Terms of Delivery
Down load: General Sales and Delivery Terms (26-07-2008)
1. General
If no other written agreement has been made, all offers, orders and contracts are subject to these sales and delivery terms. Unless it has been specifically accepted by ABP TeleTech A/S (hereinafter referred to as TeleTech), any deviations from these terms as stated in a document prepared by the buyer will be considered void.
2. Quotations
Quotations are valid for 3 months from the quotation date. The order must be received by TeleTech before the end of the 3 months period. Quotations do not include mechanical and/or electrical installations or expenses for installation, start-up procedures or possible authority approvals.
3. Orders
Orders are not binding on TeleTech until the buyer has received a written order confirmation. The time of delivery is calculated from the order confirmation date. If the buyer has any special requests, these should be clearly described in the order.
4. Dimensions and drawings
All information and specifications concerning weight, dimensions, capacity and other technical data stated in catalogues, prospects, adverts etc. are approximate and only meant as a guideline. Such information shall be binding only when explicitly referred to in the order confirmation or purchasing agreement. All drawings and technical documents which are submitted to the buyer before or after entering the agreement shall remain the property of TeleTech. Such drawings, documents etc. may only be used in connection with the use and maintenance of delivered products. The buyer is not allowed to use this material for other purposes than stated above and the buyer is not entitled to copy, reproduce, transfer or in anyway convey this material to a third party.
5. Pricing
Unless otherwise specifically stated, all prises are ex works Roskilde (Incoterms 2000) excluding VAT, taxes and other public dues. The prices do not include packaging which will be invoiced separately. TeleTech reserves the right to adjust the prices without previous notice. If a price increase exceeds 10% of the price stated in the order confirmation without this being due to changes in the currency rates, the buyer shall be entitled to cancel the order.
6. Payment
If no other agreements have been made, the terms of payment are 30 days net from the invoice date, after which 1,5 percent interest in arrears, will be calculated per commenced month. In case of non-payment, TeleTech reserves the right to issue a reminder for the total overdue amount (invoice amount and reminder fee). In case of non-payment of overdue amounts, the total invoiced amounts for delivered products shall fall due for immediate payment regardless of previously agreed terms of credit. TeleTech reserves the right to stop further deliveries and cancel any contracts for undelivered products partly or in full without prejudice to TeleTechs contractual rights.
7. Shipment and delivery
Delivery times are stated according to TeleTechs best estimate and are calculated from the receipt of full and final instructions from the buyer. TeleTech does not accept any responsibility for direct or indirect losses resulting from exceeding the delivery times and an exceedance does not give the buyer the right to cancel the order except in cases of a substantial delay of more than 14 days. Unless otherwise agreed, TeleTech reserves the right to make partial deliveries. Dispatch will take place at the buyers risk regardless whether the buyer or TeleTech has paid the transportation costs. Unless a specific means of dispatch has been agreed on, dispatch shall be by the means TeleTech at any given time finds appropriate. In case of delays which are not caused by TeleTech, the risk for accidental destruction of the products shall be carried by the buyer from the time the products should have been shipped. In case of delivery problems, including delays which are not covered by section 18, TeleTech shall never be liable for penalties, consequential loss, loss of profit or any other indirect loss.
8. Retention of title
Title to the products is not transferred to the buyer until the entire agreed purchase sum has been paid and until such time, the buyer shall consequently refrain from disposing of the products in such a manner that the enforcement of TeleTechs title is impeded or hindered.
9. Defects
If, within a period of one year after delivery, any products delivered by us appear to be defective and it is proved that the defects are due to errors in the construction or manufacture of the products, TeleTech shall, at its own discretion, be obliged to repair or exchange the products in accordance with the original order. The claim must include the product’s production number, date of shipment or delivery and a full description of the circumstances giving rise to the claim. Any product returned under claim of defect shall be sent prepaid by appropriate transportation. Buyer is responsible for all damage or loss resulting from improper packing or handling, and for any loss or damage occurring during the transmission of the product to TeleTech. If any product is returned and is found not to be defective, TeleTech will notify Buyer and, at Buyer’s option, will return the product to Buyer at Buyer’s expense. Further, in this event, Buyer will reimburse TeleTech for all costs incurred in testing and examining the product. Any defects in the quality of the products in any partial delivery shall not entitle the buyer to cancel the remaining order or contract. TeleTechs responsibilities in connection with defective deliveries are at all times limited as described above, just as TeleTech does not accept any liability for consequential loss, loss of profits or any other indirect loss.
10. Warranty
No warranty, whether express or implied, is given as to the life or wear of delivered products or for the suitability of the products for specific purposes or use under special conditions unless such purposes or conditions have been expressly stated by the buyer and accepted by TeleTech. TeleTech does not accept any obligations or liability (contractual or otherwise) for advice or guidelines given in connection with deliveries, unless the advice is an essential part of the delivery or is given according to a specific written agreement.
11. Intellectual property
TeleTech holds all intellectual property rights connected to the products, drawings know how etc. including – but not limited to – copyrights, patents, and trademarks. The buyer shall indemnify TeleTech for all damages, penalties, costs and expenses which TeleTech may incur in connection with deliveries which are specially manufactured according to the buyers specifications and which may result in the violation of a third party’s patents, patterns or other intellectual property rights.
12. Product liability
Should products delivered by TeleTech cause damages, TeleTech shall only be liable if it is proved that the damage is due to an error made by TeleTech. However, TeleTech shall never be liable for consequential loss, loss of profits or other indirect losses. TeleTechs responsibility for damages to products manufactured by the buyer shall never exceed DKK 500,000. Should TeleTech incur liability in connection with the buyers use of delivered products – including resale – the buyer shall be obliged to indemnify TeleTech to the same extent that TeleTechs liability is limited above. The buyer is obliged to have any law suits against him settled at the same court which tries compensation claims for delivered products against TeleTech.
13. Complaints
The products must be inspected immediately upon arrival, and any defect regarding either quality or quantity discovered on examination, which is to be claimed against TeleTech must be notified to TeleTech in writing within 10 days of receipt of the products. If this time limit is exceeded, the buyer forfeits his right to make a notification of defects. Any Claim must include a sufficient number of samples to enable a definite evaluation of the justification of the claim. Except for the above situation, return of products will require TeleTechs prior written consent. Defects, which are due to errors made by TeleTech, shall entitle the buyer to demand compensation or redelivery. However, the compensation shall never exceed the invoice value of the defective products and in case of redelivery of products, the delivery is subject to the same terms of delivery and reservations which applied to the original delivery. Furthermore, TeleTech shall not accept any liability for direct or indirect damages or losses in case of defects.
14. Software
Software dedicated computers such as PCs. Software dedicated processors in the TeleTech hardware. All programs are owned by TeleTech and are distributed on a copyright or license basis only. TeleTech software is licensed without installation support if not otherwise agreed. TeleTech may from time to time provide update software. In cases where this software eliminates inexpedient functions or improves already existing routines or facilitate their use, TeleTech provides such software at no cost for buyer to install. With the delivery of any program the buyer automatically holds a license right to use that copy of the program. The buyer holds no rights to copy the program unless agreed with TeleTech. The program must be used on one computer only and, in case of server programs, only one server. Buyer shall/may keep the original data media as a backup. Buyer is responsible for protecting the program to avoid third party intervention, use or copying. This includes local as well as remote access. No program must ever be available on the Internet. If a program is handed over to a third party, it is buyer’s responsibility to ensure that no copies remain.
15. Software warranty
Basically a warranty covers TeleTech software in case of malfunction in the software or the software media (disk, CD ROM, tape etc.) during the course of the license, however, limited to max. 5 years if not otherwise agreed. During the license period, TeleTech is not responsible in case any operating systems software versions expire. TeleTech is responsible for the software functionality only if it is used for the specific application specified by TeleTech. In case of inexpedient functions or software bugs in TeleTech produced software, TeleTech shall correct these and provide updating software on a convenient media. TeleTech, however, shall not be liable for buyers direct or indirect cost or loss while correcting the failure. TeleTech provides a hot line service and/or negotiates service contracts on both standard software and customized software. This includes a service/maintenance hotline. Service contracts are paid annually in advance. Processor software for operating TeleTech hardware may under no circumstances be copied. This clause is not limited to copies derived from break of software codes.
16. Cancellation
Cancellation, amendments and/or additions to orders can only be accepted if, according to TeleTechs evaluation, the production is not too far advanced. If an order has not been clearly specified, TeleTech shall be entitled to cancel the part of the order which is not clearly specified and the buyer shall indemnify TeleTech for losses incurred in connection herewith.
17. Force majeure
TeleTech reserves freedom from liability for the following circumstances when they lead to delays in delivery or prevent fulfilment of the agreement: war and warlike conditions, including civil war, any acts of the authorities, shipwrecks an piracy, natural disasters of any kind, lightning strikes, epidemics, boycotts, fires and explosions, strikes of any kind, including unofficial strikes and such industrial action which does not involve formal interruption of work, lock-outs, stoppages, lack of transport possibilities, defects or delays in the delivery from our supplier or other similar circumstances equally beyond our control. In such cases, the date of delivery shall be postponed in proportion to the delay caused by such circumstances. If the circumstances result in delays of more than three months from the agreed time of delivery, both TeleTech and the buyer shall be entitled to cancel the order without liability.
18. Legislation and legal venue
All disputes related to orders or contracts shall be subject to Danish law and shall be settled by the Danish Maritime and Commercial Court Copenhagen.
