GENERAL TERMS AND CONDITIONS

BECKER DANMARK A/S

 

1 . PURPOSE AND EXTENT

1.1 These general terms and conditions describe the conditions for delivery from Becker Danmark A/S’ (”Becker Danmark”) of standard products and spare parts (”Products”) and advisory services (”Services”), including repair and maintenance of the Products as described in the agreement (”the Agreement”) entered between the customer (“Customer”) and Becker Danmark.
1.2 These terms and conditions (”the Conditions”) apply to all agreements entered be-tween the Customer and Becker Danmark conc. the Customer’s purchase of Products and Services from Becker Danmark, unless otherwise agreed in writing.

 

2. EXTENT OF SERVICES
2.1 The services delivered by Becker Danmark are supply of Products, primarily vacuum pumps, compressors and spare parts for same, as well as Services as described in the Agreement entered between the two parties.
2.2 Becker Danmark may at any time choose to assign the job to a sub-supplier. However, Becker Danmark is still bound by the Conditions of this agreement.

3. QUOTATION AND ACCEPTANCE
3.1 A definite quotation from Becker Danmark is valid for 14 days after date of quotation. The Customer can accept a quotation either in writing or orally (for instance by tele-phone), but the quotation is only binding for Becker Danmark when they have con-firmed the order in writing.

4. CANCELLATION
4.1 A quotation/order confirmation conc. Products which are not on stock at Becker’s will always be subject to the reservation that the Products in question are available at mar-ket price. If the Products are not available Becker Danmark may cancel the quota-tion/order confirmation without any responsibility. As soon as Becker Danmark have as-certained that the Products are not available they are obliged to inform the Customer accordingly in due time.
4.2 The Customer is only entitled to cancel an order after prior consent in writing from Becker Danmark.

5. THE OBLIGATIONS OF THE CUSTOMER WHEN BUYING SERVICES
5.1 It is a condition for the execution of Services:

• that the Customer gives all relevant information conc. the job to the service staff and other contact persons,
• that the Customer – if the work is to be carried out at the Customer’s place – free of charge places at the disposal of the consultants necessary and legal work places equipped with all necessary facilities etc. as specified by the consultants,
• that the Customer contributes to the planning of the work, answers questions and supplies resources to enable the execution of the agreed services,
• that the Customer – to the extent necessary for the execution of the work – gives access for the consultants to the facilities, installations and documentation of the Customer as requested by the consultants.

 

6. TIME OF DELIVERY
6.1 Becker Danmark aims to deliver time as stated in the Agreement. If contrary to expecta-tions this is not possible, Becker Danmark will without hesitation inform the Customer accordingly and keep the Customer informed of a new expected time of delivery. As Becker Danmark is depending on other suppliers and delays may be caused by cir-cumstances beyond the responsibility of Becker Danmark, Becker Danmark is not liable to pay compensation for possible delays.
6.2 If the time of delivery is overrun by more than 90 days due to Becker Danmark alone or circumstances controlled by Becker Danmark, the Customer is entitled to cancel the Agreement with reasonable notice by informing Becker Danmark accordingly in writing.
6.3 Unless otherwise agreed delivery of a Product is understood to be the time when the Product leaves the stock of Becker Danmark (ex stock).
6.4 Becker Danmark undertakes no responsibility for installation, implementation etc. un-less otherwise agreed.
6.5 In cases where Becker Danmark, according to agreement with the Customer, is to bring along the Products and carry out installation, time of delivery is understood as the time when the Products are physically handed over/placed at the disposal of the Customer in the agreed place of delivery.
6.6 Upon request from the Customer Becker Danmark can arrange transport of the Prod-ucts, however, at the account and risk of the Customer.

7. RISK OF PRODUCTS
7.1 Upon the time of delivery according to article 6 above, the Customer takes over the risk of the Products.

 

8. PRICES AND INVOICING
8.1 Generally
8.2 All prices are in Danish kroner exclusive of V.A.T., public dues and other possible tax-es, environmental dues, freight costs etc., unless otherwise agreed.
8.3 Products
8.3.1 The price agreed for the ordered Products appears from the Agreement entered be-tween the two parties.
8.3.2 Becker Danmark is entitled to invoice the Customer for the Products when delivery has taken place. It may, however, appear from the quotation/order confirmation that Becker Danmark is entitled to claim payment of a deposit or payment in advance.
8.4 Services
8.4.1 The estimated extent of the services to be rendered is described in the Agreement entered between the parties. Irrespective of this Becker Danmark will always charge the Customer for the actual time used for the job, unless it is stipulated in the Agreement that a fixed price has been agreed.
8.4.2 Becker Danmark is entitled to invoice the Customer regularly at the end of each month and upon completion of the job. Invoices are made on the basis of the time actually used, unless otherwise agreed. Generally the Customer is invoiced for each working hour or part thereof.

 

9. PAYMENT
9.1 Should a Customer have any objections to an invoice, he must make them within 14 days from date of invoice.
9.2 Invoices are due for payment 14 days after date of invoice.
9.3 In case of overdue payment, Becker Danmark is entitled to charge interest from due date with 1,5% per month. Interest will be calculated monthly from due date of pay-ment.
9.4 If date of payment has occurred, reminder has been forwarded, another 14 days have passed and payment has still not been effected, Becker Danmark is entitled to withhold further deliveries or parts thereof, or cancel the Agreement and possibly other agree-ments entered with the Customer, completely or partially, without further notice by in-forming the Customer in writing. If Becker Danmark cancels the Agreement they are en-titled to compensation according the general rules of Danish law.

 

10. LIABILITY, FLAWS AND DEFICIENCIES
10.1 The Customer is obliged to check and test the delivered Products immediately upon delivery.
10.2 In order to claim flaws or deficiencies (”Defects”) the Customer must immediately inform Becker Danmark in writing. The Customer is to describe and if requested show how the Defect is expressed. Becker Danmark is only liable for Defects claimed within 8 days from time of delivery.
10.3 If there is a Defect in the delivered Product, Becker Danmark may choose to replace the Product or offer the Customer a proportional reduction of the price for the Defective Product/Service.
10.4 If Becker Danmark chooses to remedy a Defect, Becker Danmark is obliged to remedy the Defect with the rapidity required by the situation and for their own account.
If Becker Danmark does not remedy the Defect with the rapidity required by the circum-stances, the Customer may, in writing, give Becker Danmark a definitive and reasona-ble for så vidt angårrespite for remedy. This respite should be at least 30 days.
10.5 If the Defect has not been remedied upon expiry of the respite the Customer is entitled to a proportional reduction of the price, corresponding to the gravity of the Defect in re-lation to a delivery with no Defects.
10.6 If the Defect is of essential importance for the Customer’s use of the delivery, the Cus-tomer is after expiry of the respite entitled to terminate the Agreement conc. the Defec-tive Product or service.
10.7 As far as other Products delivered or Services rendered are concerned the Customer can only cancel the purchase of these if they are combined with the Defective Product or service to the extent that they cannot work alone in a satisfactory way.
10.8 The Customer can only terminate conc. the Defective Product or Service. The Custom-er is not allowed to terminate future deliveries/services.
10.9 If the Customer terminate the Agreement, he is entitled to compensation with the limita-tions described under conditions.
10.10 The above items describe all the Customer’s rights in case of non-fulfilment due to De-fective Products or Services.
10.11 If a Customer claims a Defect, and it turns out that there is no Defect for which Becker Danmark is responsible, the Customer is to return to Becker Danmark any costs they might have had in this connection. If Becker Danmark has used working hours to find the Defect, which turns out to be beyond the responsibility of Becker Danmark, Becker Danmark is entitled to charge the Customer for the hours used according to the usual pricelist of Becker Danmark.
10.12 If the Customer fails to fulfil his obligations, he is obliged to cover the loss of Becker Danmark according to the general rules of Danish law, including costs and working hours for consultants which turned out to be in vain.
10.13 It is the responsibility of Becker Danmark A/S that the consultants used will at any time meet the requirements for a good, professional standard and that they are qualified to carry out the jobs assigned.
10.14 Becker Danmark A/S can in no way be claimed liable for the following:

• that the delivery does not have the expected value for the Customer, that the Cus-tomer does not obtain the expected results, or that the delivery in general does not have the expected suitability, unless Becker Danmark has in the Agreement guar-anteed a certain result,
• circumstances which can be referred to the failure of the Customer to fulfill his obli-gations according to the Conditions or the Agreement,
• Defects occurred as a consequence of the Customer’s application of the delivery in combination with other equipment which might directly or indirectly affect the func-tioning of the delivery,
• Defects occurred as a consequence of changes or operations to the delivery which are not in accordance with the instructions from Becker Danmark,
• Defects occurred due to Customer’s lack of education or use of the delivery other than described in the documentation received or due to neglect from the Customer, his staff or a third party or due to other circumstances beyond the control of Becker Danmark,
• normal maintenance such as adjustment, normal wear and tear or if purchase of accessories is required.

 

11. PRODUCT LIABILITY
11.1 Becker Danmark has Product liability according to the actual preceptive legislation on this subject, but undertakes no liability apart from that. Any Product liability, which is not required by legislation, is expressly renounced.
11.2 Becker Danmark is not responsible for damage caused by Products to real estate or personal property, which occurs while the Product is in the Customer’s or a third party’s possession. Furthermore Becker Danmark is not responsible for damage to Products produced by the Customer or Products, in which the Product from Becker Danmark is incorporated.
11.3 If a third party claims compensation from Becker Danmark with reference to Product liability, the Customer is obliged to hold Becker Danmark indemnified to the extent that Becker Danmark’s liability is limited according to the Conditions.
11.4 If a third party claims compensation from one of the parties with reference to Product liability, the other party should immediately be informed accordingly in writing.
11.5 The parties are mutually obliged to accept to be taken to the court or court of arbitra-tion handling a claim for compensation which has been submitted to one of the parties on the basis of damage or loss which is said to be caused by the Product. However, in such case the reciprocal relation between the parties shall be determined according to article 20 below.

 

12. LIMITED LIABILITY
12.1 Becker Danmark can under no circumstances, irrespective of the degree of negligence, be held liable for indirect losses of any kind, including but not limited to operating loss, lost profit, loss of data or costs paid by the Customer to a third party or consultant for assistance or any other indirect loss or consequential damage.
12.2 Should Becker Danmark be held liable (irrespective of the above) the liability will always be limited to the net price paid for the Agreement in question, however, not exceeding kr. 25.000 for each agreement.

 

13. FORCE MAJEURE
13.1 Neither of the parties can be held liable for circumstances described as force majeure, including but not limited to war, riots, revolt, general strike, fire, natural catastrophes, currency restrictions, ban against import and export, interruption of the ordinary traffic, interruption or failure to energy supply or communication channels, long illness or death of a key employee, extensive attack of virus or malware or a force majeure situation at a sub-supplier’s.
13.2 If a force majeure situation occurs, the affected party must immediately inform the other party accordingly and keep the other party updated. The other party can then require possible time schedules to be postponed and renegotiated.
13.3 Irrespective of the above either of the parties has the right to cancel the Agreement in writing to the other party, if fulfilment of the Agreement is prevented for more than 6 months due to a force majeure situation.

14. CONFIDENTIALITY
14.1 In connection with the execution of the job, either party may have access to confiden-tial and internal information from the other party. Both parties guarantee that they, their employees and sub-suppliers will at any time treat such information with confidentiality and will only use the information as intended. This stipulation has no time limit.

 

15. RETENTION OF OWNERSHIP
15.1.1 All Products are sold on a conditional basis. The property right of the sold Product is only transferred to the Customer, when Becker Danmark has received full payment ac-cording to the Agreement.
15.1.2 Until the property right has been transferred to the Customer, he is obliged to handle the Product properly, to store and maintain the Product according to prescriptions and to take out insurance for the full value of the Product in respect of fire, theft and water damage and not to carry out any amendments to the Product without prior acceptance from Becker Danmark in writing.
15.1.3 The Customer undertakes the obligation, not without the prior consent in writing from Becker Danmark, to move, pledge, lease, lend, sell or in any other way dispose of the Product until the property right has been transferred to the Customer.

 

16. IMMATERIAL RIGHTS
16.1.1 All immaterial rights, including the full intellectual property right of the Products, belong to Becker Danmark A/S.
16.1.2 Unless otherwise agreed between the parties, the Customer will after payment of the total amount to Becker Danmark only have the right of using the immaterial rights, in-cluding the right of using protected material, documentation etc. worked out by Becker Danmark in connection with delivery of the Product.
16.1.3 Consequently the Customer only has the right to use the Products in the present con-dition. The Customer does not have the right to change, develop, produce or sell Becker Danmark’s immaterial rights to a third party without prior consent in writing from Becker Danmark, except for certain situations where such right has been given to the Customer through indispensable legislation.
16.1.4 In case the Customer wants to sell the Product to a third party, a consent from Becker Danmark in writing is required.

 

17. ASSIGNMENT
17.1 Becker Danmark is entitled to assign rights and obligations according to the Conditions and the Agreement without prior consent from the Customer. .
17.2 The Customer is not entitled to assign rights and obligations according to the Condi-tions and the Agreement, without prior consent from Becker Danmark in writing.

 

18. COMPLAINTS
18.1 If the Customer has any complaints or other comments to the Products delivered or shortcomings in delivery, the complaint must be sent to becker@becker-danmark.dk.

 

19. AMENDMENTS AND PRIORITY
19.1 Amendments to conditions or agreement can only be made in writing, either by making new conditions or by signing a written appendix to the conditions and agreement.
19.2 In case of discrepancy between the Conditions and the Agreement, the Agreement has priority over conditions.

 

20. LEGISLATION AND ARBITRATION
20.1 Disputes between the parties conc. the interpretation of the Conditions and/or Agree-ment or Becker Danmark’s services in general should be handled by the city court of the city of Becker Danmark’s domicile. Any dispute must be settled according to Danish law except for certain situations which might cause the use of another law than Danish.

 

Becker Danmark A/S

The 9th August 2019