Sales & Delivery Terms Of TEMcompany ApS

Definitions

 

TEMcompany: means TEMcompany ApS, company reg.no. 41 67 48 49, Denmark

Customer: means the entity purchasing items from TEMcompany.

Incoterms: means the Incoterms® 2020 rules published by the International Chamber of Commerce (ICC).

Product(s): means the purchased items either as an instrument or Software.

Software: means software as part of the instrument or standalone programs means Sales & Delivery Terms.

Terms: means software as part of the instrument or standalone programs means Sales & Delivery Terms.

Warranty Period: means the time a product is covered for repair or replacement.

Introduction Terms

 

All sales, supplies and services performed by TEMcompany for the Customer are exclusively governed by the terms and conditions as laid out in these Terms if they are not altered through explicit agreement signed by both parties.

Offers & Quotations

 

  • Any price quotations provided by TEMcompany to the Customer shall be valid for the period stated in the quotation. If no time period is stated, then they shall be valid for 60 (sixty) days from the date of the offer.
  • All offers are made in Euro (EUR). The Customer bears all risks and costs related to currency conversion and exchange rate fluctuations.
  • An offer quoted by TEMcompany is not binding until TEMcompany has received the Customer’s acceptance and issued an Order Confirmation in writing, cf. clause 4, and is subject to availability.

 

Orde Processing & Orders

 

Orders shall not be binding unless and until accepted by TEMcompany either by:

  • The Customer signing TEMcompany Order Confirmation.
  • TEMcompany signing the Customer’s Purchase Order.
  • TEMcompany accepting the Customer’s Order Confirmation.
  • In writing, including confirmation by email.

 

Any agreed changes must be documented in any of the following documents:

  • An Addendum to the Terms.
  • Written in the Customer Purchase Order.
  • Written in TEMcompany Order Confirmation.

Prices

 

  •  Prices in quotations do not include charges for applicable taxes, including, without limitation, direct and indirect taxes, VAT, customs duties, tolls, etc. Depending on the Customer’s location, TEMcompany may be obligated to collect such taxes on the purchase price. All taxes shall be added to prices shown. Prices in quotations do not include shipping charges.
  • TEMcompany may adjust the purchase price if overall manufacturing costs increase due to unforeseen circumstances such as an increase in the price of raw materials, direct and indirect taxes, etc.

 

Charges & Payment Terms

 

  • Payment terms are set out in the Order Confirmation and shall be made without deduction
    or set-off.
  •  Any overdue amount shall accrue interest at a rate of 2% per month (or the maximum rate permitted by applicable law, if lower). All costs incurred due to late payment, including interest, legal fees, and administrative costs, shall be borne by the Customer.

Delivery

 

  • The Product(s) are delivered at the Customer’s cost and risk using the agreed shipment method and in accordance with the specified Incoterm. If no Incoterm is agreed upon, delivery shall be Ex Works.

 

  • Delivery will not take place before full payment has been received, unless otherwise agreed cf. clause 4. If no delivery date has been agreed, TEMcompany shall determine the delivery date.

 

  • TEMcompany may extend the delivery time due to delays, including lack of stock or supplier delays, and will notify the Customer accordingly.

 

  • If delivery is delayed by more than 10 weeks due to circumstances within TEMcompany’s reasonable control, the Customer may give written notice setting a reasonable final deadline and stating the Customers intention to terminate if delivery does not occur within that deadline. If delivery still does not take place, the Customer may terminate the agreement by written notice given without undue delay. Failure to do so waives any right to terminate or to claim compensation for the delay, unless otherwise agreed.

 

  • The Customer’s rights and remedies set out in this clause 7 relating to delay on the part of TEMcompany are exhaustive and exclude all other remedies and claims under law or otherwise.

 

Warranty

 

  • TEMcompany warrants that the Product(s) shall be free from internal and mechanical defects in materials and workmanship arising from the manufacturing process (the product is unconform) under normal and intended use for a warranty period of twenty four (24) months from the date of delivery to the Customer.

 

  • The Customer shall examine the Product(s), or cause it to be examined, within as short a period as is reasonably practicable after delivery.

 

  • Any defect that is or ought to have been discovered upon such examination must be notified in writing without undue delay after discovery.

 

  • Any defect not discoverable upon examination must be notified in writing without undue delay after it is discovered or ought to have been discovered, and in any event no later than the expiry of the Warranty Period.

 

  • Failure to provide timely notice in accordance with this clause shall bar any claim under the warranty.

 

  • The notice shall include a reasonably detailed description of the alleged defect.

 

  • The warranty does not cover, and TEMcompany shall have no liability for defects or damage resulting from:
    • Improper installation, operation, handling, or use not in accordance with TEMcompany’s instructions or specifications.
    • External causes, including but not limited to physical damage, environmental conditions, power fluctuations, or unsuitable operating environments.
    • Transportation, storage, or handling after risk has passed to the Customer.
    • Unauthorized modification, alteration, or repair, including opening of instrument boxes without approval from TEMcompany.
    • Use of non-genuine or non-approved parts.
    • Failure to perform required maintenance as prescribed by TEMcompany.
    • Normal wear and tear or deterioration.
    • Negligence or misuse by the Customer or any third party.

 

  • TEMcompany may require that allegedly defective Product(s) or parts be returned for inspection.
    • Returns shall be made in accordance with TEMcompany’s instructions.
    • The Customer shall bear the cost and risk of transport, unless otherwise agreed in writing.
    • The Customer shall bear the risk of any loss of data from the defective Product(s) and are responsible for backing up data before returning the Product(s) to TEMcompany for repair.

 

  • If the Product(s) is found not to be defective, TEMcompany reserves the right to charge reasonable inspection and handling costs to the Customer.

 

  • If a defect covered by this warranty is confirmed, TEMcompany shall, at its sole discretion:
    • Repair the defective Product(s) or part; or
    • Replace it with a new or refurbished equivalent.

 

  • Replaced Product(s) or parts shall become the property of TEMcompany.

 

  • Such remedy shall be performed within a reasonable time and, where practicable, within eight (8) weeks after receipt of the Product(s) at TEMcompany.

 

  • Product(s) or parts repaired or replaced shall be subject to the same obligations as the originally delivered Product(s), applied mutatis mutandis.

 

  • If TEMcompany fails to repair or replace within a due time, the Customer may obtain a refund of the purchase price unless otherwise agreed.

 

  • The remedies set out in this clause constitute the Customer’s sole and exclusive remedies for any defects or lack of conformity in the Product(s), and all other remedies, claims, or liabilities are excluded to the fullest extent permitted by law.

Product(s) Liability

 

  • TEMcompany shall be responsible for Product(s) liability claims only to the extent required under the mandatory Product(s) liability laws of Denmark.
  • TEMcompany’s Product(s) liability shall, to the maximum extent permitted by applicable law, be subject to the limitations of liability set out in clauses 11 – 13 below.
  • If any third party asserts a Product(s) liability claim relating to the Product(s) against the Customer, the Customer shall notify TEMcompany in writing without undue delay.
  • The Customer shall indemnify and hold TEMcompany harmless to the extent any such liability imposed on TEMcompany exceeds the limitations of liability set out in clauses 11 – 13.

 

Intellectual Property Rights

 

  • All title, know-how, and intellectual property rights in and to the Product(s) (including but not limited to any images, photographs, animations, video, audio, music, text and “applets” and software incorporated into the Product(s) and any copies of the Product(s) or parts thereof that the Customer is expressly permitted to make herein, are owned by TEMcompany or its suppliers.
  • All title, know-how, and intellectual property rights in and to the content, which may be accessed through use of the Product(s), are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties.
  • These Terms grant the Customer no right to use such content.
  • All rights not expressly granted are reserved by TEMcompany.

 

Disclaimer Of Warranties

 

  • Except as expressly stated in these Terms and to the maximum extent permitted by applicable law, the Product(s) and any support services are provided “as is” and “with all faults”. TEMcompany disclaims all warranties and conditions, whether express, implied or statutory, including without limitation warranties of merchantability, fitness for a particular purpose, accuracy, completeness, workmanlike performance, title, non-infringement, and quiet enjoyment.
  • TEMcompany does not guarantee any specific results from the use of the Product(s). The performance and effect of the Product(s), including surveying depth and quality, depend on site-specific conditions, including but not limited to geological and subsurface characteristics, which are outside TEMcompany’s control.
  • The entire risk arising out of or relating to the use or performance of the Product(s) and any support services rests with the Customer.

 

Exclusion Of Incidental, Consequential & Certain Other Damages

 

  • To the maximum extent permitted by applicable law, TEMcompany or its suppliers shall in no event be liable for any direct, special, incidental, indirect, punitive, consequential or other damages whatsoever (including, but not limited to, damages for: loss of profits, loss of confidential or other information, business interruption, personal injury, loss of privacy, failure to meet any duty (including of good faith or of reasonable care), negligence, and any other pecuniary or other loss whatsoever) arising out of or in any way related to the use of or inability to use the Products or support services, the provision of or failure to provide support services, or otherwise under or in connection with any provision of these Terms, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of TEMcompanyor any supplier, and even if TEMcompany or any supplier has been advised of the possibility of such damages.

 

Limitation Of Liability & Remedies

 

  • To the maximum extent permitted by applicable law, TEMcompany and its suppliers shall not be liable for any direct, indirect, incidental, special, punitive, or consequential damages whatsoever, including but not limited to loss of profits, loss of data or confidential information, business interruption, personal injury, loss of privacy, or any other monetary or non-monetary loss, arising out of or in connection with the use of or inability to use the Product(s) or any support services, or otherwise under these Terms.
  • In any event, TEMcompany’s total aggregate liability in relation to any Product(s) shall be limited to an amount equal to the purchase price paid for the specific Product(s), giving rise to the claim.
  • Where multiple Product(s) are ordered at the same time, the liability cap shall apply separately to each Product(s) and not to the total order value. This limitation applies regardless of the legal basis, whether in contract, tort (including negligence), strict liability, or breach of statutory duty, and even if TEMcompany has been advised of the possibility of such damages.

 

Force Majeure

 

  • Notwithstanding any provision to the contrary in these Terms or any other agreement between the parties, TEMcompany shall not be liable for any delay, failure, restriction, or interference in the performance of its obligations caused by circumstances beyond TEMcompany’s reasonable control (Force Majeure).
  • Force Majeure events include, without limitation, legislative or governmental actions, court orders, natural disasters, fire, explosion, war, terrorism, riots, sabotage, epidemics or pandemics, quarantines or restrictions imposed by authorities, labor disputes, strikes or lockouts, shortages or failures of transportation or utilities, or other similar events.
  • Upon the occurrence of any event of Force Majeure that TEMcompany is suffering from, TEMcompany shall promptly inform the Customer by written notice thereof specifying the cause of the event and how it will affect its performance of its obligations under these Terms. In the event of any delay, TEMcompany’s obligations under these Terms shall be suspended for the duration of any Force Majeure event.

 

Product(s) License & Software Warranty

 

  • Any Software delivered by TEMcompany to the Customer is copyrighted work of TEMcompany. Any use of the Software is subject to the related license terms of the Software, and the Software is made available to the Customer exclusively for use in accordance with those license terms.
  • Copying or reproducing the Software except as may be expressly provided or permitted in the Software applicable license terms is expressly prohibited and may result in severe civil and criminal penalties.

 

Suppliers

 

  • TEMcompany is entitled to use suppliers and sub-suppliers when manufacturing and delivering the Product(s) to the Customer.

 

Data protection

 

  • Each party shall comply with applicable data protection laws, including Regulation (EU) 2016/679 (the General Data Protection Regulation – GDPR). To the extent either party processes personal data on behalf of the other party in connection with the Product(s) or these Terms, such processing shall be carried out in accordance with applicable data protection requirements and, where required, a separate data processing agreement.
  • TEMcompany processes personal data only to the extent necessary for the performance of these Terms and in accordance with its privacy policy.

 

Other Terms

 

  • TEMcompany may assign its rights and obligations under these Terms, in whole or in part, to any third party. The Customer may not assign or transfer any of the Customer’s rights or obligations under these Terms, whether directly or indirectly, without TEMcompany’s prior written consent.
  • If any provision of these Terms is held to be invalid, illegal, or unenforceable, such provision shall be modified and construed so as to be valid and enforceable, and the remaining provisions shall remain in full force and effect.

 

Governing Law

 

  • The validity, interpretation, construction and performance of these Terms shall be governed by the laws of Denmark without reference to its principles of conflicts of law, which would require the application of the laws of any other jurisdiction.
  • Any dispute, controversy, or claim arising out of or in connection with these Terms or the fulfillment, enforcement, or invalidity thereof shall be settled before the courts of Denmark with TEMcompany’s registered office as agreed legal venue.