1 APPLICATION
1.1 The following general conditions of sale and delivery apply to the extent that they are not waived by written agreement between the parties.
2 ADVICE AND OFFERS
2.1 BOE-THERM advises the buyer only within his own experience area and to the best of his knowledge at the time of the advice, but makes reservations that later acquired experience may lead to other solutions.
2.2 Advice is only based on the information provided by the buyer to us.
2.3 Offers are valid for 90 days from the offer date subject to intermediate sales.
2.4 When ordering after the closing date for the offer, BOE-THERM reserves the right to cancel or change the offer.
2.5 No one, including dealers, is authorized to make additions or changes to BOE-THERM’s offer. BOE-THERM assumes no responsibility for such.
3 ORDER
3.1 There is no final agreement between the parties until BOE-THERM has given acceptance in the form of order confirmation.
3.2 If BOE-THERM’s order confirmation does not match the buyer’s order, the buyer must immediately advertise. Otherwise, the buyer will be bound by the content of the order confirmation.
3.3 No one, including dealers, is authorized to make additions or changes to BOE-THERM’s order confirmation. BOE-THERM assumes no responsibility for such.
4 RATES
4.1 Prices in quotations, order confirmations and contracts are daily prices excl. VAT, taxes and shipping. BOE-THERM reserves the right to change prices in the event of significant changes in production costs, labor wages, raw materials, subcontracting, exchange rates, discount rates, and at events covered by item. 11th
5 DELIVERY TIME
5.1 The delivery time is stated in the written order confirmation, provided that all technical details and formalities for order fulfillment are available at this time. Otherwise, the delivery time is calculated from the time when all matters are rectified.
5.2 If delivery has not been made 90 days after the date of delivery, the buyer is entitled to cancel the agreement in writing to BOE-THERM for the part of the delivery which, as provided for in the agreement, has not been able to be used.
5.3 If the buyer fails to receive ready-made delivery or parts thereof on the agreed day, the buyer, unless otherwise agreed, is nevertheless obliged to make payment as if delivery had been made. Furthermore, BOE-THERM may terminate the agreement and claim from the buyer compensation for damages inflicted on the buyer by BOE-THERM.
5.4 If the delay in delivery is due to one in item. 11 mentioned event or buyer action or omission, the delivery time is extended accordingly.
6 DELIVERY CONDITIONS
6.1 BOE-THERM delivers ex-works in Denmark. See also Incoterms 2010 EXW.
7 PAYMENT CONDITIONS
7.1 Payment must be made in accordance with agreed payment terms. The default payment term is 30 days from the invoice date.
7.2 For orders under DKK 500, – a handling fee of DKK 150 will be calculated.
7.3 BOE-THERM reserves the right to demand a guarantee of payment before delivery.
7.4 BOE-THERM reserves the right to own the goods until payment has been made. If the buyer does not meet his payment terms, BOE-THERM has the right to return the item.
7.5 It follows from clause. 6, that all costs incurred in transporting products, services, such as freight, insurance, etc., must be paid by the buyer. If BOE-THERM makes a payment for this, the amount will be charged to the invoice.
7.6 If the buyer does not make payment in a timely manner, BOE-THERM shall be entitled to charge a 2% interest per month or part of month after due date.
7.7 If the Buyer has not paid the due amount at the due date, BOE-THERM is entitled to cancel the agreement by written notice to the Buyer, or withhold delivery in whole or in part. BOE-THERM is entitled to change payment terms for future deliveries without notice.
8 WARRANTY AND FAILURES
8.1 For all products manufactured by BOE-THERM, BOE-THERM guarantees for working and material defects that do not result from normal wear and tear for 12 months from the date of receipt. The warranty is only valid on condition that the product is properly installed in accordance with BOE-THERM’s installation instructions and generally accepted practice.
8.2 For parts of foreign make that are included in the supply and BOE-THERM products, e.g. pumps and heating elements, the same guarantee is provided by BOE-THERM from a subcontractor.
8.3 If defects in material or workmanship are detected in any part of our product during the warranty period, BOE-THERM undertakes free of charge and as quickly as possible in our own workshop and within normal working hours, repairs and renewals. Shipping to and from BOE-THERM is not included.
8.5 The buyer must review the delivery without delay upon receipt to ensure that it is intact and in accordance with the order.
8.6 The Buyer can only claim damages for defects if the complaint is made without delay upon receipt of the goods.
8.7 BOE-THERM is not responsible for operating losses, time losses, loss of profits or similar indirect losses.
9 RETURN OF NEW AND UNUSED PRODUCTS
9.1 Returns of goods can only be made after prior approval from BOE-THERM. The item is returned in undamaged original packaging. Returns are at the buyer’s expense and risk.
For standard products, a return deduction of at least 25% of the net purchase price is expected. Special products and goods with a value of less than DKK 1000 net per pieces are not returned. Three months after the original delivery date, the item cannot be returned.
9.2 If an item is wanted to be returned as an on-line shipment (BOE-THERM pays), this can only be done by prior agreement with BOE-THERM.
10 PRODUCT RESPONSIBILITY
10.1 BOE-THERM shall be indemnified by Buyer to the extent that Seller is liable to third parties for such damage or loss as BOE-THERM under clause 10.2. and 10.3 is not responsible to the Buyer.
10.2 BOE-THERM shall not be liable for damage to property or movable property that occurs while the products are in the purchaser’s possession. BOE-THERM is also not liable for damage to products made by the buyer or to products in which they are included.
10.3 Under no circumstances will BOE-THERM be liable for operating losses, lost profits or other financial consequential losses. If a third party makes a claim against one of the parties for liability under this paragraph, that party shall immediately notify the other.
11 LIABILITY
11.1 BOE-THERM is entitled to terminate the Agreement by written notice to the Buyer when its performance within a reasonable time becomes impossible for BOE-THERM due to war, strike, lockout, political conditions or other force majeure which BOE-THERM does not is lord over. The same applies to delays or deficiencies in delivery from subcontractors. BOE-THERM assumes no liability whatsoever to the buyer in these situations.
12 DRAWINGS AND DESCRIPTIONS
12.1 All information on weight, dimension, capacity, price, technical and other data contained in catalogs, prospectuses, circulars, advertisements, imagery and price lists is approximate and is only binding to the extent expressly referred to.
12.2 All submitted drawings and descriptions remain the property of BOE-THERM and may not be copied, reproduced, transmitted to or otherwise made known to third parties without permission. The ownership rights regarding drawings and descriptions necessary to enable the buyer to set up, commission, operate and maintain the delivery are transferred to the buyer. However, BOETERM can demand that they remain confidential.
13 TESTING
13.1 All BOE-THERM products are inspected and tested at the factory before shipment. A test certificate is provided on request and this certificate must be regarded as proof that the products are manufactured in accordance with BOE-THERM specifications.
14 DISPUTE DECISIONS – ARBITRATION
14.1 Disputes arising from these terms of sale and delivery and their interpretation shall be settled by arbitration and in accordance with Danish legal rules, including customary and commercial practices.