Terms and Conditions of Sale and Delivery For Danilift A/S
1.1 These terms and conditions of sale and delivery apply to all agreements regarding Danilift A/S' ("Danilift") sale and delivery of deliveries (the "Delivery") to any customer (the "Customer").
1.2 These terms and conditions of sale and delivery may only be deviated from by express written agreement with Danilift. The Customer’s purchase conditions, including the Customer’s indication of special or general terms/requirements in the order, acceptance, purchase conditions, etc., are thus not considered a deviation or change to these conditions, unless Danilift has expressly accepted such deviations or changes.
2.1 The content of Danilift’s advertising material, presentations or other sales material does not form part of the basis of the agreement with the Customer, unless Danilift has confirmed this in writing to the Customer.
3.1 The price for the Delivery is set out in the agreement with the Customer (the “Agreement”). If no written agreement on price has been entered into, and if nothing else follows from an agreement entered into between the parties, all Deliveries are made in accordance with Danilift’s prices which are in effect at the time of delivery.
3.2 All stated prices are in Euro (€), excl. VAT and any other public charges.
3.3 Unless otherwise agreed, the agreed purchase price is due in the current month + 45 days from the time of delivery. If the Customer does not pay the purchase price by the due date, interest is accrued on the amount due at the interest rate applicable at all times according to the Interest Act.
3.4 If the Customer defaults on its payment obligation, Danilift is entitled to suspend all other Deliveries to the Customer. If the arrears are not paid within a further deadline set by Danilift, Danilift is entitled, at its own discretion, to cancel or maintain the Agreement with the Customer. The Customer is under any circumstances obliged to cover Danilift’s costs and losses arising as a result of the Customer’s payment default.
3.5 The Customer is – regardless of counterclaims – not entitled to make deductions or offsets from the purchase price, unless Danilift has accepted this in writing.
4.1 Danilift has the ownership right to any Delivery until the full purchase price plus any interest and other costs has been paid.
4.2 Until ownership has passed to the Customer, the Customer undertakes to store the Delivery properly.
5.1 If a delivery clause has been agreed in the Agreement, this is interpreted in accordance with the Incoterms applicable at the time of the conclusion of the Agreement. If a delivery clause has not been agreed, delivery is deemed to have taken place ”ex works”.
5.2 Any delivery time stated by Danilift is only based on Danilift’s best estimate and is thus not binding on Danilift, unless a fixed delivery time has been expressly agreed.
5.3 If an expressly agreed fixed delivery time, cf. 5.2, is not adhered to, Danilift is entitled to postpone delivery by 10 working days calculated from the end of the agreed fixed delivery time. The Customer cannot exercise rights of default before the end of the extended delivery time.
5.4 If Danilift exceeds the extended delivery time, cf. 5.3, the Customer is entitled to a weekly agreed penalty from the end of the extended delivery time. The agreed penalty is 0.5% of the part of the agreed purchase price that covers the delayed Delivery. Agreed penalty is paid for each week the delay lasts.
5.5 If Danilift exceeds the extended delivery time by more than 60 working days, the Customer is entitled to cancel the order regarding the delayed Delivery. If the Customer chooses to cancel the order, the Customer is entitled to a refund of any payment made regarding the delayed Delivery. The Customer cannot assert other rights of default against Danilift in connection with the resulting delay and thus cannot make any claim for compensation of any kind.
5.6 If delivery cannot be carried out as a result of the Customer’s circumstances, the Delivery is at the Customer’s expense and risk to Danilift. Danilift is entitled to collect storage rent and other costs associated with storage of the Delivery paid by the Customer.
6.1 The Customer is obliged to check the Delivery immediately upon receipt of the Delivery and examine it for any defects. If the Customer finds that the Delivery suffers from defects, the Customer must, without undue delay, make a written complaint to Danilift specifying the defects that are claimed.
6.2 However, any complaint must in any case be made to Danilift no later than 7 working days after the Customer became or should have become aware of the matter that grounds the complaint. Defects that are discovered or should have been discovered by the Customer during an inspection as referred to under section 6.1 can thus not be invoked when more than 7 working days have passed after the inspection as referred to under section 6.1.
6.3 The absolute time limit for referring complaints for non-visible defects (i.e. defects that could not be detected by a reasonable examination of the Delivery) is 12 months from the time of delivery, unless this complaint period is incompatible with a warranty period. Warranties are only valid for Danilift if Danilift has confirmed these to the Customer in writing.
6.4 If the Customer does not complain in a timely manner, the Customer’s right to assert a defect shall lapse.
6.5 A defect is not considered to exist if the Customer has used or stored the Delivery incorrectly, including disregarding guidelines from Danilift. In the event of a justified and timely complaint, Danilift is entitled, at its own discretion, to redeliver, remedy or to notify the Customer of a proportionate reduction in the purchase price determined by Danilift. The Customer cannot exercise other rights of default, including making a claim for damages for losses of any kind arising as a result of the defect.
6.6 Danilift’s responsibility does not include defects caused by material provided by the Customer or by constructions prescribed or specified by the Customer.
6.7 Danilift’s responsibility only covers defects that arise under the working conditions stipulated in the Agreement and during correct use of the Delivery.
6.8 Danilift’s responsibility also does not include normal wear and tear and deterioration due to normal use of the Delivery.
7.1 Danilift is not responsible for failure to fulfill its obligations, if Danilift can prove that this is due to an obstacle beyond Danilift’s control, and Danilift could not, at the time of entering into the Agreement with the Customer, be expected to have taken the obstacle into account and/or have avoided or overcome it or its consequences.
7.2 Among other things, events that are considered force majeure are epidemics, pandemics, labor dispute, lockout, strike, fire, war, mobilization or similar military conscription, requisition, public restrictions, import or export prohibition or other public intervention, seizure, currency restrictions, riots and disturbances, natural disasters, vandalism, theft, failing energy supply, breakdown of communication lines, confiscation of funds, lack of means of transport, general shortage of goods, restrictions on motive power as well as missing, delayed or significantly overpriced deliveries from sub-suppliers or another similar extraordinary event that is beyond Danilift’s reasonable control.
7.3 Danilift’s obligation is suspended until the time when Danilift is again able to fulfill its obligations.
7.4 If the obstacle lasts more than 30 working days, the Customer is entitled to cancel any delayed Deliveries with 14 days’ written notice until the end of a month if the force majeure circumstances continue to exist at the end of the notice.
8.1 Danilift assumes liability for damage caused by the Delivery in accordance with the general rules of Danish law, including the product liability developed in case law and the Product Liability Act.
8.2 However, Danilift is not responsible for damage caused by the Delivery (i) to real property or movable property that occurs while the Delivery is in the Customer’s possession, (ii) to products manufactured by the Customer, (iii) to products in which products manufactured by the Customer are included, or (iv) to real property or movable property that the Customer’s products cause as a result of the Delivery.
8.3 In no case is Danilift responsible for indirect losses, including loss of profit, loss of goodwill, loss of customers, loss of time, loss of operations, lost profit, or other consequential economic losses.
8.4 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.
8.5 The parties are mutually obliged to be sued by the court or arbitration tribunal which hears claims for damages brought against one of them on the basis of damage or loss allegedly caused by the Delivery.
8.6 However, the mutual relationship between Danilift and the Customer must always be settled by arbitration in accordance with section 12.
9.1 Danilift retains all intellectual property rights, including, but not limited to, copyrights, trademarks, patents, designs, trade secrets, software, data, confidential information, techniques, processes and know-how (”Rights”) in the Delivery, and these Rights are thus not assigned – either in whole or in part – to the Customer.
9.2 The Customer is not entitled to apply for registration of Danilift’s Rights, just as the Customer, without Danilift’s prior consent, is not entitled to register domain names and company names in which Danilift’s business characteristics and/or trademark(s) are included and to allow Danilift’s name, business characteristics and trademarks to be included as part of the Customer’s own name, business characteristics and trademarks.
9.3 If the Customer disputes, damages or impairs the Rights to the Delivery, Danilift is entitled to terminate any cooperation between the parties with immediate effect and cancel any order placed by the Customer.
9.4 In case of violation of section 9.2 and 9.3, the Customer is obliged to cover Danilift’s costs and losses arising as a result of the Customer’s breach.
10.1 Danilift is not liable, regardless of the basis on which a claim is raised and regardless of the degree of negligence, for indirect losses or consequential damages, including loss of operation, loss of profit or costs in connection with its restoration, loss of goodwill, misrepresentation of messages, loss of expected savings and the like.
10.2 Danilift’s total liability for any loss or damage is limited in terms of amount to 50% of the amount the Customer has paid for the Delivery (or lack thereof) on which the claim is based. Regardless of the amount of consideration for the Delivery, Danilift’s total liability for damages is maximized to DKK 500,000.
11.1 If one or more of the provisions in these conditions are found to be invalid or unenforceable, this shall not affect the validity of the other provisions contained in the conditions.
12.1 Any dispute between Danilift and the Customer must be settled according to Danish law, as the United Nations Convention of 11 April 1980 on Agreements on International Sales (CISG) and the rules on international choice of law (ILKL and KKF) do not apply.
12.2 Any dispute that may arise between Danilift and the Customer must be settled by arbitration according to the rules adopted by the Danish Institute of Arbitration (Copenhagen Arbitration) in this regard, which are applicable when the arbitration proceedings are commenced. The processing of the arbitration case also takes place according to Danish procedural rules.
12.3 Danilift is also, regardless of clause 12.2, always entitled to file a case at the district court in Aarhus, as well as the Customer’s local jurisdiction, or other court that has jurisdiction to hear the case.
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1 January 2024 |
