General terms and conditions of sales and delivery

1.         APPLICATION

• The present general terms and conditions of sales and delivery for Semitech A/S (hereinafter called “Semitech”) apply to the sale of products from Semitech to business customers (hereinafter called “the Purchaser”), unless expressly waived or modified by other written agreement.

• Purchaser’s statement of special or general requirements and conditions in tender documents, orders, acceptances, conditions of sale, etc., such as AB 92 or AB 18 (the Danish General conditions for building and construction works and supplies), is not binding and is not regarded as a deviation from the present General terms and conditions of sales and delivery, unless Semitech has accepted the deviations in writing.

2.        CONCLUSION OF AGREEMENT

• Unless otherwise stated, a quotation is only binding for Semitech provided that it is accepted within 8 days from the date of Semitech’s quotation.

• Final agreement between Semitech and the Purchaser has not been concluded until Semitech has sent an order confirmation to the Purchaser.

• Should an order confirmation deviate from Purchaser’s order by means of addendum, restriction or reservations, and Purchaser does not want to accept such changes, then within 8 days the Purchaser shall inform Semitech hereof, otherwise Semitech’s order confirmation shall solely apply.

• Any information regarding weight of the products, dimensions, etc. in the catalogue, in descriptions, brochures, advertisements, on the Website, etc. is only to be regarded as informative and is only binding for Semitech to the extent that it has been expressly referred to in the information stated in the quotation or in the order confirmation.

3.        TRANSFER OF THE Risk AND DELIVERY

• The risk is transferred to the Purchaser upon delivery of the product. Delivery takes place ex works as stated in the quotation or in the order confirmation, unless otherwise has been specifically agreed upon, and thus the Purchaser bears the risk of accidental events occurring to the supplied products during loading, transportation, unloading and unpacking.

• In case delivery or unloading cannot take place because of the Purchaser’s circumstances, the products shall be stored in Semitech’s warehouse for the Purchaser’s own account and risk. Semitech is entitled to charge warehouse rent to cover all costs incurred on such occasion.

4.        DELIVERY TIME AND DELAY

• Any time of delivery announced by Semitech has been estimated to the best of our judgement and is not binding on Semitech, unless it has been expressly specified that a fixed time of delivery has been agreed upon.

• Furthermore, Semitech is entitled to postpone the time of delivery, should it be necessary due to circumstances beyond Semitech’s control, cf. item 8.

• If the stated delivery time is exceeded substantially, then the Purchaser is entitled to cancel the purchase, provided that the Purchaser makes an immediate complaint and that it is not a case of force majeure, cf. item 8.

• In case of a significant delay, the Purchaser may claim compensation, provided that the Purchaser documents that Semitech has exercised errors or omissions, which may be attributed to Semitech as gross negligence.

5.       DEFECTS AND DEFICIENCIES

• In case it is established that the product is defective and provided that the Purchaser has made a complaint on time, cf. item 6, then Semitech is entitled to remedy such defects or deficiencies. Only in cases where within reasonable time and after a reasonable number of rectification attempts, Semitech is not capable of remedying, rectifying or making adjustments, etc. is the Purchaser entitled to have a third party rectifying or to demand a price reduction. If the Purchaser unwarranted lets a third party rectify, then the Purchaser cannot demand a refund from Semitech of any costs incurred on such occasion.

• The Purchaser shall return the defective products to Semitech. The forwarding of the defective products takes place for the Purchase’s own account and risk.

• In case of deficiencies, Semitech is entitled to make a subsequent delivery within reasonable time, whereupon the Purchaser cannot claim breach of contract. A delivery, which does not deviate more than 10 % compared with the quantity agreed upon, is however regarded to be in compliance with the quantity agreed upon.

• The Purchaser bears the risk of Semitech’s delivery being suitable for purposes specifically applicable for the Purchaser or for the Purchaser’s customers.

6.       DUTY OF INSPECTION AND NOTICE OF LACK OF CONFORMITY

• Immediately upon receipt of a product the Purchaser is liable to make a thorough inspection of the product to ensure that the product is faultless, non-defective and supplied according to the contract.

• The Purchaser shall make a complaint immediately after the defect or deficiency has come to his knowledge or he should have discovered such a defect or deficiency. The notice of lack of conformity shall be in writing and shall specify the type of lack of conformity that is contended. Is the notice of lack of conformity not on time, then the Purchaser’s right to make claims on account of a defect or deficiency is annulled.

• If the Purchaser in so far as the received product or parts thereof receives claims from the Purchaser’s customers or from other users of the product, then the Purchaser shall immediately submit such claim in writing to Semitech, including a specification of the defects maintained by the customer or user concerned. If the Purchaser does not observe this duty, then the Purchaser cannot later claim compensation for such defects from Semitech.

• Any deficiency claim, regardless of type, shall be sustained by the Purchaser within 12 months from the time of delivery. If the Purchaser fails to do so, then the Purchaser cannot subsequently make such a claim.

7.        PRODUCT LIABILTY

• Should a delivery from Semitech cause damage, then Semitech is responsible to the Purchaser for personal injury, provided that the Purchaser documents that the injury is caused by mistakes or neglect on the part of Semitech. Semitech cannot be held responsible to the Purchaser for damage to movables or real estate.

• In case product liability should be placed upon Semitech from a third party, including the Purchaser’s customers, irrespective of it being a matter of product liability under the Product Liability Act or according to product liability as per normal legal practice, the Purchaser is liable to indemnify Semitech for any amount incurred by Semitech on such occasion.

• Without undue delay the Purchaser shall inform Semitech in writing of any damage caused by a defective product or of any imminent risk of such damage.

8.       FORCE MAJEURE

• The following circumstances result in exemption from liability on the part of Semitech, when they occur after the conclusion of the agreement and prevent or postpone the fulfilment of the agreement: Industrial disputes, strikes, lock-outs and any other circumstance beyond Semitech’s control, including fire, war, cyber-attacks, acts of sabotage, natural disasters, computer virus, epidemics, pandemics, exchange restrictions, import or export prohibitions, shortage of machinery and equipment, general scarcity of goods, as well as shortages in supplies from sub-suppliers or delays in such supplies due to some of the circumstances mentioned above.

• Exempt from liability, Semitech is entitled to postpone delivery or by notification in writing to cancel the agreement fully or partly, when fulfilment of the agreement is made impossible due to one of the in item 8.1 mentioned circumstances.

9.        LIMITATION OF LIABILITY

• Semitech is only responsible for defects and deficiencies in Semitech’s deliveries, if the Purchaser has used the products as specified, in a safe manner as well as in accordance with any directions from Semitech. Semitech’s liability includes defects and deficiencies in Semitech’s own deliveries, however, not defects and deficiencies occurring after Semitech’s products are added to products from other suppliers.

• Under no circumstances can Semitech be held responsible for operating losses, loss of profits or indirect loss in consequence of the agreement, including indirect loss occurring due to delay, deficiencies or product liability. Furthermore, the Purchaser cannot demand compensation to cover the costs arising from the dismantling and reassembly of the parts or installations, to which the product may have been added.

• Other losses, which may be documented by the Purchaser, shall be settled in accordance with the general rules of compensation under Danish law, as Semitech’s responsibility in monetary terms is however limited to the price of the product stated in the quotation or in the order confirmation.

10.     PRICES AND PAYMENT

• All sales take place at prices stated in Danish Kroner (DKK), unless another currency is stated by Semitech. All prices are exclusive of Danish VAT, public taxes of all kinds, packing, etc. Prices in price lists are non-committal and are subject to change at any time by Semitech without prior notice.

• Where nothing else is expressly stated, any quotation is made subject to changes in the prices of the underlying raw materials. In case the prices of raw materials increase, Semitech is entitled to change the price in the quotation, without the Purchaser being entitled to cancel or to assert the right to remedy for breach of contract. This access to changing the price is however subject to the increase of prices being ascertained before delivery takes place. Immediately upon the ascertainment, Semitech shall send a corrected quotation or order confirmation to the Purchaser.

• Payment shall be 20 days net, unless otherwise has been expressly agreed upon. In case the Purchaser is not covered by Semitech’s creditor insurance, payment shall however take place in advance or according to further specification, unless otherwise expressly agreed upon. In case of late payment, interest of 2 % per month or fraction of a month from due date will be charged and until payment is made. In case payment is not made at maturity, Semitech is entitled immediately and without further notice to cancel the agreement.

11.      RETENTION OF TITLE

• Semitech reserves the retention of title to the sold products in any respect, until the Purchaser has paid the purchase price with the addition of accrued interest and other costs to Semitech.

12.      CERFIFI CATES

• Upon delivery of products a certificate will only be included, if it has been expressly agreed to between Semitech and the Purchaser. Semitech checks that the certificate covers the product supplied but does not control the information on the certificate.

13.      GOVERNING LAW AND JURISDICTION

• Any dispute between Semitech and the Purchaser shall be settled in accordance with the laws of the Kingdom of Denmark.

• According to Semitech’s choice, disputes shall be settled by the home court of Semitech or by arbitration in compliance with the rules of The Danish Institute of Arbitration. Irrespective of the above, Semitech may however choose to start legal proceedings against the Purchaser by his home court.

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