General terms and conditions of sales and deliveries at ASATECH

1) General
1.1) These terms and conditions applies as a starting point in any agreement in which ASATech referred to as “the seller” and the other party is referred to as “the buyer”.
1.2) In the event of an individual agreement, the individual agreement cannot lessen ASATech rights as stated in this terms and conditions.

2) Terms for offers
2.1) Offers sent by the seller is to be understood as an invitation to make an offer “sine obligo” in regards to Danish contract acts art 9.
2.2) The invitation to make offers sent by the buyer and seller, are valid for 14 days, unless otherwise agreed.
2.3) Offers and invitations to make offers are confidential. In the event offers and invitation to make offers are shared to outside parties, the sharing party can be forced to pay compensation or liquidated damages equivalent to the invoice amount.
2.4) Until an order confirmation has been sent, there is no agreement

3) Price terms
3.1) For deliveries 1 month in the future, it is the price on the delivery date which is applicable. ASATech reserves the rights to increase the price in the event of inflation and general price increase on the following: Raw materials, unionised hourly wage, taxes, energy prices, transport costs, the Danish krone exchange rate devalues, and other conditions that effects the delivery price, but the seller cannot control.
3.2) On orders with an invoice of less than 10.000 kr. a handling fee will be added

4) Delivery terms
4.1) The seller delivers ex works (Intercoms 2010)
4.2) If the goods are to be transported from ex works, it is at the cost and risk of the buyer
4.3) Has the due pickup date passed, and the buyer has yet to pick up the goods, the buyer can be subject to pay the seller storage or warehouse fees and the maintenance fees the seller has, in order to ensure the goods are still in the agreed condition.
4.4) Has 1 month passed since due pickup date and has the buyer yet to pick up the goods, the seller can economically responsibly sell the goods to a third party. If the goods are sold to a third party, the buyer is to pay the difference from the original agreement and the price sold to the third party, and to pay the warehouse, storing and maintenance fees the seller has had in the timeframe the goods are stored.
4.5) has 3 months passed since due pickup time, and has the seller not found an economically responsible buyer, the seller can destroy or dispose of the goods. The seller must inform the buyer if the items are destroyed or disposed of.
4.6) If the nature of the goods result in a significant cost for storing and maintaining the goods, the timeframes listed in 5.4 and 5.5 can be reduced.
4.7) If the goods are destroyed or disposed in accordance with 4.5 or 4.6 the buyer is still to fulfil their side of the agreement and pay for the goods and the warehouse, storage and maintenance fees.
4.8) If the seller sells, destroys or disposes of the goods in accordance with 4.4, 4.5 or 4.6 the buyer loses all rights to make complaints against the seller for damaged goods, delayed goods or other complaints.
4.9) If the order involves using the sellers’ employees to perform tasks for the buyer, the buyer cannot demand the employees execute tasks which are not a part of the order or agreement.

5) Delay on the delivery
5.1) The buyer can only cancel the order, if the seller in gross negligence delays the delivery 30 days. If the delay is caused by something the seller cannot control, the due delivery date is never passed.
5.2) If the seller is to do successive delivery, the buyer can only cancel the order for the individual delivery, if it is delayed.

6) Examination of the goods
6.1) The buyer must examine the goods upon delivery. This examination must be done immediately and before the goods are used in any way.
6.2) If the examination is not done immediately before the goods are used, the buyer cannot make any claim for damages, if the damage could have been discovered by examinating the goods upon delivery.

7) Responsibility for the goods
7.1) If the buyer does not maintain the goods responsibly or follows the sellers instructions for handling the delivered goods, or use the goods incorrectly, the buyer cannot make any damaged goods claims.

8) Sellers’ liability
8.1) The seller is only liable for what the seller is to deliver, and cannot be made responsible for anything else.

9) Buyers’ rights for complaints
9.1) Complaints must be in writing. Oral complaints are not valid
9.2) The seller reserves the right to repair damaged goods if the goods are damaged due to the sellers’ circumstance.
9.3) The buyer cannot exercise any rights for complaints, until the seller has attempted to repair the goods, or informed the buyer that repairing is impossible. In successive delivery, the repair can be at the next delivery.
9.4) The buyer cannot make any claims for any loss of profit, loss of production, or other direct or indirect losses unless the seller has acted in gross negligence
9.5) No matter what complaints, the total complaints cannot exceed the sellers’ invoice value to the buyer.

10) Condition of objects which are under a ASATech sold cover.

10.1) ASATech covers should be used on cleaned, dried and objects which has not been treated with any chemicals.
10.2) ASATech cannot be liable for any damages on items where the item has not been cleaned, is wet, or has been treated with chemicals – also known as clean tempered and non-chemically treated objects.
10.3) ASATech declaims the durability of covers, if it is used on objects which has not been cleaned, is wet or has been treated with chemicals.

11) Cancelation or changing the agreement
11.1) After the seller has sent an order confirmation, or an agreement has been made, the buyer cannot alter or cancel the order or assignment, unless the seller consents.
11.2) If the order is containing “special products” (Items which are not in the sellers’ inventory), a buyer can never change or alter the agreement or order without sellers’ consent. If the buyer cancels or changes orders with special products without the sellers’ consent, the buyer is to pay the full price as originally agreed.
11.3) If the seller consents to cancelling the order, or changing the order, the seller can get the expenses it has had reimbursed from the buyer.

12) Force majeure
12.1) In the event of war, pandemic, extreme weather conditions and other force majeure the seller can choose to cancel any agreement. If the seller has delivered goods during a force majeure event, the buyer cannot make any complaints against the seller for damaged goods, wrong goods, and alike.

13) Payment
13.1) If the seller is to do successive delivery, payment for any given delivery, can take place after every delivery.
13.2) If the buyer fails to pay duly, the buyer is to pay for the delivery, and is also subject to pay late payment interest in accordance with the late interest payment rate at any given time. The late interest is added monthly. The calculation of late interest starts from the due date.

14) Retention of ownership
14.1) The ownership of delivered goods, does not pass to the buyer until the buyer has paid the full amount for the delivery. This includes what is from the order, but also any interest and other payments that arise which is linked to the delivery.

15) Product liability
15.1) The seller declaims any liability which is possible in accordance with the act relating to product liability.
15.2) The absolute maximum product liability claims against the seller, cannot exceed the amount which the sellers’ product liability insurance covers.
15.3) The seller is only liable for damaging the product if the damage happened because of gross negligence from the seller.
15.4) In the event the seller has used the delivered items in any liable way, the seller declaims all product liability.
15.5) In the event of a product liability case, the buyer is to keep the seller indemnified as much as possible.
15.6) In the event the seller is getting subpoenaed due to product liability, the buyer can get subpoenaed alongside the seller.

16) Disagreements
16.1) Any disagreements between the buyer and the seller, is to be decided in the sellers’ jurisdiction area, and by Danish laws.

17)In effect
17.1) These conditions take effect from 15-06-2023