Terms and conditions

1. Application

1.1 Every delivery takes place in accordance with the sales and delivery conditions below, unless these are expressly deviated from by a written agreement signed by LISSNER APS ("Seller"). NL 17 applies as complementary conditions.

2. Conclusion of agreement

2.1 – An agreement between the buyer and the Seller is concluded when the Seller has sent order confirmation.

2.2 – If the buyer has objections to the content of the order confirmation, these must be sent to the Seller in writing no later than 5 working days after the order confirmation date.

3. Prices

3.1 – The prices stated by the Seller are exclusive of the applicable VAT, other charges and packaging, unless otherwise expressly stated in the Seller's order confirmation.

4. Terms of payment

4.1 – The purchase price is due for payment per due date specified in the invoice.

4.2 – If payment does not take place on time, interest is attributed from the due date on the amount owed at any time with an interest rate of 1.2% per started month. The seller is also entitled to compensation for his actual recovery costs.

4.3 – In the event of payment default, the Seller has the right to withhold further deliveries until payment has taken place. If the Seller has not received the buyer's payment no later than 10 working days after the Seller sends a written demand, the Seller is entitled to cancel the agreement.

5. Delivery clause (risk)

5.1 – If a delivery clause has been agreed, this must be interpreted in accordance with the INCOTERMS applicable at the time of the conclusion of the agreement. If a delivery clause has not been agreed, INCOTERMS 2020 apply

6. Delivery time/delay

6.1 – The agreed delivery time is calculated from the submission of the order confirmation, but at the earliest from the time when all information and specifications necessary for the completion of the delivery have come to the knowledge of the Seller.

6.2 – The seller can extend the agreed delivery time by up to 30 days calculated from the expiry of the delivery time according to clause 6.1, if the Seller notifies the Buyer beforehand. The buyer is not entitled to exercise rights of default during this period, just as the delay does not give the buyer the right to withhold payment.

6.3 – If the Seller exceeds the extended delivery deadline, the Seller must compensate the buyer for losses as a result of the delay. However, the buyer's compensation can amount to a maximum of 0.5% of the purchase price, excl. VAT and other charges, per started calendar week, the delay lasts. If the delay concerns only part of the total purchase, the buyer's compensation is calculated solely on the basis of the purchase price for the delayed part. The buyer's compensation can amount to a maximum of 5% of the purchase price, excl. VAT and other charges for the delayed delivery. The buyer forfeits his right to claim compensation if the claim is not submitted to the seller no later than 3 months after the time when delivery in accordance with section 6.2 should have taken place.

6.4 – If the delivery is still not delivered 10 calendar weeks after the end of the extended delivery deadline, cf. section 6.2, and this is due to the Seller's circumstances, the buyer may, by contacting the Seller in writing, demand delivery within a reasonable period, which cannot be shorter than 10 working days. If the Seller does not deliver before the end of the deadline, the buyer is entitled to cancel the agreement.

6.5 – The seller is not responsible for delays caused by errors or delays by third parties assumed by the buyer.

6.6 – Apart from compensation according to section 6.3 The buyer cannot make claims against the Seller as a result of the Seller's delay. The buyer cannot claim compensation for operating loss, loss of profit or other indirect loss, cf. these sales and delivery conditions section 13

7. Drawings, descriptions and approvals

7.1 – The Seller's material as far as drawings, descriptions and approvals are concerned is only indicative, and the Seller is not responsible for errors therein. The Seller may at any time change the specifications and descriptions prepared by the Seller.

7.2 – The seller's material, including drawings, descriptions, approvals, etc., may not be shared by the buyer with third parties without the seller's prior express acceptance.

8. Assembly

8.1 – After assembly of the product, testing must be carried out at a workshop authorized by the Seller.

8.2 – The buyer is obliged to be present during the operational test and to carry out a review and examination of the delivery.

8.3 – If the buyer is not present at the operational test, defect-free delivery is deemed to have taken place when the buyer puts the purchased item into service.

9. Warranty for manufacturing defects

9.1 – On new products, the Seller provides a guarantee for manufacturing defects for 12 months from the date of delivery. Those in section Conditions listed in 12.1 are not considered manufacturing defects. To the extent that replacement materials must be delivered, section 5 and 6 application. In addition, reference is made to the Seller's warranty and complaints provisions.

9.2 – It is a condition for the buyer's exercise of the guarantee that the Seller's service staff can freely dispose of / download information from the product's electronics / computer system.

9.3 – In the event of a manufacturing defect, the Buyer can only demand redelivery or remedial action by the Seller. If the Seller is unable to carry out redelivery or remedy, the buyer is however entitled to cancel the agreement. In the event of a manufacturing defect, clauses of these sales and delivery conditions apply. 13 corresponding use.

10. Missing

10.1 – If the buyer of products that are not covered by section 9, documents defects in the sold, the Seller undertakes to repair or exchange the sold product, or the defective parts thereof, by delivering similar products to the buyer (redelivery). To the extent that replacement materials must be delivered, section 5 and 6 application.

11. Buyer's rights of default in case of defects

11.1 – The buyer can, in the event of defects according to section 10 only demand redelivery or remedy by the Seller.

11.2 – The seller's remedial duty does not include the consequences of natural wear, nuisance, use of unsuitable lubricants, non-compliance with service regulations, inadequate maintenance, inadequate or inappropriate operation, inadequate assembly, (including disregard of the given assembly and/or operating instructions) accidental accident or other conditions for which the buyer bears the responsibility or risk, including defects caused by actions taken by third parties assumed by the buyer.

11.3 – When defects are discovered, the buyer must describe and specify the claimed defect and its consequences for the buyer's use of the purchased item in writing to the Seller. Any complaint about defects must be received by the Seller no later than 5 working days after the defect is or should have been identified. Otherwise, the right to assert the defect against the Seller is forfeited.

11.4 – Any defect claim, regardless of type, must in any case be asserted at the latest within 2 months from delivery, as objections to defects will not be able to be asserted after this deadline.

11.5 – As a result of defects, the Buyer cannot make other claims against the Seller than those listed above. The buyer cannot claim compensation for operating loss, loss of profit or other indirect loss, cf. these sales and delivery conditions section 13.

12. Product liability

12.1 – The seller is not responsible for damage caused by the material to:
a) immovable property or movable property which occurs while the material is in the Buyer's possession or custody, or
b) products in which the material is included, or for damage to real property or movable property caused by the Seller's products as a result of the material.

12.2 – The Buyer indemnifies the Seller if the Seller is held liable to a third party for damage which the Seller, according to section 12.1 is not responsible for in relation to the buyer.

12.3 – The seller is not responsible for operating losses, cf. these sales and delivery conditions section 13. loss of profit or other indirect loss.

12.4 – The seller's liability can amount to a maximum of DKK 5 million.

13. General limitation of liability

13.1 – The seller has no responsibility towards the buyer beyond what is stipulated in these conditions or otherwise resulting from the parties' agreement. This applies to any loss suffered by the buyer, such as operating loss, loss of profit and other economic consequential losses or indirect losses.

14. Freedom from liability (force majeure)

14.1 – The following circumstances lead to freedom from liability if they prevent the fulfillment of the agreement or make fulfillment unreasonably burdensome: Labor dispute and any other circumstance beyond the control of the parties, such as fire, delay from the Seller's subcontractors, general pandemic, epidemic at the Seller or the Seller's suppliers, cyber attack against the Seller or the Seller's suppliers, war, mobilization or military conscription of a similar scope, requisition, seizure, currency restrictions, riots and unrest, lack of means of transport, general scarcity of goods, restrictions of motive power as well as shortages or delays in deliveries from sub-suppliers, which are due to any of the circumstances mentioned in this point.

15. Disputes

15.1 – Any disagreements between the buyer and the seller must be settled according to Danish law and at the Court in Odense.