1.1 These general terms and conditions of sales and delivery (hereinafter referred to as ‘these Terms’ or ‘the Terms’) for Novatech ApS, company registration number: 19273008 (hereinafter referred to as ‘the Supplier’) apply to the sale and delivery of any service/product (hereinafter referred to as ‘Service(s)’ and/or ‘Product(s)’) from the Supplier, unless expressly derogated from or modified by another written agreement. These Terms apply regardless of whether the agreement is concluded via the Supplier’s website, email, telephone or otherwise.
1.2 Special terms of purchase or specific requirements for the Service/Product from the customer, stated in e.g. the customer’s order placement or in the customer’s terms of purchase, are not binding on the Supplier unless the Supplier has expressly agreed to the terms in writing.
2.1 Offers are binding on the Supplier for 14 days from the date of the offer, unless otherwise expressly stated in the offer. The Supplier can always change or withdraw offers prior to the customer’s acceptance.
2.2 Intermediate sales are reserved.
2.3 There is no final agreement between the parties until the Supplier has given acceptance in the form of a written order confirmation.
2.4 Unless otherwise stated, an offer from the Supplier is made subject to the possibility of obtaining the product in question. If this reservation materialises, the Supplier is entitled to withdraw the offer made, regardless of whether the offer has been accepted or not, without this entitling the offeree to raise claims of any kind.
2.5 If the Supplier’s order confirmation does not correspond to the customer’s order, the customer must immediately submit a complaint. Otherwise, the customer will be bound by the contents of the order confirmation.
2.6 Agreements on changes or additions to the original agreement are not binding on the Supplier without written confirmation from Supplier.
3.1 Product information, price lists, illustrations and information on technical data are for guidance only. The Supplier’s information is only binding if this has been agreed separately, expressly and in writing.
3.2 The information, instructions or other services available or otherwise made available by the Supplier on the Supplier’s website are for guidance only and are not to be construed as and do not constitute technical advice from the Supplier. The Supplier is not liable for any direct or indirect loss resulting from the utilisation of the services made available on the Supplier’s website.
3.3 The customer is fully responsible for the selection of the Service/Product, including ensuring that the customer can achieve the expected results and functionality, and that the Service/Product can function in the customer’s existing or intended operating environment.
3.4 Specific requirements from the customer and prices are only binding to the extent they are confirmed in writing by the Supplier.
4.1 Agreed delivery clauses shall be interpreted in accordance with the Incoterms applicable at the time of conclusion of the agreement.
4.2 If no specific agreement has been made on such a delivery clause, delivery shall be deemed to be ‘Ex Works’. Packaging is calculated separately, unless otherwise agreed. The fact that the Supplier may assist the customer with transport and, for example, take out transport insurance or similar, does not change the fact that delivery shall be deemed to have taken place ‘Ex Works’, unless the parties have entered into a separate written agreement on a different delivery clause.
4.3 Unless otherwise expressly stated in the contractual basis, the time of delivery stated by the Supplier is approximate. The Supplier may require the time of delivery to be changed by any change in or addition to the order.
4.4 If a fixed delivery time has been expressly agreed, it shall apply on condition that the customer fulfils his contractual obligations, such as prepayment, approvals and calculations, in a timely manner and also, upon request, specifies all necessary details of the delivery in a timely manner.
4.5 The Supplier is in all circumstances entitled to extend an agreed delivery time by 10 working days from the expiry of the fixed delivery time.
4.6 If, for whatever reason, specifications or similar are changed, the agreed delivery time is automatically extended by a period corresponding to the additional time consumption caused by the changed specifications.
4.7 The customer is obliged to collect the purchased products within 6 days after the Supplier has announced that they are ready for collection.
4.8 If delivery is delayed in relation to the agreed delivery time due to the customer’s circumstances, the Supplier is entitled to concentrate the delivery (in Danish: “foretage koncentration af leverancen“) and notify the customer thereof, after which the customer shall bear the risk and be obliged to pay as if delivery had been made at the expected time of delivery.
4.9 In no event, regardless of the degree of negligence, shall the Supplier be liable for operating loss, loss of time, loss of profit or similar indirect/consequential loss.
4.10 If the Supplier exceeds the extended delivery time, the customer is entitled to compensation from the end of the extended delivery time. The claim for compensation may amount to a maximum of 0.5% calculated on the part of the agreed purchase price covering the Service/Product affected by the delay for each full week of delay. The total compensation cannot exceed 10% of the agreed purchase price for the delayed Service/Product, however, up to a maximum of DKK 50,000. The customer forfeits his right to any compensation if the customer has not submitted a written claim for compensation within 3 months after delivery should have taken place.
4.11 If the Supplier exceeds the expected delivery time by more than 45 working days, the customer may, by written notice to the Supplier, demand delivery and set a final deadline of at least two weeks for delivery. If the Supplier then fails to deliver within the set deadline, and this is not due to circumstances for which the customer is responsible or which are covered by clauses 4.1-4.6 above, the customer may, by written notice to the Supplier, cancel the agreement with respect to the part that was not delivered.
4.12 Any claim for damages must be submitted in writing no later than 5 working days after delivery or cancellation has taken place, as otherwise it will lapse.
4.13 The Supplier cannot be held liable for delays resulting from redelivery or rectification.
4.14 If the customer chooses to terminate the agreement, the customer is entitled to compensation in accordance with this clause 4.10. Apart from this, the customer is only entitled to a refund of any payment already made for the delayed Service/Product, but not for other Services/Producta.
4.15 The customer may not assert any other remedies for breach of contract than those set out in clause 4 in connection with the delay that has occurred, and is thus precluded from claiming further damages of any kind or any other form of compensation.
5.1 If the customer is prevented from receiving or refuses to receive/collect agreed Services/Products at the agreed delivery time, delivery is deemed to have taken place at the agreed delivery time. All costs incurred as a result of this shall be borne by the customer.
6.1 Prices quoted are exclusive of VAT and other taxes or duties.
6.2 The Supplier reserves the right to increase the agreed prices for non-delivered Services/Products if the Supplier incurs new or increased costs as a result of (but not limited to) exchange rate changes, material price increases, price increases from subcontractors, changes in customs duties, changes in labour wages, changes in energy prices, government intervention or similar circumstances outside the control of the Supplier.
6.3 Additional services/deliveries, which means Services/Products that do not appear from the Supplier’s order confirmation, are settled in accordance with the Supplier’s at any time applicable price lists.
7.1 Unless otherwise agreed in writing, the purchase price is due for payment upon conclusion of the agreement.
7.2 In the event of late payment by the customer, the Supplier is entitled to demand immediate payment of any due amounts in accordance with the rules on anticipated breach of contract.
7.3 In the event of non-payment or delayed payment by the customer, the Supplier is, regardless of whether the purchase is maintained or cancelled, entitled to stop all deliveries to the customer until any amount due has been paid.
7.4 If delivery is delayed due to the customer’s circumstances, the customer is obliged to provide any payment to the Supplier as if delivery had been made at the agreed time.
7.5 If the payment deadline is exceeded, the customer shall pay interest corresponding to 2% per commenced calendar month on the balance due from the last due payment date until the amount is credited to the Supplier’s account at the Supplier’s bank.
7.6 The customer may not in any situation set off any amount against the purchase price, and the customer may not exercise a lien or refuse payment due to delay, complaint or counterclaim regarding the specific Service/Product or any other claim. The Supplier is entitled to specify a credit limit for the customer, which at any time may be unilaterally changed or cancelled by the Supplier.
7.7 At the Supplier’s request, the customer is at his own expense and at any time obliged to provide a bank guarantee or other security approved by the Supplier for the timely payment of the purchase price.
7.8 If an agreement cannot be performed continuously or if delivery is made in multiple consignments, the Supplier is entitled to partial invoicing.
7.9 In the event of late payment by the customer or the customer’s bankruptcy, the Supplier is entitled to settle payment by offsetting the amount against any accrued unsettled customer bonus and against customer bonuses related to subsequent orders.
8.1 The Supplier retains title to the delivered goods until full payment has been made. In the event of default of payment by the customer, the supplier is entitled to collect the delivered goods without prior notice, and the customer is obliged to hand over the goods. In case of repossession under the retention of title, the customer must compensate the Supplier for any loss and all costs, including legal costs, incurred to the Supplier.
8.2 The customer is not authorised to resell, transfer, pledge, mortgage, lend, rent or the like the delivered goods or have the delivered goods incorporated into real property in such a way that the retention of title cannot be maintained until full payment has been made. If legal action is taken against the delivered goods by a third party, including disbursement, the customer is obliged to notify the Supplier immediately.
9.1 Immediately upon receipt of the Service/Product, the customer is obliged to inspect the Service/Product and examine it for any defects. The Supplier is only liable for defects that are present at the time of delivery.
9.2 Defects and visible damage to the delivery must be reported immediately to the Supplier after delivery.
9.3 Damage that is not immediately visible at the time of delivery must be reported no later than 5 working days after delivery has taken place.
9.4 The customer’s complaint about non-visible defects due to faulty design, material or manufacture must be made within 12 months from the date of delivery.
9.5 If the customer discovers or should have discovered defects in the Service/Product that were present at the time of delivery, the customer must immediately submit a written complaint to the Supplier specifying the defects claimed. If a complaint is not submitted in due time in accordance with the above, the right to claim defects is forfeited.
9.6 The Supplier’s liability for defects is always and in any situation limited to, at the Supplier’s discretion, either remedying the defect or crediting the agreed purchase price (against simultaneous handover by the customer of the Product in the same condition as at delivery If the Supplier remedies the defect, the customer is not entitled to terminate the agreement or claim damages or other compensation as a result of the defect (delay is not deemed to exist in these circumstances).
9.7 If the Supplier announces that he is unable to remedy the defect, the customer is entitled to terminate the agreement. Upon cancellation, the customer may demand repayment of the agreed purchase price against the customer’s simultaneous handover of the Product in the same condition as at delivery. The customer is not entitled to further compensation.
9.8 The Supplier is entitled to have rectification or replacement carried out by service partners.
9.9 The Supplier is not liable for defects in the delivered goods due to errors or negligence on the part of the Supplier’s subcontractors or otherwise due to the subcontractor’s circumstances. To the extent that the Supplier has a legitimate claim against a subcontractor, the Supplier hereby transfers this claim to the customer, so that the customer is obliged to address the claim directly to the subcontractor.
9.10 If the customer has asserted a fault and/or defect and it turns out that there is no fault and/or defect that can be asserted against the Supplier, the Supplier is entitled to demand payment for the work performed in accordance with the at any time applicable price list for consultancy, service etc.
9.11 Replaced parts become the Supplier’s property. The Supplier shall only pay the costs of repair or replacement of defective parts at the Supplier’s place of business or at another place designated by the Supplier. Transport costs to and from the Supplier’s place of business or the place designated by the Supplier are of no concern to the Supplier and shall be paid by the customer.
9.12 The warranty period (in Danish: “reklamationsperioden“) for parts that have been repaired or replaced during the warranty period is twelve (12) months from the date of the repair or replacement or until the original warranty period expires, whichever comes last under the same terms, conditions and limitations of liability. In no event shall the warranty period exceed twenty-four (24) months from the start date of the original warranty period.
9.13 This warranty (in Danish: “reklamationsret“) does not cover defects caused by or related to the following: 1) unsuitable materials, components or designs supplied by or on behalf of the customer, 2) negligence or other wrongful acts or omissions by the customer, the customer’s employees, representatives or other third parties, 3) parts which are not original spare parts supplied by the Supplier, 4) incorrect installations or modifications carried out without the Supplier’s written consent, 5) parts, accessories or equipment not sold, delivered or expressly approved in writing by the Supplier, 6) materials prescribed by the customer that are unsuitable for the purpose, or 6) parts delivered by the Supplier for which the customer has a direct right of complaint from another manufacturer.
9.14 The warranty does not include wear parts and normal wear and tear and deterioration.
9.15 The Supplier’s liability does not include disassembly, assembly or travelling and accommodation expenses for the Supplier’s employees or representatives.
10.1 As regards Product Liability, the Supplier is liable in accordance with the provisions of the Danish Product Liability Act for which no derogation can be made by agreement. The Supplier disclaims liability for product damage on any other basis. The Supplier’s liability for product damage cannot exceed the amount of coverage that can actually be obtained from the Supplier’s product liability insurance.
10.2 The Supplier is in no case liable for operating loss, loss of time, loss of profit or similar indirect/consequential loss.
10.3 The customer is obliged to notify the Supplier in writing without undue delay if a product liability damage has occurred or if there is a risk that such damage will occur.
10.4 To the extent that the Supplier may be held liable to a third party, the customer is obliged to indemnify the Supplier to the same extent as the Supplier’s liability is limited under this agreement.
10.5 The customer is obliged to be sued before the same court or arbitration tribunal that handles the product liability case against the Supplier.
11.1 Regardless of the basis on which a claim is made and regardless of the degree of negligence, the Supplier is not liable for consequential or indirect losses such as operating loss, loss of time, loss of profit, consequential loss, loss of goodwill, failure to realise expected savings, etc.
11.2 Under no circumstances shall the Supplier’s liability include damages that could not be foreseen at the time of the conclusion of the agreement.
11.3 Without prejudice to the limitations of the Supplier’s liability agreed elsewhere in these Terms, the Supplier’s total liability for non-performance of his obligations under the agreement or liability on any other legal basis is limited to one third (1/3) of the amount paid by the customer for the Service/Product on which the claim is based. If the customer has not paid for the Service/Product in question, no claim can be made against the Supplier. Regardless of the amount paid for the Service/Product, the Supplier’s total claim for damages is maximised to DKK 50,000.00.
12.1 The Supplier reserves the right to modify or replace any Product or software, provided that such modification or replacement does not have a material, negative impact on the function or performance of the Service/Product.
13.1 If the customer provides the Supplier with drawings, models or other material for the Supplier’s manufacture of the Product ordered by the customer, the customer assumes any liability for infringement of third party rights due to patent, design, copyright or similar. The customer is obliged to reimburse the Supplier on demand for all costs, losses and damages incurred to the Supplier in this connection in the event of claims from third parties and in connection with disputes in this respect.
13.2 The copyright to drawings, models, preliminary work and concepts, creative drafts, original material etc. developed by the Supplier belongs to the Supplier and may not without the Supplier’s prior written approval be transferred to a third party or used in any other context, including other projects.
14.1 The Supplier is entitled to cancel orders or postpone agreed delivery of Services/Products, and is otherwise free from liability for any non-delivery, defective or delayed delivery caused in whole or in part by circumstances beyond the Supplier’s control or which make performance unreasonably onerous for the Supplier, including, but not limited to, riots, civil unrest, war (whether or not officially declared and commenced), invasion, terrorism, fire, government regulation, strike, lockout, slow-down, shortage of transport, shortage of goods, illness or delay in or failure of supplies from supplier, accident in production or testing, virus, cyber terrorism, hacker attack, pandemic, epidemic and interruption or failure of energy and/or water supply. All of the customer’s remedies shall be suspended or cancelled in such cases. In the event of cancellation or postponed delivery/performance, the customer may neither claim damages nor otherwise submit any claim against the Supplier.
14.2 Circumstances at the Supplier’s subcontractors that result in the Supplier being unable to fulfil his obligations to the customer and which cannot be overcome without disproportionate costs for the Supplier shall also be considered force majeure.
15.1 Should one or more provisions of these Terms be or become invalid, the remaining terms shall remain valid between the parties. In this case, the parties are obliged to replace the invalid provision (or provisions) with a valid one that, as far as possible, fulfils the purpose and legal position of the invalid provision (or provisions).
16.1 The Supplier reserves the right to amend the Terms. The at any time applicable version of the Terms can be found at https://ntgroup.com/terms/
17.1 Any dispute between the Supplier and the customer shall be governed by Danish law. However, this conflict of laws rule does not include the rules of Danish private international law. The dispute shall be settled at the court in Aalborg as the agreed venue.
17.2 Nothing in this clause 17 shall prevent the Supplier from choosing to commence legal proceedings against the customer in any jurisdiction where the customer or the customer’s property or assets are located and to the extent permitted by applicable law in that jurisdiction. The customer is hereby irrevocably submitted to the jurisdiction of such courts.
Novatech ApS
Skudehavnsvej 30
9000 Aalborg
Denmark
VAT-no.: 19273008
Phone: +45 98165009
Fax: +45 98168097
E-mail: mail@novatech.dk
