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Terms of Sales & Delivery – v 1.2
These Terms and conditions of sale and delivery shall apply to the contractual relationship unless otherwise agreed between the parties. Buyer undertakes to provide these Terms and conditions of sale and delivery to any third party receiving assembled products that include components for which Actulux A/S is responsible. Such provision may be made either by directly supplying the terms and conditions or by incorporating them into the terms and conditions provided to the third party/purchaser.
Unless otherwise agreed, the delivery terms are EXW/ab fabrik Stoevring, and shipment is on buyer’s own account and risk. The buyer shall insure the shipment and Actulux A/S is not responsible for any damages or larceny during transport. Provided that no special instructions are available before dispatch Actulux A/S is free to choose the cheapest way of transport on the basis of our judgement.
Time of delivery is estimated and without any obligations for Actulux A/S. Any delay does not entitle the buyer to cancel the order unless Actulux A/S accepts. Actulux A/S does not take any responsibility for consequences of delay caused by force majeure, strike, lock out, interruption of work, war, import- or export embargo or any other circumstances in Denmark or abroad, which we cannot control. Penalties for delay in delivery or compensation for loss caused by delay will not be satisfied.
Actulux A/S is responsible for the goods delivered being free from defects in materials and workmanship at the time of delivery. Immediately after delivery, it is the responsibility of the buyer to carry out a thorough and careful examination of the goods delivered and to make a written complaint to Actulux A/S within 7 days in the event of missing products and/or defects and deficiencies. Complaints do not entitle the buyer to retain payment for the goods delivered. Goods delivered will remain the property of Actulux A/S until the payment has been fully paid. Goods can only be returned if an agreement is made. A handling fee of 20% will be deducted from the invoiced price and return shipping is at the buyer’s expense.
Actulux A/S shall under no circumstances be liable for any defects unless Actulux A/S has been notified in writing within 2 years from the delivery of the assembled product to the third party/purchaser. In the event of a defect notified in writing within the 2-year period, for which Actulux A/S is responsible, Actulux A/S shall, at its sole discretion, either replace the defective product with a new one or carry out a repair. This remedy constitutes the full and exclusive obligation of Actulux A/S, and Actulux A/S assumes no responsibility for or coverage of any costs associated with the replacement, including but not limited to disassembly, reassembly, access arrangements, or any other consequential expenses incurred by buyer or buyers customer.
Actulux A/S shall be under no liability in respect of any defect in the goods caused by transport or installation for which Actulux A/S is not responsible, improper use – including use beyond any product approval or certification, insufficient or inadequate installation and maintenance and externalities beyond Actulux A/S’ reasonable control.
If any disagreements occur, the disputes shall be settled at a Danish court according to Danish legislation. Actulux A/S’ liability for damages is limited to maximum DKK 1.000.000.
Payment and prices are as stated on the front page of the order confirmation. Any delay in payment will imply an addition of a 1,0% interest for each month started. In case of considerable changes in labour costs, raw materials, sub components and exchange rates when effecting order confirmation, invoice or payment we reserve the right to either change the prices or to claim an adjusted amount for payment without previous written notice.
Product liability: Actulux A/S is only responsible for personal injury if it can be proved that the damage is caused by error or by an act of negligence committed by Actulux A/S or persons, whom Actulux A/S is responsible for. Actulux A/S is not responsible for damage to real and personal property occurred while the goods are in the hands of the buyer. Actulux A/S is neither responsible for damage to products manufactured by the buyer or products of which these form part. Moreover, Actulux A/S is responsible for damage to real and personal property under the same terms as personal injury.
Actulux A/S is not responsible for loss of profits, loss of earnings or other indirect losses, including consequential damage to property or buildings.
To the extent that Actulux A/S should be imposed a product liability towards a third party, the buyer is obliged to keep Actulux A/S indemnified to the same extent as Actulux A/S’ liability is limited according to the above points. If a third party puts forward a claim, against one of the parties, for compensation according to product liability this part must immediately notify the second party.
Actulux A/S and the buyer are mutually obliged to undertake legal proceedings at the court, which treats compensation claims, set up against one of them on the basis of a damage, which is claimed to be caused by the goods. Actulux A/S can always demand that the mutual relations between buyer and Actulux A/S are settled at an legal disputen at the Commercial Court in Copenhagen.
These limitations in Actulux’s responsibility are not valid if Actulux A/S has been guilty of gross negligence. Actulux A/S has taken out a product liability insurance. Actulux A/S’ liability is in all cases limited to the insurance coverage amount. Copy of the insurance can be requested.
