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General sales and delivery terms and conditions for products for business customers

1. Application

1.1 Application

These general sales and delivery terms and conditions (hereinafter referred to as “Terms”) apply to all agreements with CAMRO A/S, CVR no. 26 54 80 04 (hereinafter referred to as the “Company”) for the sale and delivery 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 whole contractual basis for the Company’s sale and delivery of products, spare parts and related services to the customer (hereinafter referred to as the “Contractual Basis”). The customer’s purchasing conditions printed on orders or otherwise communicated to the Company do not form part of the Contractual Basis.

2.2 Amendments and additions

Amendments of and additions to the Contractual Basis are only valid if the parties have agreed on them in writing.

3. Products, Spare Parts and Services

3.1 Products and spare parts

Products and spare parts that the Company sells and delivers to the customer are new and comply with Danish legislation on delivery.

3.2 Limitation of liability

Products, spare parts and related services that the Company sells and supplies to the customer are intended for the purposes described in the Company’s product descriptions, which can be found at www.camro.dk or on the product labels. Regardless of any conflicting terms in the Contractual Basis, the Company is in no way responsible for losses or damages attributable to being used for any other purpose. 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

The price for products, spare parts and related services follows the Company’s current price list at the time the Company confirms the customer’s order, unless the parties have agreed otherwise in writing. All prices are excl. VAT.

4.2 Payment

The customer must pay all invoices for products, spare parts and related services within eight days, unless the parties have agreed otherwise in writing.

5. Late Payment

5.1 Interest

If the customer fails to pay an invoice for products, spare parts or related services in a timely manner for reasons that the Company is not responsible for, the Company is entitled to interest on the amount due equal to 1.5% per month from the payment due date until payment is made.

5.2 Termination

If the customer fails to pay a past due invoice for products, spare parts or related services within 14 days of receiving a written request for payment from the Company, the Company has, in addition to interest charges in accordance with section 5.1, the right to: (i) terminate the sale of the products, spare parts and/or related services to which the delay relates, (ii) terminate the sale of the products, spare parts and/or related services that have not been delivered to the customer yet or require advance payment for this and/or (iii) apply other remedies for the breach.

6. Quotations, Orders and Order Confirmations

6.1 Quotations

The Company’s quotation is valid for 30 days from the date the quotation is dated unless otherwise stated in the quotation. The Company is not bound by the acceptance of a quotation that is accepted after the expiration of the acceptance period unless the Company informs the customer otherwise.

6.2 Orders

The customer must send orders for products, spare parts or related services to the Company in writing at ordre@camro.dk. An order must contain the following information for each ordered product, spare part or service: (i) Order number, (ii) Product number, (iii) Product description, (iv) Quantity, (v) Price, (vi) Delivery date and (vii) Delivery address.

6.3 Order confirmations

The Company aims to send a confirmation or rejection of an order for products, spare parts or related services to the customer in writing no later than three working days following receipt of the order. Confirmations and rejections of orders must be in writing for them to be binding for the Company.

6.4 Changes to orders

The customer cannot change a submitted order for products, spare parts or related services without the Company’s written acceptance.

6.5 Conflicting terms

If a Company’s confirmation of an order for products, spare parts or related services does not match the customer’s order or the Contractual Basis, and if the customer does not wish to accept the conflicting terms, the customer must notify the Company in writing no later than two business days after receipt of the order confirmation. Failing this, the customer is bound by the order confirmation.

7. Delivery

7.1 Delivery terms

The Company delivers all sold products and spare parts on ex-works terms unless otherwise agreed.

7.2 Delivery time

The Company delivers all sold products, spare parts and related services at the time specified in the Company’s order confirmation. The Company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.

7.3 Assessment

The customer must examine all products, spare parts and related services upon delivery. If the customer discovers a flaw or defect that the customer wishes to appeal, it must be immediately notified to the Company in writing. If a flaw or defect that the customer discovers or should have discovered is not immediately notified to the Company in writing, it cannot later be appealed.

8. Delayed Delivery

8.1 Notification

If the Company expects a delay in the delivery of products, spare parts or related services, the Company will inform the customer thereof and at the same time state the reason for the delay and the new expected delivery time.

8.2 Termination

If the Company fails to deliver products, spare parts or related services within three days of the agreed delivery time for reasons that the customer is not responsible for, and if the delivery does not take place within a reasonable time of at least five days, the customer can terminate the order or orders that are affected by the delay with immediate effect by providing written notice to the Company. The customer has no other rights in the event of delayed delivery.

8.2 Exception

Orders for customised solutions cannot be terminated by the customer in the event of delayed delivery.

9. Claims

9.1 Claims

If products, spare parts or related services prove to be flawed/defective (manufacturing or material defect), the buyer has a one-year warranty from the date of receipt.

9.2 Exceptions

The warranty is void if the defect is due to (i) ordinary wear and tear, (ii) storage, installation, use or maintenance in violation of the Company’s instructions or standard practices, (iii) repair or alteration performed by persons other than the Company and (iv) other factors that the Company is not responsible for.

9.3 Notification

If the customer discovers a flaw or defect in the warranty period that the customer wishes to appeal, it must be immediately notified to the Company in writing. If a flaw or defect that the customer discovers or should have discovered is not immediately notified to the Company in writing, it cannot later be appealed. The customer must provide the Company with the information about a notified flaw or defect that the Company requests.

9.4 Assessment

Within a reasonable time after the Company has received notification from the customer of a flaw or defect and has assessed the claim, the Company will inform the customer of whether the flaw or defect is covered by the warranty. On request, the customer must send defective parts to the Company. The customer bears the costs and risks for the parts during transportation to the Company. The Company bears the costs and risks for the parts during transportation to the customer if the flaw or defect is covered by the warranty.

9.5 Crediting

If a claim is credited, the Company reserves the right to make a deduction for any missing packaging and/or accessories.

10. Liability

10.1 Liability

Each party is responsible for its own acts or omissions in accordance with applicable law with the limitations arising from the Contractual Basis.

10.2 Product liability

The Company is liable for product liability in respect of delivered products and spare parts to the extent that such liability is the result of mandatory legislation. The customer shall indemnify the Company to the extent that the Company incurs product liability in addition to this.

10.3 Limitation of liability

Regardless of any conflicting terms in the Contractual Basis, the Company’s liability to the customer per calendar year cannot collectively exceed 70% of the net sales of products, spare parts and related 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 with intent or gross negligence.

10.4 Indirect losses

Regardless of any conflicting terms in the Contractual Basis, the Company is not liable to the customer for indirect losses, including loss of production, sales, profits, time or goodwill, unless it is caused intentionally or through gross negligence.

10.5 Force majeure

Regardless of any conflicting terms in the Contractual Basis, the Company is not liable to the customer for the non-fulfillment of obligations that can be attributed to force majeure. The Company is free from liability for as long as the force majeure event exists. A force majeure is considered a circumstance that is outside of the Company’s control and which the Company could not have foreseen upon conclusion of the agreement. Examples of force majeure events include extreme weather conditions, war, terror, fire, flooding, vandalism and labour disputes.

10.6 Construction projects exception

The Company provides NO WARRANTY for parts delivered to construction projects, but it is happy to participate in quality management for these parts with the delivery of material certificates in return for normal/standard payment.

11. Intellectual Property Rights

11.1 Property rights

The full ownership of all intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyrights belong to the Company.

11.2 Violation

If delivered products or spare parts violate third party intellectual property rights, the Company shall, at its own expense: (i) guarantee the right of the customer to continue using the violating product or spare parts, (ii) alter the violating products or spare parts so that they are no longer in violation or (iii) repurchase the violating products or spare parts at the original net purchase price, less 30% per year since delivery if the good is returned in its original packaging. In-service products are assessed in terms of their condition, resale value and age.  The customer has no other rights in connection with the violation of third party intellectual property rights by products, spare parts or related services.

12. Confidentiality

12.1 Forwarding and use

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

12.2 Protection

The customer may not unduly obtain or attempt to obtain knowledge of or access to the Company’s confidential information as described in section 12.1. The customer must treat and store the information securely to prevent the information from unintentionally falling into the hands of others.

12.3 Duration

The customer’s obligations under section 12.1-12.2 apply throughout the parties’ business relations and, without limitation, after the termination of the business relations regardless of the reason for termination.

13. Applicable Law and Venue

13.1 Applicable law

The parties’ business relations are in all respects subject to Danish law.

13.2 Venue

Any dispute that may arise in connection with the parties’ business relations shall be settled by a Danish court.