Terms

GENERAL TERMS OF SALE AND DELIVERY FOR THE EA-CONNECT GROUP

These general terms of sale and delivery is applicable for all deliveries made by EA-Connect Pte. Ltd., EA-Connect ApS and EAC Sweden AB (each EA-Connect group company hereinafter called “Seller”), unless otherwise agreed in writing between Seller and the buyer (hereinafter called “Buyer”). Accordingly, the Buyer’s terms and conditions shall not be applicable, unless otherwise agreed in writing between Seller and Buyer.

All deliveries made by an EA-Connect group company is subject to these terms of sale and delivery. When such EA-Connect group company uses these terms of sale and delivery, it has the respective rights and obligations as Seller as stated in these general terms of sale and delivery and it alone shall be liable as Seller towards Buyer. 

1. Prices

1.1. The prices stated are current prices. Seller’s prices exclude VAT, duty, sales, import and consumption taxes.

1.2. When Seller has issued a written order confirmation, the purchase order is binding for both parties. Changes are only valid with the consent of Seller.

1.3. The stated prices are based on the stated currency, currency exchange rate, and duty. Should the exchange rates or duty rates on the date of delivery differ by more than 2% from the exchange rates and/or duty rates of the quote, the invoice will be adjusted accordingly.

2. Descriptions

2.1. All information about design, weight, dimensions, capacity, technical, and other data stated in catalogues, advertisements, illustrations, and price lists are binding only to the extent they are explicitly referred to in the order confirmation.

3. Shipping and delay

3.1. Delivery will take place as stated in Seller’s order confirmation. Delivery terms will be EXWORKS (Incoterms 2000) unless otherwise agreed. Against surcharge, Seller will take care of insurance and transport covering from Seller’s stock to the Buyer’s delivery address.
 
3.2. The stated time of delivery in the order confirmation is made subject to the arrival of all technical specifications and information at the time of the Buyer’s order. Delay which is caused by the late arrival of this information after order submission shall not constitute breach of contract of any kind by Seller.
 
3.3. To the extent that the Buyer delivers parts to Seller or an appointed supplier for manufacturing shall the late delivery of these parts by the Buyer not constitute breach of contract of any kind by Seller.
 
3.4. If delivery does not take place at the agreed time of delivery, the Buyer is by clear written notice to the Seller entitled to provide a final reasonable time for delivery which shall not be less than 10 days. If delivery does not take place within the time fixed by the Buyer, the Buyer is by clear written notice to the Seller entitled to cancel the order in relation to the delayed product provided that when fixing the final time for delivery the Buyer has stated that the Buyer will cancel the order if delivery does not take place.
 
3.5. If the Buyer cancels the order legitimately because of a material delay, cf. clause 3.5 and purchases a product equal to the product from another supplier, the Buyer may claim that the Seller pays the Buyer’s direct and documented costs of purchasing the corresponding product from another supplier, but such costs cannot in any case exceed 15% of the price of the delayed product. In addition to this the Buyer is not entitled to any other compensation due to cancellation of the order, including transport costs etc.

4. Payment

4.1. Unless otherwise agreed in writing between the Seller and the Buyer, the Seller’s payment terms are as follows:

        A. 30 days net from invoice date
        B. For overdue payments 1% per month interest of the invoice value is charge from the due date.

4.2. Should Buyer have counter claims such claims may not be set off against any amounts owed by the Buyer to the Seller, unless agreed upon in writing by Seller.

5. Responsibility for Defects

5.1. Within 3 days of receipt, the Buyer must conduct a thorough examination and test of each delivery.
5.2. Seller undertakes no responsibility for the fitness of the product to Buyer’s contemplated use of same. Furthermore, the Seller cannot be held liable for defects caused by individual products procured and/or specified by Buyer and/or constructions/design/specifications provided and/or specified by Buyer.
5.3. Should Buyer invoke defects on the delivered products, this must be submitted in writing to the Seller no later than 3 days after the defect was or should have been discovered by the Buyer.
5.4. In case of a claim for defects, Buyer does neither have the disposal over, nor the right to return the products without Seller’s written consent.
5.5. In any event, the Buyer must give written notice of any defect in the product delivered within 12 months from the time of delivery, otherwise any claim is time-barred.
5.6. Should the products or parts thereof prove to be defective, Seller has the right to repair or replace the delivered product by goods of satisfactory quality. If Seller offers repair or replacement of the product, Buyer does not have the right to cancel the order to request compensation for the defect. Seller has no responsibility for any delay due to repair or replacement.
5.7. Seller is not responsible for defects caused by abnormal wear, damage, insufficient maintenance, faulty installation or faults occurred at repairs done by other than Seller. Moreover, Seller cannot be held liable for defects caused by individual products procured and/or specified by Buyer and/or construction, design and/or specifications provided and/or specified by Buyer.
5.8. Shipment of the delivered products in connection with repair and the like, are at Buyer’s account and risk.
5.9. The remedies set out in this clause 5 are the Buyer’s sole and exclusive remedies in the event of defects.

6. Product Liability

6.1. For damage to persons, real and personal property Seller is responsible only if it is proven that the damage is due to failure or neglect of Seller or others for whom he bears responsibility, however, subject to the limitations set out in clause 6.2.
6.2. For damage to real and personal property occurring while the products are in Buyer’s possession, Seller is not responsible. Neither is Seller responsible for damage on products produced by Buyer, nor products in which these are included.
6.3. To the extent that product liability towards third party is imposed on Seller, it is the obligation of Buyer to keep Seller indemnified to the same extend that Seller’s liability is limited according to clause 6.1 and 6.2.
6.4. If a third party makes a claim on any of the parties according to clause 6.0, this party should immediately inform the other party.
6.5. Seller and Buyer are mutually obliged to allow for legal action at the court of law, which hears a claim for damage, raised against either party due to a damage claimed caused by the product. The mutual relations between Buyer and Seller, at any time on Seller’s demand may be settled by arbitration according to clause 12.
6.6. These limitations on the responsibility of Seller do not apply if Seller is guilty of severe negligence.

7. Force Majeure

7.1. The following circumstances cause freedom from responsibility when occurring after entering into this agreement and prevents its fulfilment: labour conflict and any other circumstance beyond the control of the parties, such as fire, war, mobilization, or unforeseeable military drafting to similar extend, requisition, seizure, currency restrictions, commotions and unrests, insufficient means of transportation, ordinary and extra-ordinary goods shortage, rejection of larger works, restrictions of motive power as well as faulty or delayed deliveries from subcontractors due to any of the circumstances mentioned within this clause.
7.2. It lies with the party that claims any of the circumstances under clause 8.1, in writing to immediately inform the other party of its outbreak and its termination.
7.3. When fulfilment of the agreement within a reasonable time is made impossible due to any of the circumstances mentioned within clause 8.1, either of the parties has the right to cancel the agreement in writing to the other party.

8. Violations of Exclusive Rights etc.

8.1. Seller holds Buyer indemnified from all claims and cost in connection with suits against Buyer for violating patents, trademarks or any other exclusive rights regarding the products, unless the claim is due to constructions/design and/or specifications provided and/or specified by Buyer.
8.2. Buyer is obliged to immediately inform Seller if any claim of this kind is raised and authorize Seller on his own account to litigate or enter an amicable settlement for the claimed violations.
8.3. At his own choice Seller has, on his own expense and on behalf of Buyer, the right to obtain the rights to use, replace, or change the equipment to end the violation. Should such arrangements not be possible, upon written request from Seller, Buyer is under an obligation to return the said equipment with no delay.

9. Retention of title

9.1. To the extent possible according to existing law, title to the delivered goods remains with Europe Asia Connect until payment including potential interest has been fully paid.

10. Credit insurance

10.1. It is assumed that satisfactory credit insurance can be obtained on Buyer or that the credit risk associated herewith can be covered in another way which is normal for the industry. If this assumption cannot be met and Seller does not accept other credit security arrangements, Seller is in the position to stop deliveries and terminate the business with Buyer.

11. General limitation of liability

11.1. Seller is not responsible for loss of profits, loss of earnings, or any other indirect loss.
11.2. In all events the Seller’s liability is limited to the invoice price of the purchased product. However, in the event of Seller’s gross negligence or intentional breach, the limitations under clause 11 shall not apply.

12. Arbitration

12.1. Any dispute or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof shall be settled by arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Danish Arbitration).
12.2. The Arbitration Tribunal shall be composed of 1 member.
12.3. All members of the arbitration tribunal shall be appointed by the Institute.
12.4. The place of arbitration shall be Copenhagen.
12.5. The language of the arbitration shall be English.
12.6. The contract shall be governed by the law of Denmark.

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