1.1. The following general terms and conditions of sale and delivery are considered accepted upon acceptance of offers, and apply to the extent that they do not deviate from written agreement between the parties or from mandatory legal provisions.
1.2. In the case of assembly work, these terms and conditions of sale and delivery are supplemented by NLM 10 to the extent that no other provisions have been made in the terms and conditions of sales and delivery.
2. ADVICE AND OFFERS
2.1. BOAtech only advises buyers within its own area of experience and to the best of its knowledge at the time of the consultation. Subsequently acquired experience may result in other solution options. Advice is only given on the basis of information provided by the customer.
2.2. Offers are valid for 30 days from the offer date, unless otherwise agreed in writing. When ordering after the offer deadline, BOAtech reserves the right to change the offer. BOAtech assumes no responsibility for additions or changes to offers to which BOAtech has not provided acceptance in writing.
3. INSTRUCTIONS FOR USE
3.1. The instructions for use are drawn up in Danish, English or German, unless otherwise agreed and stated on the order confirmation. If the buyer requires documentation in a language other than the above, BOAtech reserves the right to outsource translation of such documentation. Buyer will be charged for any translation costs.
3.2. When selling on to a third party, the buyer shall be responsible for translation of documentation into the third party's main language.
4. PROPERTY RIGHTS
4.1. Drawings, descriptions, etc. submitted by BOAtech remain the property of BOAtech and may not be copied, reproduced or otherwise brought to the knowledge of a third party without the written consent of BOAtech.
4.2. Drawings, descriptions, etc., which are necessary to enable the buyer to set up, initiate, operate and maintain the delivery, transfer to the buyer. BOAtech requires that these remain confidential.
4.3. BOAtech reserves ownership of the item, also when integrating in other facilities, until payment has been made. If the buyer does not fulfil its terms of payment, BOAtech has the right to take back the item, and/or suspend its deliveries.
5.1. Final agreement on delivery or execution of work is only entered into upon the buyer's receipt of the written order confirmation. After this, the order can not be cancelled, changed or postponed by the buyer, without acceptance in writing from BOAtech. In the event of postponement on the part of the buyer, the machine shall be stored by the buyer at the buyer's expense.
5.2. If BOAtech's order confirmation does not match the buyer's order, the buyer must immediately submit a complaint. Otherwise, the buyer will be bound by the content of the order confirmation. BOAtech assumes no responsibility for additions or changes in order confirmation, for which BOAtech has not provided written acceptance.
6.1. Prices are ex works, excluding insurance, shipping, packaging, customs, VAT, taxes and assembly, unless otherwise agreed in writing.
7. TERMS OF DELIVERY
7.1. It is the buyer's obligation to carry out an inspection, immediately upon receiving a delivery, to ensure that it is intact and in accordance with that which is stated in the order confirmation. Complaints must be submitted to BOAtech immediately, in order to be valid. This also applies to items that are to be assembled or included in an assembly that is not carried out by BOAtech.
7.2. The delivery deadline stated in the order confirmation is binding, unless otherwise agreed in writing. If the buyer fails to accept a deliverable delivery or parts thereof at the agreed delivery deadline, the buyer is obliged to make payment as if delivery had taken place. In such a case, BOAtech may terminate the agreement and claim compensation for the loss incurred by BOAtech due to the buyer's negligence.
7.3. By agreement on delivery at the buyer's location or other designated place, the goods shall be delivered as close to the specified location as possible. The buyer is responsible for supplying personnel for unloading. Costs for possible waiting time to unload at the buyer's location or other designated place are the responsibility of the buyer, as are additional costs for BOAtech or the freight forwarder as a result of the buyer’s inability to accept the item at the agreed delivery time.
7.4. If BOAtech, upon written agreement, is responsible for freighting to the specified destination, the risk for the item passes to the buyer when BOAtech delivers the machine to the designated location. If the buyer arranges for freight to the destination, the risk for the machine passes to the buyer when the machine is handed over to the carrier.
8. ASSEMBLY AND INSTALLATION
8.1. All installations that require authorisation must be carried out by an authorised installer at the buyer’s expense.
8.2. Instructions in the use of the machine, in addition to written instructions for use, shall be paid by the buyer ´on the basis of time consumed`.
8.3. Any building alterations shall be requested by the buyer, and take place at the buyer's risk and expense. BOAtech can never be held responsible if building alterations are not in accordance with BOAtech's instructions, including e.g. drawings with dimensions. Modifications or adaptations to the machine that have not been agreed in writing with BOAtech are at the buyer's risk and expense, and BOAtech can never be held responsible for such.
8.4. The risk of accidental destruction of assembly work, undertaken by BOAtech outside its own workshop and items that BOAtech assembles outside its own workshop is that of the buyer.
9. PAYMENT TERMS
9.1. In accordance with tender and order confirmation.
9.2. If the buyer's circumstances result in a postponement of the agreed delivery time, payment must be made on the date of the originally agreed delivery time, and not that of the actual delivery.
9.3. In the event of late payment in relation to a written agreed payment date, 1.5% per commenced month of receivable, incl. VAT shall be added. The interest shall be attributed to the outstanding interest-bearing balance incl. any previously accrued interest. Accrued interest shall be due for payment immediately, and any payment shall be credited only against the earliest accrued interest. The debt itself is written off only after all interest due has been paid.
9.4. If the buyer fails to fulfil its payment obligation despite requests, BOAtech has the right to terminate the contract or withhold delivery in whole or in part by writing to the buyer. In this connection, BOAtech is entitled to change payment terms for future deliveries without notice.
10. WARRANTY AND DEFECTS
10.1. For new items, BOAtech provides warranty for work and material defects that are not due to normal wear and tear, for 12 months from date of delivery. The warranty is only valid provided that: a) normal operation (1 warranty day corresponds to 8 hours) and b) all written and oral instructions for use, assembly, installation, cleaning as well as repair and maintenance, are fully complied with.
10.2. There is no warranty on a) wear parts and b) equipment/electrical components where the product is not connected correctly.
10.3 BOAtech must be notified immediately in writing of any defects and given reasonable time to inspect the defects as well as remedy the defects either in the form of repairs on site or repairs at BOAtech's workshop or through replacement.
11. WARRANTY REPAIRS
11.1. It is the buyer's responsibility, expense and risk that delivered goods are brought to BOAtech's workshop. The warranty includes one new part. The buyer shall be charged for the cost of replacing this.
12. OTHER REPAIRS
12.1. If the buyer wants an estimated price or offer for the repair, BOAtech's preliminary investigations shall be carried out at the buyer's expense. The buyer shall be invoiced for the time that has elapsed for the preliminary investigation and any assembling of the machine if a repair is not wanted.
12.2. By calling in BOAtech's repairer, the buyer agrees to pay for the work undertaken by the repairer, driving, driving time and used spare parts - even if it does not succeed in returning the repaired item to working order.
13. RETURN OF NEW AND UNUSED ITEMS
13.1. Return of goods can only take place after prior written acceptance from BOAtech. The item must be received by BOAtech within 10 days of BOAtech's acceptance of return.
After 10 working days, the agreement lapses automatically.
13.2. Returns are at the buyer's expense and risk, and the buyer is obliged to make the goods in question available to BOAtech in the same condition as on delivery.
13.3. Approved returned goods are credited with a deduction of 20% of the sales price, excl. VAT, for free delivery to BOAtech's warehouse.
14. LIABILITY AND LIMITATION OF LIABILITY
14.1. BOAtech has taken out product liability insurance.
14.2. BOAtech can only be held liable for personal injury and property damage and/or moveables, where it can be proven that the damage is due to faults or defects in the item(s) supplied by BOAtech and/or performance.
14.3. BOAtech can never be held liable for injury to persons, damage to real estate and/or moveables where it can be proven to be due to faults or defects in the item(s) supplied by BOAtech and/or performance.
14.4. BOAtech can never be held liable for defects where, in accordance with para. 10.3 BOAtech, has not been given the opportunity for remediation.
14.5. BOAtech is in no circumstances liable for operating loss, loss of time, loss of earnings or other similar financial consequential loss.
14.6. In addition, the total liability for damages may not exceed the invoice amount for the item(s) supplied by BOAtech, and/or performance.
15. FORCE MAJEURE AND OTHER SIGNIFICANT DELIVERY DIFFICULTIES
15.1. BOAtech is entitled to terminate the contract by written agreement to the buyer, and BOAtech has no liability to the buyer when BOAtech's fulfilment of delivery within a reasonable time becomes impossible, significantly delayed, significantly more expensive or defective due to reasons not specifically due to BOAtech's negligence or omission, including e.g. shortage of goods, war, strike, political conditions or other force majeure. The same applies in the event of delay to or lack of delivery from subcontractors.
15.2. BOAtech shall immediately notify the buyer of such matters and the delivery will then be suspended for up to 30 days, after which both parties will then, without the other party being entitled to assert rights arising from breach of contract, be entitled to terminate the agreement.
16. LAW AND JURISDICTION
16.1. All disputes between the buyer and BOAtech must be settled in accordance with Danish law at BOAtech's venue.
16.2. To the extent that there may be inconsistencies between these general terms and conditions of sale and delivery and NLM 10 or other industry standards, these general terms and conditions of sale and delivery take precedence.