirect losses and consequential damages, including, but not limited to loss of operation or revenue and loss of data or profit and discontinuance, and Danova cannot be held responsible for circumstances due to usually wear, finishing, incorrect use or fault handling of the delivery.
Danova cannot be held responsible for any damage that the delivery may cause when integrated into or forming part of the customer or third party’s equipment, products, property or real estate.
Danova’s total liability, including liability and liability for defect-related costs, – regardless of whether the claim is based on contract, warranty, injurious action, product liability (except personal injury) or any other non-fulfillment of purchases covered by these terms – cannot exceed the lowest of the following amounts: 1) 50% of the purchase price for the part of the delivery from which the claim arises, and 2) DKK 1 million.
The Customer shall indemnify Danova for any third party claim in connection with the delivery to the extent such claims would have been covered by or limited by these terms.
7. FORCE MAJEURE
Danova cannot be held liable for any delay or failure to do so due to force majeure events such as fire, explosion, work stoppage or lockout, earthquake, injury or accident, failure or failure of transport units, epidemic, flood, drought, declared or undeclared war, revolution, civil riots, hostile acts, blockade or embargo, failure to obtain the necessary licenses, permit or authorization, unexpected costs that directly or indirectly affect the delivery’s cost of production or laws, ordinances, rules, regulations, requirements or conditions of government. In a force majeure situation, the delivery is delayed by a period corresponding to the delay caused by the force majeure event. If the delivery in question is delayed for more than 60 days, the parties can each terminate it.
For purchases covered by these Terms, any information that the Customer receives from Danova, including, but not limited to, information about the delivery, processes, engineering, results, materials, design, prices and all physical material shall be treated and kept confidential by the customer unless another is agreed. The Customer may not, without prior written consent, use Danova confidential information for anything other than what is necessary in order to use the delivery for the purposes stated or clearly stated in the documentation accompanying the delivery.
9. EXPORT CONTROL
If the customer exports or re-exports the shipment globally, the customer must comply with all national and international (re-) export control regulations. If Danova is to perform export control checks, the Customer shall promptly, at Danova’s request, provide Danova with all relevant information regarding the End Customer, destination and intended use of goods, works and services provided by Danova. The Customer shall indemnify Danova for any claim, legal action, fine, loss, expenses and damages arising from or relating to the customer’s failure to comply with export control regulations, and the customer must reimburse Danova for all resulting losses and expenses. Danova is under no obligation to comply with this Agreement if performance is prevented by national or international trade or customs or other sanctions, including embargo.
Unless otherwise specifically agreed by the parties, Danova may, in its sole discretion, decide whether disputes arising out of or in connection with these Terms shall be settled by 1) arbitration in accordance with the rules of the Arbitration Institute at any time or 2) in the Danish courts. The venue is Copenhagen, Denmark. All disputes must be settled under Danish law, however, Danish conflict of laws rules and the United Nations International Purchasing Act (CISG) do not apply.
11. FOR RETURNS THE FOLLWING APPLIES:
Products are not returned for credit without Danova’s prior acceptance. All returns must be marked with a return number provided by Danova. Products sent to Danova without agreement will be returned to the sender.
Danova, Møllebakkevej 155, 4243 Rude CVR: 12806698 – 2015