Trading conditions

1. Application

1.1 Application. These general terms and conditions of sale and delivery (“Terms”) apply to all agreements concerning [Company Name], CVR no. [CVR number] (the “Company”) for the sale and delivery of products, spare parts, and associated services to business customers.

2. Basis of Agreement

2.1 Agreement Basis. The Terms, together with the Company’s quotations and order confirmations, constitute the entire agreement (“Agreement Basis”) for the Company’s sale and delivery of products, spare parts, and associated services to the customer. The customer’s purchasing conditions printed on orders or otherwise communicated to the Company are not part of the Agreement Basis.

2.2 Amendments and Additions. Changes and additions to the Agreement Basis are valid only if agreed in writing by both parties.

2.3 Legal Status. Each party shall immediately notify the other if it changes its legal status, enters into bankruptcy, reconstruction, or voluntary liquidation.

3. Products, Spare Parts, and Services

3.1 Products and Spare Parts. Products and spare parts sold and delivered by the Company to the customer are new and comply with Danish law at the time of delivery. The Company supplies spare parts for a product for at least [number] months after delivery.

3.2 Services. Associated services sold and delivered by the Company in connection with the sale of products or spare parts (such as [services]) are carried out professionally and comply with Danish law at the time of delivery.

3.3 Limitation of Liability. The products, spare parts, and associated services sold and delivered are intended for [purpose] and for use in Denmark. Regardless of any conflicting terms, the Company is not liable for losses or damages resulting from use for other purposes or outside Denmark. The customer shall indemnify the Company for any such liability.

4. Price and Payment

4.1 Price. The price is based on the Company’s applicable price list at the time of order confirmation unless otherwise agreed in writing. All prices are exclusive of VAT.

4.2 Payment. The customer must pay all invoices no later than [payment terms], unless otherwise agreed in writing.

5. Late Payment

5.1 Interest. In the event of late payment not due to the Company, interest of 1% per month will be charged from the due date until payment is received.

5.2 Termination. If the customer fails to pay an overdue invoice within 14 days of written demand, the Company is entitled to: (i) terminate the sale, (ii) cancel undelivered products or demand prepayment, and/or (iii) invoke other remedies.

6. Offers, Orders, and Order Confirmations

6.1 Offers. Offers are valid for 10 days from the date of the offer unless otherwise stated. Late acceptance is not binding unless confirmed by the Company.

6.2 Orders. Orders must be submitted in writing and include: (i) Order number, (ii) Product number, (iii) Description, (iv) Quantity, (v) Price, (vi) Payment terms, (vii) Delivery date, (viii) Delivery address, (ix) Delivery terms.

6.3 Order Confirmations. The Company aims to confirm or reject orders within [number] working days. Confirmations must be in writing to be binding.

6.4 Order Changes. Orders cannot be changed without written consent from the Company.

6.5 Inconsistencies. If the order confirmation deviates from the order or Agreement Basis and the customer does not object within [number] working days, the confirmation is binding.

7. Delivery

7.1 Delivery Terms. Products and spare parts are delivered according to [delivery term].

7.2 Delivery Time. Delivery follows the order confirmation. Early delivery is permitted unless otherwise agreed.

7.3 Inspection. The customer must inspect goods upon delivery and notify the Company in writing of defects immediately. Failing to do so forfeits the right to claim.

8. Delay in Delivery

8.1 Notice. In case of anticipated delay, the Company will inform the customer with reasons and a new expected delivery time.

8.2 Termination. If delivery is delayed by more than [number] days beyond the agreed date and not rectified within [number] days, the customer may terminate the affected order(s) by written notice. No further rights apply.

9. Warranty

9.1 Warranty. The Company warrants products, parts, and services against significant defects for [number] months post-delivery. For replaced parts, warranty is [number] months from replacement, max [number] months from original delivery.

9.2 Exclusions. The warranty does not cover wear parts such as [wear parts] or damage from: (i) wear and tear, (ii) improper use, (iii) third-party repairs/changes, (iv) other external factors.

9.3 Notification. Defects must be reported in writing without delay. Delayed notification forfeits warranty claims.

9.4 Investigation. After receiving a claim, the Company will determine if the defect is covered and may request return of parts. The customer bears transport risk to the Company; the Company covers return transport if the claim is valid.

9.5 Remedy. The Company will remedy by (i) replacing/repairing, or (ii) sending parts for self-repair.

9.6 Termination. If the Company fails to remedy a valid defect within a reasonable period of at least [number] days, the customer may terminate the affected order(s) by written notice.

10. Liability

10.1 General Liability. Each party is liable according to applicable law, subject to the Agreement Basis.

10.2 Product Liability. The Company is liable only to the extent required by law. The customer indemnifies the Company from any further liability.

10.3 Limitation of Liability. The Company’s annual liability is limited to [number]% of the previous year’s net invoiced sales to the customer, except in cases of intent or gross negligence.

10.4 Indirect Losses. The Company is not liable for indirect losses like lost production, sales, profits, time, or goodwill unless caused intentionally or by gross negligence.

10.5 Force Majeure. The Company is not liable for non-performance due to force majeure such as natural disasters, war, terrorism, fire, flood, vandalism, or labor disputes.

11. Intellectual Property Rights

11.1 Ownership. The Company retains full ownership of all IP rights, including patents, designs, trademarks, and copyrights.

11.2 Infringement. If products infringe third-party IP, the Company will at its own cost: (i) ensure continued use, (ii) modify, (iii) replace, or (iv) repurchase the product at the original net price minus [number]% per year. No other remedies apply.

12. Confidentiality

12.1 Disclosure and Use. The customer must not disclose or use the Company’s trade secrets or non-public information.

12.2 Protection. The customer must protect and securely store confidential information.

12.3 Duration. These obligations apply throughout the business relationship and indefinitely thereafter.

13. Processing of Personal Data

13.1 Processing. The Company processes personal data in accordance with the GDPR and Danish law. Customer data is used only for orders, communication, and [other purpose].

13.2 Rights. The Company respects rights such as access, rectification, erasure, objection, and data portability.

13.3 Storage and Disclosure. Data is stored only as necessary and not disclosed without consent.

13.4 Contact. For data inquiries, customers may contact [Company contact info].

14. Governing Law and Jurisdiction

14.1 Governing Law. All transactions are governed by Danish law.

14.2 Jurisdiction. Any dispute shall be settled in a Danish court.