Terms of Quotation, Sales & Delivery
The acceptance of our tender includes the acceptance of the following terms and conditions, which are always an inseparable part of any contract or agreement, accepted by us. We will supply equipment, products and certain services only, on the terms and conditions described herein.
1. TENDER AND CONFIRMATION
Any tender is subject to confirmation and is submitted without obligation, unless agreed to the opposite in writing. No contract shall be constituted unless an order shall be accepted in writing by us, by means of an order confirmation.
Verbally agreed alterations to order specifications must be confirmed in writing by us for validity.
2. LIMITS OF CONTRACT
Our tender and order confirmation includes only such equipment, products, accessories and work as specified therein.
3. DRAWINGS ETC.
All illustrations, plans, drawings, specifications, instructions, manuals and all other particulars supplied by us shall be used by the buyer for its specific purpose only and shall not be revealed to any third party. The information stated in the said documentation as well as in our letters, tenders, order confirmations, catalogues or other publicity material shall be regarded as a guidance only and is not binding to us unless stated to be so in writing.
4. SPECIFICATION
We reserve the right, at any time, to carry out modifications to designs and specifications of purchased products and equipment provided the modifications do not materially reduce the buyer's possibilities of utilizing the purchased products and equipment.
5. PERFORMANCE
We will accept no liability for failure to attain any performance figures quoted by us unless we have specifically guaranteed them in writing, subject to any tolerances specified or agreed to by us, in an agreed sum as liquidation damages or payment on rejection. If the performance figures obtained on any test provided for in the contract are outside the acceptance limits specified therein, the buyer will be entitled to reject the equipment.
Before the buyer becomes entitled to claim the agreed liquidation damages or to reject the equipment we are to be given reasonable time and opportunity to rectify its performance. If the buyer becomes entitled to reject the equipment, we will repay any sum paid by the buyer to us on account of the contract price thereof and any sum that may have accrued to the buyer in respect of liquidation damages.
Such liquidation damages or payment on rejection shall be in full satisfaction of our liability under this clause.
6. TAKING THE PRODUCT INTO USE
After verification, the weight can legally be used for measuring mass, on which payment is based, though not before the certificate of conformity has been received from Scanvaegt Systems A/S.
7. PRICES, TAXES AND DUTIES
Unless otherwise specified in our tender, quoted prices are firm and valid ex works for thirty (30) days from the date of the tender. The price being firm is however conditional that the goods may be manufactured and delivered not later than 90 days from the date of the tender.
All prices, except those for products or equipment measuring more than 1 m3,are inclusive of packing. In excess of the price for the purchase equipment, products and services, the buyer is liable to pay any tax, fee or duty which is or might later be imposed on the purchased equipment, products and services, such as V.A.T., import duty or other.
8. TERMS OF PAYMENT
Terms of payment are net cash on the due date. In the event that any amount payable to us is not received by us on the due date, we reserve the right, without prejudice to any other right:
a) To charge the buyer the interest at a rate of 2% at the beginning of each four week period that the amount remains unpaid.
b) By giving notice to the buyer in writing suspend our performance of the contract and
c) By further notice to the buyer in writing terminate the contract.
Once the equipment has been taken into use, possible defects of the supply do not entitle the buyer to delay payments. Possible defects will be made good in accordance with §§ 12 and 13.
We reserve the right to stop the manufacture of an order and to withhold the supply of equipment, products, service and support in case due amounts are not paid.
9. RETENTION OF TITLE / RIGHT OF PROPERTY
Property in the equipment shall not pass to the buyer until payment in full for the same has been received by us. Risk in the equipment shall pass to the buyer upon delivery thereof.
As far as machine software, user orientated software, software packages and tools are concerned, the buyer acquires the right of property to the media that contains the software only and the right of using the software only. The copyright is not transferred.
10. LOSS OR DAMAGE IN TRANSIT
When the price quoted includes delivery C.I.F. other than at our works or stores, we will repair or, at our option replace free of charge, equipment or products lost or damaged in transit, provided that we are given written notification of such loss or damage within such time as will enable us to comply with the carriers' conditions of carriage as affecting loss or damage in transit or, where delivery is made by our own transport, within a reasonable time after receipt of the equipment or products.
When the quoted price does not include delivery other than at our works or stores, shipment is executed at the buyer's risk and cost.
11. DELIVERY
The time of delivery shall be calculated from the date on which the buyer and we have agreed all necessary details as to the extent and contents of the equipment, inclusive of the contents and specification for the software and software packages and the downpayment has been received by us.
Any quoted time or date for dispatch or delivery is an estimate only and is calculated by reference to whichever shall be the later of the date of receipt by us of a written order to proceed or of all necessary information, drawings and specifications to enable us to put the work in hand, inclusive of the downpayment. We will use our best endeavors to dispatch by the date given, but will not accept any liability for failure to do so.
The date for dispatch or delivery shall be extended by a reasonable period, if delay in dispatch or delivery is caused by instructions or lack of instructions from the buyer or by any cause beyond our reasonable control, inclusive of war, industrial dispute and any other force-majeure including failing supplies from our suppliers.
A possible delay in delivery does not entitle the buyer to cancel an order or to refuse receipt of the ordered equipment or products. We accept no responsibility or liability for delays in delivery as a result of overdue payments.
12. INSTALLATION
The buyer shall provide for the premises or the area, where the equipment is to be installed, to be arranged suitable for the installation to be executed and, for certain equipment, in accordance with our installation instructions. The buyer will provide the necessary labour and mechanical assistance for unpacking, lifting and moving heavy machinery and equipment and, if necessary, suitable products for testing purposes. Our technicians must have free access to the installation site and be able to perform their job without being hindered or delayed by others.
The buyer shall provide and pay for all necessary permissions from Public Authorities or others. Whether the price for the installation work is included in the price of the equipment or a separate quotation for this is submitted, then such price is always exclusive of foundation and building work, crane assistance, sufficient mains and electricity installations, all cables and cabling, sufficient earth connections as well as sufficient water and compressed air installation.
13. COMMISSIONING AND TESTING OF DATA SYSTEMS AND SOFTWARE
Following the installation of data systems, associated software and integrated weighing systems, a running-in and test period must be expected. This period is normally 12 weeks from the date of completed installation.
It falls on the buyer to try out the total system to detect possible defects of the software or system units, when those are operating under the conditions prevailing in the buyer’s plant and to report such possible defects to us, which in turn we will correct or adjust.
Such possible software or system unit defects shall not entitle the buyer to withhold payment as per § 7.
After the completion of the running-in and test period, the corrections of possible defects are considered modifications to original specification, and will be charged for separately at the rates in force at the time. Modifications to the functions of a software program or new (added) functions as compared with those originally specified for the supply are always chargeable and will be debited separately at the rates in force at the time. When 12 weeks after the date of completed installation, we are not in possession of a written notice from the buyer giving details of possible software and systems defects to be corrected, the running-in and test period shall be considered concluded.
14. HARDWARE DEFECTS AFTER DELIVERY
We will make good, by repair or at our option by the supply of a replacement, hardware defects which under proper use appear in the equipment within a period of twelve calendar months after the equipment has been delivered and which arise solely from faulty design, materials or workmanship, provided that defective parts have been returned to us if we shall have so required.
The cost of returning such parts and the cost of delivering the repaired or new parts shall be carried by the buyer. Our liability under this clause, which does not apply to consumables such as printheads and belts, shall be in lieu of any warranty or conditions implied by law as to the quality or fitness for any particular purpose of the equipment.
We are not liable for defects caused by, or damage resulting from:
- Improper use or operation
- Improper or insufficient maintenance
- Use or connection of machinery, equipment or software not supplied by us.
- Technical interference in the equipment done by other than our technicians.
- Insufficient power supply, earth connection, cabling or accommodation.
- Use of the equipment outside its application or physical specifications.
- Violence, overload, fire, flood, excessive mains noise, excessive EMI/RFI, welding lightning or similar.
15. LIABILITY
We are only responsible for the capacity and the performance of the equipment supplied being sufficient and/or suitable for the buyer's purpose, provided the buyer shall have given us full and accurate particulars, in writing, of the buyer's requirements in this respect and of the conditions under which the equipment will be required to operate. We are insured as required by law for Employer's Liability and we maintain a reasonable level of Public Liability Insurance cover.
The buyer, however, is responsible for Occupier's Liability Insurance and the provision of safe working conditions on the buyer's premises. We can only accept liability for personal injury and damage to property if caused by the negligence of ourself or our servants. In case equipment purchased under this contract directly causes physical personal injury or damage to property, due to a defect in the equipment, we undertake responsibility for that, provided this is imposed upon us by a court. Our total liability for personal injury and damage to property shall be equal to the damages or losses suffered, but shall not exceed DKK 500,000.
In no circumstances shall we be liable for consequential loss of any kind suffered or claimed by the buyer as having arisen out of or in connection with this contract, and without prejudice to the generality of the foregoing, we shall not be liable for loss of contracts or profits or any other losses whatsoever, claimed as arising from the incorrect measuring, recording or processing of weight or other data and/or the non-functioning of any of the equipment being part of this contract.
16. PATENTS
In case the proprietor of a Patent, Copyright or Industrial Design, in force in the country in which delivery of the equipment to the buyer has taken place, issues a claim against the buyer of products or equipment supplied by us which may be infringing the Patent, Copyright or Industrial Design in question, the following shall apply.
We shall reply or seek to negotiate for settlement of the claim provided the buyer has given us notice in writing at the earliest possible opportunity permitting us at our expense to conduct any litigation that may ensue and all negotiations for the settlement of the claim.
In case equipment supplied by us, infringing a Patent, Copyright or Industrial Design, making the buyer's further use of the equipment impossible or we have settled the claim with the proprietor, we shall, at our own expense choose to apply one of the following solutions:
a) Secure the buyer's on-going use of the equipment in unchanged condition.
b) Exchange the equipment with non-infringing equipment.
c) Modify the equipment to become non-infringing equipment.
d) Take back the equipment and refund the purchase price at its depreciated value at the time of taking the equipment back. This depreciation takes place by equal amounts for every year of the lifetime of the equipment as determined by us.
We are liable only provided the infringing is caused by Scanvaegt equipment only. We shall not be liable if any such infringing is due to our having followed a design or instruction furnished or given by the buyer or to the use of such article or material in a manner or for a purpose or in a foreign country not specified by or disclosed to us, or to any infringement which is due to the use of such article or material in association or combination with any other article or material not supplied by us.
The above terms represent our total liability stemming from claims made in connection with infringement of Patents, Copyrights and Industrial Designs.
17. COPYING OF SOFTWARE / USE OF SOFTWARE
All software and associated documentation supplied by us is covered by Copyright and may not be copied for any purpose.
18. RIGHT TO USE
For those products (software) for which we transfer the right to use only, it is agreed that the wording "sell" and "buyer" or similar wording or derivatives thereof shall mean "transfer the right to use", and "accept the right to use". "Seller" and "buyer" or similar wording or derivatives thereof shall mean "transferor" and "recipient" of the right to use.
19. EXPORT
If the buyer or any of the buyer's customers intend to export products or equipment being part of this contract, the buyer shall obtain our consent in writing, having notified us in writing, as to which country the exportation is intended. If the exportation takes place without our written consent any liability we may have in connection with the product or the equipment, inclusive of Product Liability becomes the liability of the buyer only.
We cannot be committed or ordered to pay any compensation or damages to the buyer or any of the buyer's customers, or to any third party, as a consequence of the buyer or any of the buyer’s customers exporting products or equipment being part of this contract.
The buyer is responsible for obtaining any necessary export permission or license from the proper Authorities, if the buyer intends to export Scanvaegt products or equipment being part of this contract, to any country for which such permission or license is required.
20. RESALE
The buyer declares, that his repeated or continuous purchases of Scanvaegt products or equipment, meant for resale, shall never result in the buyer claiming to be a dealer, sole dealer, agent, distributor or similar of Scanvaegt, its products or equipment.
The buyer declares not to have such status, neither in the case of the buyer's name and address being listed in advertisements, magazines, sales literature or similar as one of Scanvaegt's trade connections or similar.
The buyer declares to be aware of and consent to the understanding and fact, that status as dealer, sole dealer, agent, distributor or similar, with the associated rights and obligations for the parties, exists only, provided the buyer and we have entered into an Exclusive Distributor Agreement by signing a Scanvaegt Standard Distributor Agreement form.
We reserve the right to terminate the co-operation and trade with any buyer who buys or has bought Scanvaegt products and equipment for the purpose of reselling the same, without any notice and without paying any compensation, damage or the like whatsoever, irrespective of the length of the trade relation or the volume of trade. We cannot be committed or ordered to pay any compensation or damage whatsoever to the buyer who buys or has bought Scanvaegt products or equipment for the purpose of reselling the same as a consequence of terminating the co-operation and trade as described above.
21. CANCELLATION
Cancellation or suspension of an order or a contract, in whole or in part, is not possible without our agreement in writing.
22. EXTRA COST
Should we incur extra cost owing to variation or suspension of work by your instruction or lack of instruction, delays, overtime, unusual hours, mistakes, or work for which we are not responsible, a reasonable sum in respect of such extra cost, as well as the cost incurred by keeping any of our personnel on the site after completion of the installation, shall be added to the contract price and paid for accordingly.
23. APPLICATION LAW
Above conditions of sale shall always form an inseparable part of any contract or agreement that we may accept and shall in any respect and for any purpose be subject to and construed in accordance with Danish law. Any disagreement or claim that might arise out of this contract shall be settled, by "Sø- og Handelsretten i København", by "Byretten i Aarhus" or by "Vestre Landsret" i Viborg, as chosen by us.
Work under contract shall, as far as may be reasonable practicable, continue during the legal proceedings and no payments which are or shall become due shall be withheld on account of such proceedings.
24. LIMITATIONS IN COSTUMERS USE OF SCANVAEGT NAME AND LOGO
See: www.scanvaegt.com/en/trademarks