Sales and Delivery Terms

GENERAL

1.1 These general sales and delivery terms (“General Terms”) apply to all deliveries of products (defined as components, etc.) and/or services (“the Service”) from Electricon A/S, CVR no. 40 83 16 65 (“Electricon”) to any customer (“Buyer”), unless expressly deviated from or modified by another written agreement.

1.2 These General Terms form an integral part of the agreement(s) entered into between the parties, including any subsequent agreements and amendments (“Agreement”). In the event of any discrepancy between the General Terms and the Agreement, the Agreement shall prevail.

1.3 Any deviating acceptance, order, purchasing terms, or amendments, changes, or limitations proposed by the Buyer shall only apply if expressly and in writing approved by Electricon.

2 ORDER CONFIRMATION / ACCEPTANCE OF OFFER
2.1 An order shall be considered the Buyer’s offer to purchase the Service in accordance with these General Terms. Only orders confirmed in writing by Electricon are binding on Electricon, and only under the conditions stated in the order confirmation, including these General Terms.

3 DELIVERY
3.1 The delivery time for the Service shall be agreed upon between the parties.
3.2 Products are delivered Ex Works (Electricon, Ikast, Denmark) in accordance with the applicable Incoterms at the time, currently Incoterms 2020.

4 DELAYS
4.1 The delivery time shall be stated in the Agreement between the parties. Any delivery date communicated by the Buyer must be accepted in writing by Electricon at the time of entering the Agreement before it becomes binding.
4.2 Each party must notify the other in writing of any actual or expected delays and must loyally attempt to minimize the negative consequences of such delay.

5 PRICES AND PAYMENT TERMS
5.1 Services are supplied for payment as set forth in the Agreement between the parties.
5.2 All prices are stated in Danish kroner (DKK), exclusive of VAT and other taxes/duties.
5.3 Electricon is entitled to charge delivery costs plus a 15% administrative fee if such costs are incurred by Electricon prior to delivery. Payment terms are cash on delivery.
5.4 Unless otherwise stated in 5.3, payment terms are net 14 days from the invoice date.
5.5 Electricon is entitled to charge interest on all overdue payments in accordance with applicable law.
5.6 Electricon reserves the right to adjust agreed prices if, between the date of order confirmation and delivery, there are changes in exchange rates, material prices, supplier costs, public duties, customs, government interventions, or similar circumstances beyond Electricon’s reasonable control.
5.7 Electricon is furthermore entitled to adjust all prices once per year by either (a) the annual increase in the Danish Net Price Index as of January 1 (using January 1 of the previous year as the base), or (b) two (2) percent – whichever is higher.

6 RETENTION OF TITLE
6.1 To the extent that Electricon delivers products as part of the Service, ownership of this portion of the Service remains with Electricon until full payment has been received.

7 DEFECTS AND WARRANTY
7.1 Upon completion or delivery of the Service, the Buyer is obliged to carefully inspect the Service. Any claim for defects must be submitted in writing to Electricon without undue delay.
7.2 The Buyer cannot claim for defects resulting from normal wear, misuse, incorrect installation, or unauthorized alterations or repairs. If Electricon provides a warranty (beyond what is stated in these General Terms), it covers defects in materials and workmanship only. The warranty does not cover poor maintenance, incorrect installation, alterations by the Buyer, or misuse of the product. It also does not cover normal wear and tear. The Buyer must document that any defect is not caused by factors excluded from warranty coverage.
7.3 Claims for hidden defects must be made no later than two (2) months after delivery. After this period, no claims can be made, regardless of when a defect is discovered.
7.4 If the Service is defective and Electricon is responsible, Electricon is entitled, at its sole discretion, to repair, replace, or credit the Service.
7.4.1 If requested by Electricon, the Buyer must, at their own cost and risk, return the relevant components to Electricon with a note describing the alleged defect. Returned or repaired items must be free of mounted parts unless otherwise agreed in writing.
7.4.2 The portion of the Service consisting of provided services shall be inspected by Electricon at the Buyer’s cost and risk.
7.5 If Electricon’s inspection shows that the Service is not defective, Electricon may return it to the Buyer at the Buyer’s cost and risk and charge for the time and materials used during the inspection.
7.6 Electricon is not liable for (i) product design, construction, or lifespan, (ii) suitability for any particular purpose, or (iii) compliance with laws in countries other than the country of production.

8 PRODUCT LIABILITY, ETC.
8.1 Electricon is liable for product-related damages in accordance with the Danish Product Liability Act, subject to the exceptions in these General Terms.
8.2 Electricon’s liability for product damages shall never exceed the coverage amount under Electricon’s current product liability insurance. The coverage amount is DKK 25,000,000 per year and DKK 25,000,000 per incident.
8.3 For pure consultancy services (i.e., tasks consisting solely of advisory work without any product delivery), similar conditions apply. Electricon’s professional liability insurance coverage is DKK 1,000,000 per year and DKK 1,000,000 per incident.
8.4 No claims can be made against Electricon for unpaid services.
8.5 If Electricon is held liable to third parties beyond what is stated in these General Terms, the Buyer must indemnify Electricon for any associated loss and costs.

9 LIMITATION OF LIABILITY
9.1 Electricon shall not be liable for any loss of profit, consequential loss, or indirect damages, including operational losses, loss of production, revenue, goodwill, or expected savings.
9.2 Electricon’s liability for loss or damage due to defects (Section 7) shall in all cases be limited to the invoiced amount (excluding VAT and other duties) for the Service.

10 INTELLECTUAL PROPERTY RIGHTS
10.1 All intellectual property rights related to the Service and its results remain the sole property of Electricon.

11 FORCE MAJEURE
11.1 Neither party shall be deemed in breach of its obligations to the extent and for the period it is prevented from fulfilling such obligations due to a force majeure event.
11.2 Force majeure events include external circumstances beyond human control such as war, mobilization, viruses, cyberattacks, natural disasters, strikes, lockouts, fire, damage to production facilities, import/export restrictions, epidemics, international health crises, and other unforeseeable events beyond the affected party’s control.

12 CONFIDENTIALITY
12.1 Any non-public information, including drawings and technical documents provided by Electricon to the Buyer, shall remain Electricon’s property and be treated as confidential by the Buyer.

13 AMENDMENTS
13.1 Electricon reserves the right to make changes to the Service without notice, provided such changes do not materially alter the agreed technical specifications or the Service’s form or function.

14 DISPUTES
14.1 Any disputes arising out of or related to the Agreement governed by these General Terms shall be resolved under Danish law, excluding rules leading to the application of other laws.
14.2 Any dispute arising in connection with this contract, including disputes concerning its existence or validity, shall be settled by arbitration under the rules of the Danish Institute of Arbitration in force at the commencement of the proceedings. The arbitration venue shall be Herning, and the language of arbitration shall be Danish unless otherwise agreed between the parties.