GENERAL TERMS AND CONDITIONS
1. BACKGROUND AND PURPOSE
1.1 These general terms and conditions (”the Conditions”) form the background of all relations in connection with Becker Danmark A/S’ (”Becker Danmark”) sale of Products through the website www.becker-international-shop.com/dk (”Website”), which exclusively concerns B2B-sale.
1.2 These general terms and conditions determine the conditions for Becker Danmark’s delivery of products, including spare parts and accessories (”Products”) as described in the order confirmation (”the Agreement”) between the customer (“the Customer”) and Becker Danmark.
1.3 These terms and conditions apply to all agreements entered between the Customer and Becker Danmark through the Website, unless otherwise agreed in writing.
2. EXTENT OF SERVICES
2.1 The services delivered by Becker Danmark are mainly supply of vacuum pumps, compressors and spare parts for same as described in the Agreement entered between the two parties.
2.2 Becker Danmark may at any time choose to assign the job to a sub-supplier. However, Becker Danmark is still bound by the Conditions of this Agreement.
3. REGISTRATION AND ORDERING
3.1 All orders are placed through the Website.
3.2 Any Customer who wants to order a Product must register on the Website to be able to see information on prices and to place orders.
3.3 In connection with the registration it is necessary for the Customer to forward/upload ID such as CVR-number, enabling Becker Danmark to identify the Customer and in this way to meet the requirements of the current legislation.
4.1 An Agreement conc. Products which are not on stock at Becker Danmark will always be subject to the reservation that the Products in question are available at market price. If the Products are not available, Becker Danmark may cancel the Agreement without any responsibility. As soon as Becker Danmark have ascertained that the Products are not available they are obliged to inform the Customer accordingly in due time.
4.2 Becker Danmark is always entitled to cancel an order if it turns out that the Customer is not identical with the one registered according to article 3.2 above.
4.3 The Customer is only allowed to cancel an Agreement after prior consent from Becker Danmark in writing.
5. TIME OF DELIVERY
5.1 The time of delivery is based upon Becker Danmark’s best evaluation according to the actual conditions when signing the Agreement. You may always expect a time of delivery of 14 days, and all deliveries made within 14 days will be considered as delivered on time.
5.2 If, contrary to expectations, it is not possible to deliver within the expected time, Becker Danmark will as soon as possible inform the Customer accordingly and keep the Customer updated in relation to a possible new expected time of delivery. Becker Danmark undertakes no liability for possible delays..
5.3 If the time of delivery is overrun by more than 90 days due to Becker Danmark alone or circumstances controlled by Becker Danmark, the Customer is entitled to cancel the Agreement with reasonable notice by informing Becker Danmark accordingly in writing.
5.4 Unless otherwise agreed delivery of a Product is understood to be the time when the Product leaves the stock of Becker Danmark (ex stock).
6. TRANSFER OF RISK
6.1 At the time of delivery, according to article 5,4 above, the Customer takes over the risk of the Products.
7. PRICES AND INVOICING
7.2 All prices are in Danish kroner exclusive of V.A.T., public dues and other possible taxes, environmental dues, freight costs etc., unless otherwise agreed.
7.3.1 The price agreed for Products ordered appears from the Website and the Agreement entered between the parties.
7.3.2 Becker Danmark is entitled to withdraw the money from the Customer’s account when delivery has taken place.
8.1 Payment is made on the Website. The Customer can choose one of the following ways of payment:
8.2 If a Customer wants to object against a payment, objection must be submitted within 14 days from date of invoice.
8.3 Invoices are due for payment 30 days after date of invoice.
8.4 In case of overdue payment, Becker Danmark is entitled to charge interest from due date with 1,5% per month or part of a month. Interest will be calculated monthly from due date of payment.
8.5 If date of payment has occurred, reminder has been forwarded, another 14 days have passed and payment has still not been effected, Becker Danmark is entitled to withhold further deliveries or parts thereof, or cancel the Agreement and possibly other Agreements entered with the Customer completely or partially, without further notice by informing the Customer in writing. If Becker Danmark cancels the Agreement they are entitled to compensation according to the general rules of Danish law.
9. LIABILITY, FLAWS AND DEFICIENCIES DEFECT
9.1 The Customer is obliged to check and test the delivered Product, incl. spare parts which are to be incorporated in another Product, immediately upon receipt.
9.2 In order to claim flaws or deficiencies (”Defects”) at the Product delivered the Customer must contact Becker Danmark in writing as soon as the Defect has been found. The Customer is to describe and if requested show how the Defect is expressed. Becker Danmark is only liable for Defects claimed within 8 days from time of delivery.
9.3 If the delivered Product is Defective, Becker Danmark can choose to replace the Product or offer the Customer a proportional reduction of the price for the Defective Product.
9.4 If Becker Danmark chooses to remedy a Defect, Becker Danmark is obliged to do so with the rapidity required by the situation and for their own account. Becker Danmark will pay delivery costs in this connection.
9.5 If Becker Danmark does not remedy the Defect with the rapidity required by the circumstances, the Customer may, in writing, give Becker Danmark a definitive and reasonable respite for repair. The respite should be at least 30 days.
9.6 If the Defect has not been remedied upon expiry of the respite the Customer is entitled to a proportional reduction of the price, corresponding to the gravity of the Defect in relation to a delivery with no Defects.
9.7 If the Defect is of essential importance for the Customer’s use of the delivery, the Customer is after expiry of the respite entitled to cancel the Agreement conc. the Defective Product.
9.8 As far as other Products delivered are concerned the Customer can only terminate the purchase of these if they are combined with the Defective Product to the extent that they cannot work alone in a satisfactory way.
9.9 The Customer can only terminate conc. the Defective Product or Service. The Customer is not allowed to terminate future deliveries/services
9.10 If the Customer terminates the Agreement, he is entitled to compensation with the limitations described under conditions.
9.11 The above items describe all the Customer’s rights in case of non-fulfilment due to Defective Products.
9.12 If a Customer claims a Defect, and it turns out that there is no Defect for which Becker Danmark is responsible, the Customer is to return to Becker Danmark any costs they might have had in this connection. If Becker Danmark has used a consultant to find the Defect which turns out to be beyond the liability of Becker Danmark, Becker Danmark is entitled to charge the Customer for the hours used.
9.13 Becker Danmark A/S can in no way be held responsible for the following:
- that the delivery does not have the expected value for the Customer, that the Customer does not obtain the expected results, or that the delivery in general does not have the expected suitability, unless Becker Danmark has in the Agreement guaranteed a certain result,
- Defects occurred as a consequence of the Customer’s use of the delivered Product together with other equipment which directly or indirectly affects the function of the delivery,
- Defects occurred as a consequence of changes or operations to the delivery which are not in accordance with the instructions from Becker Danmark,
- Defects occurred due to Customer’s lack of education or use of the delivery other than described in the documentation received or due to neglect from the Customer, his staff or a third party or due to other circumstances beyond the control of Becker Danmark,
- normal maintenance such as adjustment, normal wear and tear or if purchase of accessories is required.
9.14 As the Customer takes over the risk of the Product upon time of delivery according to item 6 above, we would like to draw the Customer’s attention to the fact that damage during transport is at Customer’s risk. Consequently the Customer must point out possible damage occurred during transport. According to the actual legislation the Customer is to make a comment on the consignment note if the Product has suffered visible damage. In case of damage which is not seen immediately, the Customer must submit a complaint to the forwarding company latest 7 days after receipt of the Product. Consequently damage occurred during transport is not to be considered a Defect for which Becker Danmark is responsible.
10. PRODUCT LIABILITY
10.1 Becker Danmark has Product liability according to the actual preceptive legislation on this subject, but undertakes no liability apart from that. Any Product liability, which is not required by legislation, is expressly renounced.
10.2 Becker Danmark is not responsible for damage caused by Products to real estate or personal property, which occurs while the Product is in the Customer’s or a third party’s possession. Furthermore Becker Danmark is not responsible for damage to Products produced by the Customer or Products, in which the Product from Becker Danmark is incorporated.
10.3 If a third party claims compensation from Becker Danmark with reference to Product liability, the Customer is obliged to hold Becker Danmark indemnified to the extent that Becker Danmark’s liability is limited according to the Conditions.
10.4 If a third party claims compensation from one of the parties with reference to Product liability, the other party should immediately be informed accordingly in writing.
10.5 The parties are mutually obliged to accept to be taken to the court or court of arbitration handling a claim for compensation which has been submitted to one of the parties on the basis of damage or loss which is said to be caused by the Product. However, in such case the reciprocal relation between the parties shall be determined according to article 20 below.
11. LIMITED LIABILITY
11.1 Becker Danmark can under no circumstances, irrespective of the degree of negligence, be held liable for indirect losses of any kind, including but not limited to operating loss, lost profit, loss of data or costs paid by the Customer to a third party or consultant for assistance or any other indirect loss or consequential damage.
11.2 Should Becker Danmark be held liable (irrespective of the above) the liability will always be limited to the net price paid for the Agreement in question, however, not exceeding kr. 25.000 for each Agreement.
12. FORCE MAJEURE
12.1 Neither of the parties can be held liable for circumstances described as force majeure, including but not limited to war, riots, revolt, general strike, fire, natural catastrophes, currency restrictions, ban against import and export, interruption of the ordinary traffic, interruption or failure to energy supply or communication channels, long illness or death of a key employee, extensive attack of virus or malware or a force majeure situation at a sub-supplier’s.
12.2 If a force majeure situation occurs, the affected party must immediately inform the other party accordingly and keep the other party updated. The other party can then require possible time schedules to be postponed or renegotiated. .
12.3 Irrespective of the above either of the parties has the right to cancel the Agreement in writing to the other party, if fulfilment of the Agreement is prevented for more than 6 months due to a force majeure situation.
13.1 In connection with the execution of the job, either party may have access to confidential and internal information from the other party. Both parties guarantee that they, their employees and sub-suppliers will at any time treat such information with confidentiality and will only use the information as intended.
14. RETENTION OF OWNERSHIP
14.1.1 All Products are sold on a conditional basis. The property right of the sold Product is only transferred to the Customer, when Becker Danmark has received full payment according to the Agreement.
14.1.2 Until the property right has been transferred to the Customer, he is obliged to handle the Product properly, to store and maintain the Product according to prescriptions and to take out insurance for the full value of the Product in respect of fire, theft and water damage and not to carry out any amendments to the Product without prior acceptance from Becker Danmark in writing.
14.1.3 The Customer undertakes the obligation, not without prior consent in writing from Becker Danmark, to move, pledge, lease, lend, sell or in any other way dispose of the Product until the property right has been transferred to the Customer.
15. IMMATERIAL RIGHTS
15.1.1 All immaterial rights, including the full intellectual property right of the Products, belong to Becker Danmark A/S.
15.1.2 Unless otherwise agreed between the parties, the Customer will after payment of the total amount to Becker Danmark only have the right of using the immaterial rights, including the right of using protected material, documentation etc. worked out by Becker Danmark in connection with delivery of the Product.
15.1.3 Consequently the Customer only has the right to use the Products in the present condition. The Customer does not have the right to change, develop, produce or sell Becker Danmark’s immaterial rights to a third party without prior consent in writing from Becker Danmark, except for certain situations where such right has been given to the Customer through indispensable legislation.
15.1.4 In case the Customer wants to sell the Product to a third party, consent from Becker Danmark in writing will be required.
16. PERSONAL DATA
16.1 When Becker Danmark is collecting personal data through their Website it is to enable Becker Danmark to perform their services.
16.2 For further information reference is made to Becker Danmark’s policy for personal data.
17.1 Becker Danmark is entitled to assign rights and obligations according to the Conditions and the Agreement without prior consent from the Customer.
17.2 The Customer is not entitled to assign rights and obligations according to the Conditions and the Agreement, without prior consent from Becker Danmark in writing.
18.1 If a Customer has any complaints or other comments to the Products delivered or shortcomings in delivery, the complaint must be sent to firstname.lastname@example.org.
19. AMENDMENTS AND PRIORITY
19.1 Amendments to conditions or agreements can only be made in writing, either by making new conditions or by signing a written appendix to the conditions and agreement.
19.2 In case of discrepancy between the Conditions and the Agreement, the Agreement has priority over conditions.
20. LEGISLATION AND ARBITRATION
20.1 Disputes between the parties conc. the interpretation of the Conditions and/or Agreement or Becker Danmark’s services in general should be handled by the city court of the city of Becker Danmark’s domicile. Any dispute must be settled according to Danish law except for certain situations which might cause the use of another legislation than Danish. .
Becker Danmark A/S
The 9th of August 2019