1.      Offer and confirmation of order

1.1.   The Seller’s offer is only binding for 30 days from the date the offer is given.

1.2.   The Seller retains the right to make changes to the delivery until the time of the delivery date, however, if such changes are made, the Seller guarantees to deliver a similar product and to inform about the changes.

1.3.   The Buyer can only claim the rights in these terms and conditions or in an individual agreement between the parties. Information given by the Seller orally, on the internet, in brochures etc. is therefore without relevance for the assessment of the delivery.

1.4.   The Seller’s offer is not binding before a final order confirmation is sent to the buyer by mail, fax or letter.

2.      Time of delivery

2.1.   Delivery times are provided with reservation of a possible delay from subcontractors. If the Seller is notified of a delay by a subcontractor or sees this as likely, then the Seller must inform the Buyer of this promptly, and information regarding a new expected date of delivery must be given.

3.      Delay 

3.1.   In case of a substantial delay by the Seller, the Buyer has the right to cancel the order.

3.2.   The Seller can under no circumstances be held responsible for the Buyer’s indirect loss due to a delayed or missing delivery.

4.      Shipping, insurance, VAT, tax, fees, packing

4.1.   The prices mentioned in the offer are exclusive of costs for shipping, insurance, installation, VAT and any potential national taxes or charges, fees for inspection of goods or certificates unless anything else is agreed upon.

4.2.   Packing is included.

5.      Payment

5.1.   Payment at order or before shipment, unless another agreement has been made between customer and Flexo Wash. 

6.      Intellectual Property

6.1.   All intellectual property rights in the Product, including in any embedded software, and in any technical information relating to the Product, shall rest with the Supplier or, in the appropriate case, with a third party which has licensed the Supplier to sublicense these rights.

6.2.   The Supplier shall not be obliged to provide the Purchaser with the source code or with updates for any embedded software.

6.3.   This clause shall also apply when the Product and/or software has been specifically developed for the Purchaser unless otherwise agreed In Writing.

7.      Duty of investigation and notice of lack of conformity

7.1.   The Buyer is obliged to examine the goods for any lack of conformity immediately after receipt and always before the goods have been taken into use.

7.2.   The Buyer is to notify the Seller immediately if the Buyer finds any lack of conformity with the received goods. In case of other faults, including hidden faults which manifest later, the Buyer must claim these immediately after having discovered the fault or at the latest 12 months after delivery.

8.      Lack of conformity

8.1.   In the case of lack of conformity of an item, the Seller assumes the responsibility, within a period of 12 months after delivery, without undue delay, to supply a replacement item or repair the item, according to the Buyer’s choice.

8.2.   The Seller does not have an obligation to remedy if the lack of conformity of the item is due to wrong installation or the item has not been used in accordance with the Seller’s provisions. Furthermore, the Seller does not have an obligation to remedy if the lack of conformity of the item is due to incorrect or inappropriate use; due to modifications or technical interferences made without the written consent of Seller; or due to extraordinary climatic impacts.

8.3 Consumables or highly consumable parts are not covered by the right to demand remedy. Likewise, the costs relating to assembling and disassembling are not covered by the right to demand remedy. Immediately after having discovered a lack of conformity, the Buyer must give a written notice.

8.4.   After the Seller has received a written notice regarding a lack of conformity, which is construed as a lack of conformity, the Seller will remedy the lack of conformity.

8.5.   If the Buyer can remedy the lack of conformity at his own business premises, then the Seller’s duty to remedy the lack of conformity is met by sending a new or repaired part.

8.6.   Parts, which have been replaced due to a lack of conformity, must be given back to the Seller unless anything else is agreed upon between the parties.

8.7.   The Seller provides the right to remedy part of the delivery, which is replaced or repaired under the same circumstances and under the same conditions as the original delivery.

9.      Limitation of liability

9.1.   The Seller’s possible liability for a lack of conformity cannot exceed the total price that the Buyer has paid for the goods.

9.2.   The Seller is not responsible for any indirect losses, including – but not limited to – consequential damage, operating losses, loss of data or the cost to re-establish data, and loss of profit, irrespective of whether this is due to negligence or grossly negligent behaviour by the Seller. If the Seller is responsible for a third party, the Buyer is obligated to indemnify the Seller, if a liability goes beyond the limits of the agreement.

10.      Responsibility for products

10.1.             The Seller is responsible according to the law on general product safety.

10.2.             The Seller is responsible for the possible injury of people and loss of dependency in accordance with the mandatory provisions on that matter. Besides the above-mentioned, the Seller is not responsible for anything else regarding the general product safety. 

11.  Exemption of liability – Force majeure

11.1.          The following circumstances result in exemption of liability if they occur after the conclusion of the agreement and prevent the agreement from being fulfilled:

11.2.          Work conflicts, strikes, lock-outs and any other circumstances beyond the control of any of the parties (fire, epidemics, war, unforeseen military services of such scale, sabotages, seizures, exchange rate restrictions, riots and rebellions, lack of transport services, general shortage of goods, restrictions regarding driving means and shortcomings of deliveries by sub-contractors), or delays of such deliveries as a result of any of the above-mentioned circumstances.

11.3.          The party wishing to claim any of the above-mentioned circumstances must, as soon as possible, notify the other party about the situation and when it is expected to be over.

11.4.          Both parties have the right to rescind the agreement by written notice to the other, when the fulfilment of the agreement, within reasonable time, becomes impossible.

12.  Resolution of disputes

12.1.          The terms and conditions of this agreement are governed by Danish law and are subject to Danish jurisdiction.

12.2.          Any dispute or disagreement, which might arise in relation to this contract, must be attempted solved by negotiation. If the parties fail to solve the dispute, either of the parties can commence legal proceedings in the area where the Seller’s head office is located.