GENERAL TERMS AND CONDITIONS

GENERAL TERMS AND CONDITIONS

Version 1: Last revision 9th of june 2023

1.      General

1.1       Any delivery from Hennodahl Electronic A/S (“HD”) is subject to these General Terms and Conditions (“GTC”), being binding on all deliveries between the Parties, thus superseding all agreements and customs inconsistent with the contents hereof, including any terms and conditions drafted and submitted by the Buyer, unless otherwise provided by the order confirmation submitted by HD.

1.2       The GTC have been accepted by the Buyer and is always available at hennodahl.com.

2.      Formation of contract

2.1       On the placing of an order confirmation, at the earliest, HD is bound by any statements issued by HD, irrespective of the designation or description thereof.  Until such order confirmation has been communicated to the Buyer, HD is entitled to withdraw any such statements.

2.2       In case the Buyer attaches its own General Terms and Conditions, it shall only be binding for HD if HD explicitly has confirmed in writing that the Buyers General Terms and Conditions shall rank prior to these GTC.

2.3       The deadline for accepting is 30 days from the date of the offer.

2.4       The buyer shall not be entitled to return, reduce, postpone, sell, cancel, or suspend the service provided.

3.      Authority

3.1       No independent person/company, such as an agent, a representative or a broker, may be authorized to bind HD without any written agreement to that effect.

4.      Prices

4.1       All prices, including prices quoted in the price lists prepared by HD, are current prices, excluding VAT, other public duties, and shipping packaging. HD reserves the right to revise such price lists and catalogue material subject to 30 days' prior notice.

4.2       The price is exclusive of any work incurred as a consequence of defects in the material delivered by the Buyer, overtime incurred as a consequence of requirements for a smoother execution of the order than usual, storing of finished products and preparation of HD, etc., and of the title to any manufactured tools, notwithstanding the Buyer may have paid for a part thereof.

4.3       In case of any increases prior to delivery of more than 3% in the costs of production and delivery or in suppliers’ prices, HD is entitled to adjust the price accordingly for any such substantiated cost increases.

4.4       Likewise, the price is based on the current exchange rates in force at the placing of the order. Thus, HD is entitled to adjust the price accordingly in case of any fluctuations in rates exceeding 3%

5.      Terms of delivery

5.1       Deliveries are EX WORKS, according to which - when the Product has been finished and ready for delivery - the Buyer shall carry the risk and all costs of delivery, including any freight charges. The Buyer undertakes in due time to provide information on the method of dispatch, which the Buyer wishes to apply. Otherwise, HD is entitled on the Buyer's account to decide the method and route of dispatch.

5.2       In case of delay in delivery HD undertakes to notify the Buyer thereof.  HD is not responsible for delays of less than 45 working days. In case of a delay of more than 45 working days, the Buyer is entitled to liquidated damages of 0,5 % of the contract sum for each full week of delay, however, not exceeding 10 % of the contract sum. Otherwise, the Buyer has no other remedies in case of delay.

5.3       Should the Buyer fail to take delivery at the date of delivery or fail to perform its duty of collection, HD is entitled to terminate the Agreement, submitting a claim for damages. Further, HD is entitled to sell off or store the Product on the Buyer's account.  In case of storing, the Product must be deposited at the Buyer's risk.

5.4       Products and packaging may only be returned when agreed upon in writing and, if so, on the Buyer's account. Pallets, boxes, cases, or other containers to be separately debited will not be credited.

6.      Terms of payment

6.1       Payment shall be made in cash upon delivery, unless otherwise expressly agreed.

6.2       In the event of exceeding the due date, the claim, including VAT, shall be subject to interest in accordance with the Interest Act at the official lending rate of the National Bank + 12% p.a.

6.3       All interest shall become immediately due and payable and shall be paid in advance of any other debts by ongoing installments.

6.4       When sending payment reminders, a reminder fee of DKK 150.00 per reminder shall be charged.

6.5       In the event of payment default, HD is entitled to demand full reimbursement of HD's collection costs by a lawyer, not just the maximum rates set by the Interest Act.

6.6       In the event of payment default, HD is likewise entitled - without incurring any liability for damages on HD's part - to withhold all further deliveries, services, etc. to the buyer, regardless of any connection with previous deliveries.

6.7       The Buyer is not entitled to use the purchase price or any part thereof for set-off, nor does the buyer's complaint under clause 10 entitle the buyer to withhold the purchase price.

6.8       If the Buyer breaches one or more of the specified obligations, including its obligations under clause 6, HD is entitled to terminate the agreement and/or enforce a claim for damages.

6.9       HD may claim compensation for any loss, including indirect loss.

7.      Retention of Title

7.1       The product is sold with a retention of title, whereby HD is entitled to repossess the sold product if the Buyer, in whole or in part, fails to fulfill its payment obligations.

8.      Liability

8.1       HD is responsible for products that, within 6 months of delivery, are proven to have significant defects or deficiencies resulting from faulty execution or the use of poor materials supplied by HD.

8.2       HD is not liable for defects and faults resulting from inadequate maintenance, unauthorized alterations made without HD's written consent, or repairs carried out by the Buyer or a third party in an improper manner.

8.3       If the product is affected by significant defects or deficiencies, HD is obliged and entitled, at its own discretion, to remedy the defect, replace the product, grant a proportionate price reduction, or provide compensation. The Buyer is not entitled to assert further claims.

8.4       Defects cannot be claimed for wear parts, normal wear and tear, and deterioration.

8.5       Transport, insurance, travel, assembly, and other costs associated with remedying or replacing the product shall be borne by the Buyer. HD's liability for damages is limited to the invoice price of the defective product and, under no circumstances, includes indirect losses such as loss of business, loss of time, loss of profit, etc.

9.      Force Majeure

9.1       HD shall not be liable for non-performance of HD's obligations if HD can make probable that this is due to an obstacle beyond HD's control, such as, but not limited to, war, hostilities, fire, strike, lockout, pandemic, export or import restrictions, embargo, delayed or deficient delivery of materials from subcontractors, production stoppage, lack of energy or transportation options.

9.2       In such cases, HD is entitled to extend the delivery time accordingly or to terminate the agreement.

9.3       Once the obstacle has ceased, each party is obliged to fulfill the agreement unless HD has terminated it beforehand. An obstacle lasting more than 4 months entitles each party to terminate the agreement.

10.    Duty to Complain and Inspect

10.1    The Buyer is obliged to inspect the product immediately upon receipt. If defects that could have been detected by such an inspection are not reported within 3 calendar days, the right to assert claims regarding the defect’s lapses.

10.2    In the case of defects that could not be identified through an inspection, the Buyer is obliged to promptly submit written complaints about the defects within 5 calendar days after the defects have been or should have been discovered.

10.3    If the Buyer does not comply with the specified deadlines, the Buyer forfeits the right to assert the defects.

11.    Product Liability

11.1    The currently applicable regulations of the Danish Product Liability Act apply to product liability. Unless otherwise provided by mandatory legal provisions, HD cannot be held liable for further damages.

11.2    HD is not responsible for any non-compliance of the products with applicable standards, circulars, and guidelines unless expressly stated in the offer and/or order confirmation.

11.3    HD is only liable for damage to persons or property caused by the product if it is proven that the damage is due to a defect or negligence on the part of HD in the supplied product, and it is proven that the product is defective, the damage is caused by this defect, and there is a causal relationship between the damage and the defect.

11.4    HD is not liable for damage to real estate or movable property that occurs while the product is in the possession of the Buyer, nor is HD liable for damage to products manufactured by the Buyer in which the product is included.

11.5    In the event that HD incurs liability beyond the aforementioned liability, the Buyer is obligated to indemnify HD. The Buyer is obliged to take out product liability insurance covering any product liability that may be claimed against the Buyer.

11.6    HD cannot be held liable for loss of business, loss of time, loss of profit, or other indirect losses to the extent not provided for by mandatory legal provisions.

12.    Product Information

12.1    The technical specifications, drawings, calculations, and other stated dimensions in catalog materials, offers, etc. are indicative, and HD assumes no responsibility for errors in this material. All information and data contained in this material, including price lists, are only binding to the extent expressly agreed between the parties.

12.2    The Buyer bears full responsibility and is obligated to independently obtain, secure, and verify the correct solution, including its suitability and compatibility.

13.    Protection of Rights

13.1    The Buyer acquires no rights to HD's industrial property rights upon purchase of the product, and the Buyer is prohibited from misusing information about the product that would infringe HD's rights.

14.    Drawings, descriptions, and calculations

14.1    All drawings, documentation materials, descriptions of the product and calculations, whether produced by HD or others, delivered to the Buyer in connection with offers, delivery, or otherwise, remain the property of HD. The material may not be used by the Buyer for any purpose other than installation, operation, and maintenance of the product without HD's prior written consent. The material must be returned to HD if no agreement is reached on the delivery of the product.

15.    Intellectual Property Rights

15.1    The Buyer acknowledges that all intellectual property rights related to the products, including patents, copyrights, trademarks, and trade secrets, are and shall remain the exclusive property of HD. The Buyer shall not acquire any rights to HD's intellectual property rights, unless expressly agreed upon in writing.

16.    Confidentiality

16.1    The Buyer agrees to treat any confidential information obtained from HD as strictly confidential. The Buyer shall not disclose, use, or reproduce such confidential information without HD's prior written consent, except as required by law.

17.    Subcontracting

17.1    HD reserves the right to subcontract any part of the manufacturing, delivery, or other services related to the products, provided that HD remains responsible for the overall quality and performance of the products.

18.    Indemnification

18.1    The Buyer agrees to indemnify and hold HD harmless against any claims, damages, liabilities, costs, and expenses arising out of or in connection with the use, sale, or distribution of the products by the Buyer or any third party, except to the extent caused by HD's willful misconduct or negligence.

19.    Governing Language

19.1    The governing language of the agreement and all communications between the parties shall be Danish. In case of any discrepancy between translations or versions of the agreement in different languages, the Danish version shall prevail.

20.    Amendments and Waivers

20.1    Any amendments or waivers to these terms and conditions must be made in writing and signed by both parties. Failure to enforce any provision of these terms and conditions shall not constitute a waiver of such provision or any other provisions herein.

21.    Entire Agreement

21.1    These terms and conditions, together with any written order confirmations or agreements between the parties, constitute the entire agreement between the parties and supersede any prior discussions, negotiations, or agreements, whether oral or written, relating to the subject matter hereof.

22.    Choice of Law and Venue

22.1    Any disputes arising from deliveries from HD shall be governed by Danish law and shall be finally settled by the Court of Horsens.