General sales and delivery conditions GasDetect ApS

1. Validity area

1.1 -For all offers, sales, deliveries, installations and service carried out by Instrutech CVR no. 33051050 and including GasDetect ApS (hereinafter called “GasDetect”), these General Terms and Conditions of Sale and Delivery apply to the extent that they are not deviated from by written agreement between the parties. The conditions apply in Denmark, Greenland and the Faroe Islands.

1.2 – Buyer’s indication of special conditions in tender materials, order, etc. is not considered a deviation from the terms below, unless GasDetect has accepted these in writing.

2. Offer/Order

2.1 – An agreement between the buyer and GasDetect is only considered concluded when GasDetect has sent order confirmation. The buyer’s possible objections to the content of the order confirmation must be in writing and reach GasDetect no later than 3 working days after the date of the order confirmation.

2.2 – Cancellation or changes to an order can only be made with GasDetect’s written approval.

3. Prices and Payment Terms

3.1 -The listed prices are understood to be exclusive. VAT, incl. standard packaging, ab GasDetect warehouse in Vejle. Delivery costs and prices may be regulated as a result of changes in exchange rates, customs duties, taxes, levies etc. regardless of previously sent order confirmation.

3.2 -The payment terms are net 14 days. GasDetect is entitled to calculate default interest, currently 1.5% per month on overdue amounts. The interest rate will be regulated on an ongoing basis corresponding to the market interest rate and will appear on the invoice. A fee is calculated for sending reminder letters.

3.3 – Reminder fee of DKK 100.00. is charged for each reminder sent. 1. Reminders can be sent out 1 week after the due date, follow reminders every 14 days.

3.3 – GasDetect reserves the right to change the agreed payment terms if the buyer’s ability to pay is impaired after the agreement has been concluded.

3.4 -The buyer is not entitled to withhold any part of the purchase price as security for the fulfillment of any counterclaims regarding other deliveries and such withholding will be considered a material breach of the agreement.

4. Validity

4.1 – Offer is valid for 60 days, calculated from the date of delivery.

5. Delivery

5.1 – The delivery time stated in the order confirmation applies.

5.2 -The delivery time is determined on the condition that all the buyer’s specifications are available at the latest when GasDetect submits the order confirmation. Otherwise, the delivery time is calculated from the time when such specifications are received from the buyer.

5.3 – If nothing else has been agreed, the customer pays the freight from the factory as well as the insurance. The delivery costs (freight, postage, packing, etc.) are invoiced separately. The delivery time is determined by the company and confirmation from the supplier at its discretion in accordance with the conditions that exist when the offer is made or the agreement is concluded. The company cannot be held responsible for delays in deliveries but will always endeavor to deliver on time. Transport insurance is charged as 4 per thousand of the invoiced amount. All orders below are subject to a handling fee and packing fee of at least DKK 195.

5.3 -Partial deliveries are to be counted as separate transactions. Partial deliveries are due for payment according to current payment terms, calculated from the current invoice date. In the case of partial deliveries, the buyer is not entitled to demand compensation, cancellation of contract or to withhold payment due to failure to fulfill the entire order. If the buyer proves that partial delivery, delayed delivery or non-delivery is a major inconvenience to him, the buyer alone has the right to cancel the contract, but he does not have the right to demand compensation unless GasDetect intentionally or grossly negligently fails to fulfill the entire order .

5.4 -Weight and measurement information in brochures and offers are subject to reservation. GasDetect is entitled to make changes in construction and design. GasDetect is only liable for given weight and measurement information if this is confirmed in writing.

5.5 – Goods are generally not returned. In special cases, the return of goods / cancellation of orders can be made by prior written agreement, and only applies to goods in unopened original packaging. Special and made-to-order items cannot be canceled and cannot be returned. The company reserves the right to charge a return fee of 15% of the invoice value when returning goods/cancelling orders, however min. DKK. 350,-. The goods are credited at current daily prices.

6. Force Majeure

6.1 -Any delivery is subject to force majeure, including labor disputes, especially strikes, lock-outs or other unforeseeable obstacles over which GasDetect has no control. If delivery is not possible due to force majeure, GasDetect is not obliged to fulfill the contract entered into. If the delivery time has been extended or GasDetect has justifiably terminated the contract, the buyer cannot claim compensation or cancel on this basis. In the cases mentioned above, GasDetect is obliged to immediately inform the buyer.

7. Right of ownership/ Right of retention

7.1 -GasDetect reserves the right of ownershipdelivered goods until full payment has been made.

7.2 – While the retention of title applies, the customer must store the item in such a way that it can be accurately identified as GasDetect’s property. During the period, GasDetect has the right to carry out appropriate checks.

7.3 – If the buyer’s behavior violates the agreement, especially in the case of late payment, GasDetect has the right, after prior notice, to gain access to the buyer’s property or factory and may take possession of it with retention of title.

7.4 – Irrespective of the buyer’s payment or other obligations towards GasDetect, GasDetect also has the right to make the best possible use of the recovered goods by voluntary sale or by auction. The proceeds must be credited to the buyer’s debts after deducting the expenses. Any surplus is paid to the buyer. Exercising retention of title does not equate to cancellation of the agreement, unless a written statement has been made to this effect.

8. Complaints

8.1 -The buyer has a duty to examine the delivery upon receipt of the goods. The inspection obligation also relates to the product’s technical properties. If the buyer discovers upon receiving the goods that the delivery is not in accordance with what has been agreed with GasDetect, or if the quantity specified on the delivery note has not been delivered, or if another deficiency is noted in the delivery, the buyer is obliged to notify GasDetect as soon as possible – and no later than 5 working days after the day of delivery.

8.2 – If the buyer discovers that the goods have been damaged during transport, or that there is a discrepancy between the specifications on the delivery note and the current delivery, the buyer is obliged to notify the freight forwarder in writing upon receipt of the goods, or at the latest within 7 days thereafter according to the Act on Freight Agreements by International road transport – (“CMR Act”). GasDetect is not liable for damage or loss caused during transport.

8.3 – If the buyer does not notify of a defect within the stated deadlines, the buyer loses his right to make a claim in connection with the defect.

9. warranty

9.1 -On new material, GasDetect provides a guarantee for 12 months from the date of delivery from GasDetect for material and construction defects. However, GasDetect only provides a warranty for 6 months from the date of delivery from GasDetect on all engine types, pumps, compressors and electronic sensors. The warranty does not cover measuring cells after they have been put into use. For delivered products, the only guarantee is that the products are not defective when sent from GasDetect, or for errors arising in connection with work carried out by GasDetect. This also applies to rubber, plastic, glass or ceramic parts.

9.2 – The warranty only covers free repair or, if GasDetect deems it reasonable, replacement. In cases where free repair or exchange is not possible, the buyer is entitled to choose between a reduction in the purchase price or cancellation of the contract.

9.3 -The buyer must, at his own expense, on a given occasion, send the delivered to GasDetect so that GasDetect can fulfill its warranty obligations. The company reserves the right to test goods which are claimed to be defective. If the company finds the product OK after testing, it must be assumed that the product will be sent back with an invoice for work performed and freight. Only after testing will the company carry out a possible exchange / credit.

9.4 – The warranty does not cover defects due to natural wear or use, nuisance, defective operation and/or maintenance, accidental accident, improper storage by the buyer or a third party in accordance with the enclosed user manual, or other conditions for which the buyer bears the responsibility or risk.

9.5 – GasDetect has no responsibility for defects other than what is prescribed in this point. This applies to any loss that the deficiency may cause, including operating loss, lost earnings and other indirect loss. This limitation in GasDetect’s liability does not apply if GasDetect has been guilty of gross negligence.

9.6 – If GasDetect carries out warranty repairs, the warranty period is interrupted during the period the buyer is prevented from using his product.

9.7 -GasDetect does not provide a warranty on used equipment.

9.8 – The guarantee ends if the agreed payment conditions are not observed, or if the buyer, before the end of the guarantee period, has changes or repairs carried out on the material or uses non-original spare parts.

10. Liability for compensation incl. product liability

10.1 – To the extent that it is in accordance with applicable law, contractual claims for compensation will be excluded, unless GasDetect has made a mistake intentionally or through gross negligence. Liability for indirect damage of any kind, especially personal injury, material damage, loss of income or errors during operation, as well as so-called consequential effects of such, is expressly excluded under the conditions mentioned above.

10.2 – GasDetect has no liability for damages that have occurred as a result of the buyer’s inadequate storage, maintenance and/or incorrect use of the equipment in question in accordance with the accompanying GasDetect instructions for use, nor is GasDetect liable for damages that have occurred as a result of the buyer’s use of the product/goods together with products/goods supplied by a third party and which do not meet the requirements set out in GasDetect’s instructions for use.

10.3 – In the event of personal injury caused by the product and in the event of damage to things which, by their nature, are usually intended for non-commercial use, GasDetect is responsible in accordance with the rules of the Product Liability Act.

11. Drawings and descriptions

11.1 – All drawings and technical descriptions relating to the equipment or its manufacture, which are left to the buyer before or after the conclusion of the agreement, remain GasDetect’s property.

11.2 – Such material may not, without GasDetect’s written permission, be used for purposes other than assembly, commissioning, operation and maintenance of the equipment. Without GasDetect’s written consent, the said material may not be used, copied, reproduced, handed over to or otherwise brought to the knowledge of third parties.

12. Choice of law and venue

12.1 – Any disagreement or dispute between the parties regarding the understanding and scope of these sales and delivery conditions will be settled by the Maritime and Commercial Court in Copenhagen. However, GasDetect has the right to initiate legal proceedings at the buyer’s home

12.2 – Danish law applies. The United Nations Convention of 11 April 1980 on Contracts for International Sales (“International Sales Law” (“CISG”)) does not apply.

GasDetect ApS July 2019