SØBY MASKINAKTIESELSKAB/SØBY MACHINE COMPANY LIMITED

(hereinafter referred to as “Seller”)

Terms and Conditions of Sale and Delivery

The present terms of Sales, Payment and Delivery shall apply to all orders placed with and all deliveries made by Seller, unless otherwise agreed in writing.

Quotations

All quotations are non-binding unless otherwise is stated. Delivery times stated in quotations are subject to changes in the delivery times from the Seller’s suppliers. Validity appears from the individual offer.

Order
Order issued by a buyer is considered as offer and require an order confirmation from Seller. Any objections to the order confirmation must be received by Seller three (3) working days after buyer has received Seller’s order confirmation at the latest.

Scope of Delivery
Seller’s delivery only includes those products/services which are explicitly specified in Seller’s quotation or order confirmation.

Prices
Prices stated in Seller’s order confirmation are given in Danish Kroner (DKK) or euros (EUR) exclusive of VAT, freight, and packaging. The Seller reserves the right to adjust the prices once a year and in case of any increase in cost beyond Seller’s reasonable control, such as changes in taxes, exchange rates, customs duties, including extraordinary increase in raw material prices or the like, after the issue of Seller’s order confirmation.

Catalogues, Price lists, and Other Documentation
Catalogues and price lists are considered an invitation to buyers to make offers and are therefore not binding on Seller. Buyers should enquire about any possible changes to these before entering into an agreement with Seller.

Illustrations in catalogues and pamphlets, and statements of any kind in these are not binding on Seller, unless they are specifically made part of the contractual basis.
All drawings, specifications, order confirmations, quotations, and the like, forwarded by Seller remain Seller’s property and may not be copied, submitted to competitors to Seller, or applied in any way except in connection with buyer’s transactions with Seller without Seller’s permission. Seller is entitled to make technical changes in illustrations, quotations, etc., if such changes are required and do not materially affect the normal use of Seller’s products/services.

Delivery
Unless otherwise agreed upon in writing, Seller’s prices are EXW (Incoterms 2021). Seller ensures shipping and selects the shipping method. The shipment takes place at the buyer's expense and risk.

Delay
Seller is entitled to change the date of dispatch, if the buyer changes his order after receipt of Seller’s order confirmation. In the event that delivery is delayed by more than 10 working days, except for Force Majeure as stated below, the buyer is entitled to cancel the agreement in writing. Seller is not liable for any losses or expenses caused by delayed delivery, unless otherwise is expressly agreed to in writing.

Force Majeure
Seller is not liable for non-performance of Seller’s obligations if such non-performance is attributable to circumstances which can be regarded as being beyond the control of Seller, including but not limited to strike, fire, lockout, war, mobilization, requisitions, sequestration, foreign exchange restrictions, uprising and unrest, shortage of transportation, general scarcity of goods, restrictions concerning energy or defects or delays in deliveries from a subcontractor/supplier which are attributable to force majeure.

Retention of title
Seller retains the full title to the goods delivered, until the entire purchase sum, including any interest accrued, is paid in full.

Payment
The due date is stated in Seller’s invoice and/or in contractual documentation such as Seller’s order confirmation. If payment is made after the due date, interest is payable at a rate of two percent per month from the due date and until payment is made. Where the buyer’s contract with Seller provides for continuous deliveries, Seller can refuse to make any further deliveries until overdue invoices have been settled. The buyer is in no event entitled to withhold payment for deliveries already made.

Returns
Subject to prior written agreement with Seller, unused and undamaged goods may be returned to Seller for a return fee of 15% of the invoiced value of the goods. This can be done within 30 days from receipt of the goods, except goods made specifically to buyer’s orders and/or not stated in Seller’s standard price list. Order number and/or invoice number must be advised to Seller before the goods are returned, and the goods must be returned to Seller freight prepaid, unless otherwise has been agreed upon.

Defects and non-compliance
Seller is liable for defects or non-compliance which is attributable to Seller, and which result from defects in design, materials, software, or manufacture. Seller is not liable for defects caused by inadequate maintenance, by the buyer’s use of the product in a way in which it was not intended to be used, by incorrect assembly or installation by the buyer, by changes carried out by the buyer without Seller’s consent in writing, by repairs performed by the buyer, or by ordinary wear and tear. Complaints must be submitted in writing to Seller within 12 months from the date of dispatch from Seller. Assumed defective/non-compliant goods must be returned to Seller freight prepaid. Seller is entitled, at his own discretion, to remedy such defect or non-compliance by repairing the goods or by replacing these. Costs associated with the buyer’s disassembly and/or assembly of products will not be covered. Claims for defects and/or non-compliance neither entitles the Buyer to cancel the contract for the product nor to a price reduction, nor to claim damages.

Notwithstanding anything to the contrary, Seller’s liability, if any, for damages – whether arising from breach of the terms agreed for the supply of products - is limited to an amount not exceeding the purchase sum giving rise to the liability.

Product Liability
Seller is liable for personal injury only if such injury is attributable to products supplied by Seller, and only if such injury is attributable to Seller’s negligence or negligence of persons for whom Seller is liable.

If Seller incurs liability towards any third party for such damage to property as described in this clause, the buyer shall indemnify, defend and hold Seller harmless, Seller is not liable for any damage to property caused by Seller’s products whilst in the possession of the buyer. Nor shall Seller be liable for any damage to products manufactured by the buyer, or to products of which the buyer’s products form a part.

The above limitation of Seller’s liability shall not apply, if Seller has been guilty of gross negligence.

If a claim for damage as described in this clause is lodged by a third party against one of the parties, the latter party shall forthwith inform the other party thereof in writing.

Seller and the buyer shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages lodged against one of them on the basis of damage allegedly caused by Seller’s products.

Indirect Losses

Seller is in no event liable for the buyer’s operating loss, loss of earnings, installation costs, loss of profit, loss of or damage to data, or any other indirect loss, including any loss resulting from the buyer’s legal relationship with any third party.

Disputes

Any dispute in connection with the trading relation between the parties, which cannot be settled amicably, shall be finally settled by the Court in Viborg, Denmark. Danish law shall apply.