1 General

1.1 In these conditions AE Partner DK A/S, company reg. no. 44 59 19 01, is referred to as “the Company” and the firm or company placing the order or otherwise dealing with the Company is referred to as “the Customer”. Any references to “the Goods” shall mean any goods or services ordered by the Customer from the Company. Components, which are built into the Goods, are referred to as “Components”. “Purchase Order” means an individual purchase order entered upon between the Customer and the Company for the delivery of Goods and/or Services under these terms and conditions. Components supplied by the Customer to The Company to be built into the Goods, are referred to as “PFC” (Parts From Customer).1.2 The Company is entitled to subcontract the production of the Goods and/or performance of services to any company within the AE Partner group. The obligations of the Company towards the Customer shall remain the same whether the Company or a group company has produced the Goods and/or performed services related to the production of the Goods.

2 Prices and ordering

2.1 All prices quoted by the Company are based upon acceptance of these conditions. Any quotation is merely an invitation and no order whether based on a quotation or not is regarded as a binding contract between the Company and the Customer until the Company has received a Purchase Order from the Customer, which the Company has expressly accepted in writing.

2.2 All prices quoted by the Company are exclusive of Value Added Tax and are subject to variation without notice until the time of the Customer’s acceptance.

2.3 Increase in quantity, Components or other changes compared to the original offer will be invoiced on an ongoing basis as additional time. Changes to Components requested by the Customer after acceptance of Purchase Order shall be on the Customer’s account, and the Company is entitled to invoice the cost for already purchased components to Customer.

2.4 The Company is entitled to invoice any surplus of special dedicated material, such as Components or raw material caused by the Company’s purchase of minimum quantities of this material, if an additional Purchase Order regarding the Goods comprising such surplus is not submitted (and confirmed) within 6 months after the Customer’s previous Purchase Order regarding the Goods was submitted. This surplus will be invoiced to the Customer at documented cost price + 15 % administration cost.

2.5 The Company reserves the right to change prices without notice due to extraordinary price increases for raw materials and wage increases.

2.6 If the Customer cancels a confirmed Purchase Order, the Company will be entitled to compensation equaling the total price of the Purchase Order.

2.7 These conditions shall apply to all quotations given by the Company and all contracts made between the Company and the Customer and shall supersede and override any other terms and conditions proposed or added in any order, mail, and correspondence or otherwise received from the Customer.

2.8 If the Goods includes PFC, the Purchase Order must include the following information specified directly in the Purchase Order or in an appendix attached to the Purchase Order:

2.8.1 Description and technical specification of the specific PFC

2.8.2 Master data details concerning the specific PFC required for administrative and legislative compliance purposes, including, but not limited to, HS codes, net weight, country of origin, and data related to RoHS and REACH regulations where applicable.

3 Delivery

3.1 Deliveries inside the EU is made DAP the Customer’s place of business and deliveries outside EU is made FCA the Company’s place of business. Both terms are according to Incoterms 2020. If delivery cannot be made as a consequence of the Customer’s circumstances, the Goods will remain at the Company’s place at the Customers expense and risk.

3.2 The Company will upon quotation provide the Customer with an estimated shipment date, which will be confirmed upon the Company’s confirmation of a binding Purchase Order from the Customer. The Company will inform the Customer immediately of any delay in the delivery and inform the Customer about a new delivery date. The Company is not obliged to pay a penalty or damages to the Customer for any delay.

3.3 The Customer acknowledges and accepts that the Company is not responsible for delays caused by sub-suppliers or other external circumstances.

3.4 The Company shall have no liability for any delays attributable to the Customer’s delayed supply of PFC or re-supply of PFC due to defects, cf. clause 6.12, and delays caused by a sub-supplier postponing delivery of components.

4 Returns

4.1 Return of the Goods and/or Components are only accepted subject to prior agreement.

5 Payment

5.1 Unless otherwise agreed a prepayment of 30 % of the total price of a Purchase Order is paid upfront when the Company has confirmed the Customers Purchase Order. The prepayment is invoiced by the Company on acceptance of the Purchase Order and is due for payment (5) five days from the date of invoice.

5.2 The price of the Purchase Order subtracted the prepayment, cf. clause 5.1, is invoiced and falls due on delivery of the Purchase Order. Credit is only possible provided external factoring company approves the Customer. In case such credit approval is granted, payment is due (30) thirty days from date of invoice.

5.3 Where the Company delivers part of an order, the Company shall be entitled to invoice a proportional part of the remaining price of the Purchase Order for such partial deliveries.

5.4 The Company reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due.

5.5 In case of non-payment, interest is charged from the due date at a rate of 0,05% per commenced day until payment is made, this interest will only start (5) five days after the agreed payment date, plus a collection fee of EURO 40.

5.6 The Customer is not entitled to set-off against the purchase price for claims arising from any other legal relationships, and the Customer is not entitled to exercise any rights of retention or refuse payment due to a delay, complaint or counterclaim regarding any delivery.

6 Inspection and warranty

6.1 The Customer shall fully inspect, examine and test the Goods as soon as reasonably practicable and in any event within five (5) days of delivery by the Company. Damages or defects which have occurred during transportation, and which are visible upon receipt of the Goods shall be reported immediately to the transporter by remark made on the shipping receipt (CMR). Photo documentation of the Goods delivered while still in the transport vehicle are requested.

6.2 The Customer shall notify the Company in writing within five (5) days of the delivery of any defects or faults in the Goods arising by reason of faulty workmanship or materials at the time of delivery. Photo documentation is requested.

6.3 The Customer loses the right to invoke defects/deficiencies in the Goods delivered, if the Customer does not notify the Company of this within one (1) year after the delivery date.

6.4 If it is documented that the Goods delivered by the Company where defective at the time of delivery, and the deadlines for complaints, as stated above is observed, the Company undertakes to remedy defects by repair or replacement delivery at its own discretion within a reasonable period of time. In case of replacement of Components clause 6.5 applies.

6.5 If the Customer within deadlines for complaints, as stated above, returns Components to the Company claimed to be defective, the Company will send a replacement component to the Customer as soon as reasonably practicable. The replacement component will be invoiced to the Customer on delivery and if the Company’s supplier of the Component acknowledges the defect, the Company will issue a credit note to the Customer for the replacement component.

6.6 This warranty shall not apply to any defect, which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of the Company.

6.7 The warranty shall in addition not apply to software downloaded into the Goods based on instruction from the Customer, or to Components which have been decided and requested by the Customer. Such actions are regarded as services provided as is, and for and on the Customer’s risk. Tests performed at the Company based on the Customer’s instructions and procedures are also not covered by the Company’s warranty, provided however that the Company have followed the instructions and processes.

6.8 The Company’s liability for defects in the Goods delivered are limited to the invoice price of the defective Goods. The Company is in no event liable for indirect loss, including loss of profit, operating loss, costs for lawyers and other advisers, additional costs incurred in connection with the stationing and recall of employees, troubleshooting, studies, analyses or transport of the defective Goods. The Company’s liability for defects in the delivered Goods may not exceed DKK 100.000 per calendar year.

6.9 The limitation of the Company’s liability above does not apply if the defects were deliberately caused by the Company or is due to the gross negligence of the Company.

6.10 If Customer supplies PFC to the Company, the Customer maintains full liability with respect to the quality, functionality, durability and fitness for purpose of the PFC. Supply of PFC’s is on the Customers expense and must include a delivery note without invoicing. If the PFC is shipped from another country than the country, where the Goods will be delivered, the Customer issues a free-of-charge in-voice to the Company.

6.11 The Customer warrants that the PFC is of good quality, functionality, and durability, and is fit for purpose with respect to the specific Goods the PFC is built into.

6.12 If the Customer supplies PFC with defects, the Company may if such defect is discovered by the Company during assembling of the Goods advise the Customer of such defects, and the Customer shall be obligated to supply the Company with new PFC identical to the PFC specified as part of the Goods comprising PFC.

6.13 If the Customer supplies PFC in excess, the Company may return such PFC to the address from which the Customer shipped the PFC at the Customer’s expense after the supply of the Order to the Customer.

6.14 In case the supplied PFC causes damage and/or losses for the Company, the Customer shall be liable for any and all damages and/or losses.

6.15 If the Customer supplies PFC to The Company, The Company does not provide any warranties nor make any representations for the PFC supplied by the Customer.

6.16 The Company shall have no liability for any defects in the Goods to the extent such defects are caused by or attributable to PFC.

6.17 The Company does not take out any insurance related to PFC, including cargo insurance to cover damage and/or loss to the PFC incurred during shipment of the Goods.

6.18 The Company shall have no liability for any damages occurred to PFC, including damages occurred under The Company’s handling of PFC and damages occurred during transportation to The Company or transportation of the Products to the Customer.

7 Ownership and rights to construction drawings

7.1 The Company may assist the Customer in the construction of the Goods by preparing the construction drawings. Such construction drawings are made based on information from the Customer and developed in a third-party software.

7.2 Customer accepts when having the Company draw the construction, that only a pdf version of the construction drawings is handed over to the Customer, as all rights to the construction drawing remain vested at the Company. The Customer is at any time entitled to purchase the rights to the construction drawings.

7.3 The Customer shall, prior to manufacturing of the Goods, approve the drawings drafted by the Company. The approval shall be in writing and any delay in delivery caused by the Customers delay in approving the drawings shall be on the Customer’s account.

7.4 The Company shall not in any way be responsible for the correct functioning of the Goods supplied in accordance with the drawings. The responsibility shall lie with the Customer.

7.5 Construction drawings received from the Customer remain the Customers property.

7.6 When the Goods are manufactured based on designs and drawings submitted by the Customer, the Company shall be under no liability for the correct functioning of the Goods in accordance with such design.

7.7 Unless otherwise agreed in writing any drawings, designs, diagrams or other items used in the production of the Goods, shall remain with and be the property of the Company.

8 Product liability

8.1 The Company is liable for any damage which the Goods delivered by the Company incur on anything other than the delivered Goods in accordance with the general rules of Danish law on product liability.

8.2 The Company shall despite the above not be liable for indirect loss, including loss of profit, operating loss, costs for lawyers and other advisers and other financial consequential loss.

8.3 If the Goods delivered by the Company have been incorporated into or added to another product (“End Product”) the Company is in addition to above, not liable for any additional costs incurred for the stationing and/or recall of employees, troubleshooting, inspections, analyses or transport for the defective Goods and/or the End Product.

8.4 For product liability damages, the Company’s liability can never exceed DKK 5 million per calendar year.

9 Law and venue

9.1 Any dispute arising from this agreement shall be settled according to the laws of Denmark excluding its conflict of laws rules. The venue of any dispute shall be the City Court of Aarhus.

9.2 If the Goods are delivered in Germany laws of Germany regarding retention of title in Germany apply.9.2 If the Goods are delivered in the United Kingdom laws of the United Kingdom regarding retention of title in the United Kingdom apply.

10 Entire agreement

10.1 These terms and conditions represent the entire agreement made between the Company and the Customer and exclude any other terms and/or conditions which may be inconsistent therewith. No variation, substitution, addition or alteration to these terms shall be permitted without prior written agreement.

 

AEP-F103-Rev04-20.09.2024.