1.1 Applicability. Common terms and conditions. (‘’The conditions’’) applies to all agreements with Zamarr, CVR-number 41873205, sales and delivery of products, spare parts and related services for business customers.
2. Agreement basis
2.1 Agreement basis. The conditions together with the company’s offers and order confirmations, constitute the overall contractual basis for the company’s sales and delivery of products, reserved and related services to customers. (‘’Agreement basis’’). The customer’s purchase conditions printed on orders or otherwise notified to the company do not forn part of the agreement basis.
2.2 Changes and additions. Changes and additions to the basis of agreement, are only valid if the parties have made a written agreement.
3. Products, spare parts and services.
3.1 Products and spare parts. Products and spare parts that the company sells and delivers to the customers are new and comply with danish legislation upon delivery.
The company sells and delivers spare parts for a product, for at least 3 months after it is delivered to the customer.
3.2 Services. Associated services that the company sells and delivers to the customer in connection with the sale and delivery of products or spare parts, such as services are made in a craft-correct manner and comply with danish legislation upon delivery.
3.3 Limitation of liability. Products and spare parts and related services that the company sells and delivers to the customer are intended for (Purposes) and for use in Europe. notwithstanding any conflicting terms in the basis of agreement, the company is not liable for any loss or damage attributable to use for any other purpose or for use outside Europe. The Customer shall indemnify the company to extent that the comoany may be liable for such loss or damage.
4. Complaints and deficiencies.
The costumer is obliged to immediately and no later than the weekday after receipt of a delivery to carry out a check of the service and to examine this for any defects.
If it can be ascertained that parts or products is missing, the customer must immediately complain in writing to Zamarr ApS specifying the defects that are claimed.
In case of freight damage, the customer must complain to the carrier immediately, upon delivery. If no complaint is made in time, the right to claim defects will lapse. Any defect claim, regardless of type, must be claimed within 12 months of the time of delivery.
If the customer fails to do so, the customer cannot subsequently claim the defect.
Zamarr ApS’s liability for errors and defects is always and, in any situation, limited to either making a replacement, remedying the defect or notifying the customer of a proportionate reduction in the agreed purchase price determined by Zamarr ApS.
For deliveries outside Denmark or the Faroe Islands, incl. deliveries to Greenland, Iceland, Sweden, England and Norway, Zamarr ApS only covers the materials for remediation. All wages for remediation, assembly in case of replacement is borne in these cases by the customer.
The customer may not assert other rights of default than what appears from the above and can therefore not, for example, raise a claim for compensation of any kind, including operating losses, profit losses, consequential damages or other indirect losses.
5. Price and payment
5.1 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 inclusive VAT.
5.2 Payment. The customer must pay all invoices for products, spare parts or related services at the latest, unless parties have agreed otherwise in writing.
6. Late Payment
6.1 Interest. If the customer fails to pay an invoice for products, spare parts or related services in time for reasons for which the company is not responsible, the company is entitled to interest on the amount due of 1% per. Month from due date and until payment is made.
6.2 Repeal. If the customer fails to pay an overdue invoice for products, spare parts or related services within 14 days of receiving a written demand for payment from the company, the company has, in addition to interest according to section 6,1 right to: (I) cancel the sale of depot products, spare parts and / or related services to which the delay relates, (II) cancel the sale of products, spate parts and / or related services that have not yet been delivered to the customer, or demand prepayment for this, and / or (III) assert other powers of default.
7. Offers, orders and order confirmations.
7.1 Offer. The company´s offer is valid for 10 days from the date the offer is dated, unless otherwise is stated in the offer. Acceptance of offers received by the company after the expiry of the acceptance period is not binding on the company, unless the company notifies the customer otherwise.
7.2 Orders. The customer must send orders for products, spare parts or related services to the company in writing. An order must contain the following information for each ordered product, spare part or service:
(I) Order number, (II) Item number, (III) Item description, (IV) quantity, (V) Price, (VI) Payment terms, (VII) Delivery date, (VIII) Delivery address and (IX) delivery terms.
7.3 Order confirmations. The company strives to send confirmation or rejection of an order for products, spare parts or related services to the customer in writing within 14 working days
of receiving the order. Confirmations and rejections of orders must be in writing to bind the company.
7.4 Change of orders. The customer may not change a placed order for products, spare parts or related services without the company’s written consent.
7.5 Inconsistent terms. If the company’s confirmation of an order for products, spare parts or related services does not comply with the customer’s order or the agreement, and the customer does not wish to accept the non-compliant terms, the customer must notify the company in writing within 14 working days of receiving the order confirmation. Otherwise, the customer is bound by the order confirmation.
8.1 Delivery condition. The company supplies all sold products and spare parts
8.2 Delivery time. The company delivers all sold products, spare parts and related services by the time stated in the company’s order confirmation. The company has the right to deliver before the agreed delivery time, unless the parties have agreed otherwise.
8.3 Examination. The customer must inspect all products, spare parts and related services upon delivery. If the customer discovers an error or defect that the customer wishes to invoke, it must be notified to the company in writing immediately. If an error or defect that the customer discovers or should have discovered is not immediately notified in writing to the company, it cannot be claimed later.
9. Delayed delivery
9.1 Announcement. If the company expects a delay in the delivery of products, spare parts or related services, the company will inform the customer of this and at the same time state the reason for the delay and a new expected delivery time.
9.2 Repeal. If the company fails to deliver products, spare parts or related services within 40 days of the agreed delivery time for reasons for which the customer is not responsible and delivery does not take place within a reasonable time of at least 40 days, the customer may cancel the order or orders is affected by the delay, without notice by written notice to the company. The customer has no other rights due to delayed delivery.
10.1 Guarantee. The company guarantees that products, spare parts and related services are free from significant defects and deficiencies in design, materials and workmanship for 12 months after delivery. For parts that are placed under warranty, the warranty period is 6 months from the replacement, however, a maximum of 12 months from original delivery.
10.2 Exceptions. The company’s warranty does not cover wear parts, and defects due to: (I) normal wear and tear, (II) storage, installation, use or maintenance in violation of the company’s instructions or general practice, (III) repair or modification performed by other than the company, and (IV) other matters for which the company is not responsible.
10.3 Announcement. If the customer discovers an error or defect in the warranty period that the customer wishes to invoke, It must be notified to the company in writing immediately. If an error or defect that the customer discovers or should have discovered is not immediately noticed in writing to the company, it cannot be claimed later. The customer must provide the company with the information about a reported error or defect that the company requests.
10.4 Examination. Within a reasonable time after the company has received notification from the customer of an error or defect and examined the claim, the company notifies the customer whether the error or defect is covered by warranty. Upon request, the customer must send defective parts to the company. The Customer bears the cost and risk of parts during transport to the company. The company bears the cost and risk of parts during transport to the customer if the defect is covered by warranty.
10.5 Remedy. Within a reasonable time after the company has given notice to the customer in accordance with section 10.4 that a defect or lack is covered by warranty, the company remedies the defect or lack by: (I) replacing or repairing defective parts, or (II) sending parts to the customer for the customers own replacement or repair.
10.6 Repeal. If the Company fails to remedy an error or defect covered by warranty within a reasonable time after the company has given notice to the customer in accordance with section 9.4, for reasons for which the customer is not responsible and the defect or lack has not been remedied within a reasonable time of at least 14 days, the customer may cancel the order or orders affected by the defect or lack, without notice to the company. The customer has no other rights in connection with defects or deficiencies in products, spare parts or related services than those expressly stated in section 10
11.1 Responsibility. Each party is liable for its own actions and omissions under applicable law with the limitations that follow from the basis of agreement.
11.2 Product liability. The company is responsible for product liability in respect of delivered products and spare parts, to the extent that such liability follows from mandatory legislation. The customer must indemnify the company to the extent that the company may incur product liability in addition.
11.3 Limitation of liability. Notwithstanding any conflicting terms in the agreement basis, the company’s liability to the customer may not per. Calendar year in total exceed 5% of the sales of products, spare parts and related services that the company has invoiced net to the customer in the immediately preceding calender year. The limitation of liability does not apply if the company has acted intentionally or with gross negligence.
11.4 Indirect losses. Notwithstanding any conflicting terms in the agreement, the company is not liable to the customer for indirect losses, including loss of production, sales, profit, time or goodwill, unless caused intentionally or through gross negligence.
11.5 Force majeure. Notwithstanding any conflicting terms the contract basis, the company is not liable to the customer for non-fulfillment of obligations which may be attributed to the force majeure. The discharge lasts as long as force majeure lasts. Force majeure is considered to be the matters that are beyond the company’s control and which the company should not have foreseen at the conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terror, fire, flood, vandalism and labor disputes.
12. Intangible rights
12.1 Property rights. The full ownership of all property rights for the intangible rights, relating to products, spare parts and related services, including patents, design, trademarks and copyrights, belongs to the company.
12.2 Violation. If delivered products or spare parts violates the intangible rights of third parties, the company shall at its own expense: (I) ensure the customers right to continue the use of the violated products or spare parts, (II) modify the infringing products or spare parts so that they no longer infringe, (III) replace the infringing products or spare parts with any non-infringing ones; or (IV) repurchase the infringing products or spare parts at the original net purchase price less 20% per. Year since delivery. The customers has no other rights in connection with the infringement of third party intangible rights of products, spare parts or related services.
13.1 Disclosure and use. The customer may not pass on or use or enable others to use the company’s trade secrets or other information of any kind that is not publicly available.
13.2 Protection. The customer may not improperly acquire or attempt to acquire knowledge of or availability of the company’s confidential information as described in section 12.1. The customer must handle and store the information probably to prevent it from accidentally coming to the knowledge of others.
13.3 Duration. The customer’s obligations according to section. 13.1-13.2 applies during the parties’ trade and without time limit after the termination of the trade, regardless of the reason for the termination.
14. Applicable law and venue
14.1 Applicable law. The parties’ trade is in all respect subject to danish law.
14.2 Venue. Any dispute that may arise in connection with the parties’ trade must be settled by a danish court.