Sales and delivery terms
All sales, supplies and services performed by Aarhus GeoInstruments ApS, company reg.no. 41 67 48 49 (“AGI”) for you as customer ("Reseller", or "you") are exclusively governed by the terms and conditions as laid out in these Sales & Delivery Terms ("Terms") if they are not altered through explicit agreement signed by both parties.
1. Offers & Quotations
Any price quotations provided by AGI to you shall be valid for the period stated in the quotation. If no time period is stated, then they shall be valid for 30 (thirty) days from the date of the offer. An offer quoted by AGI is not binding until AGI has received your acceptance and has issued an order confirmation in writing, cf. clause 2, and is subject to the offered items being unsold.
2. Order Processing & Orders
Orders are typically processed within 48 hours after receipt. Orders placed are not binding until accepted by AGI in writing, e.g. via email order confirmation or otherwise.
Prices in quotations do not include charges for applicable taxes, including, without limitation, direct and indirect taxes, VAT, custom duties, tolls, etc. Depending on your location AGI may be obligated to collect such taxes on the purchase price. All taxes shall be added to prices shown and you agree to pay same. Prices in quotations do not include shipping charges. AGI 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.
4. Charges & Payment Terms
Invoices are due upon receipt of invoice and without deduction. Amounts are payable as specified on the invoice or the transaction document. You agree to pay accordingly, including any late payment fees like default interest, court and lawyers’ fees or administration costs. Any costs incurred because of delayed payment are charged to your account.
The purchased items (the “Products”) will be delivered to you via agreed upon shipment solution at your cost and risk. If no delivery time has been agreed in advance, AGI shall determine the delivery time. Delivery will not take place before the agreed purchase price has been received by AGI, unless otherwise agreed between the parties.
If AGI anticipates that it will not be able to deliver the Products on the agreed or determined delivery time, including, but without limitation, if the Products are not in stock or if the delivery time on raw materials has been extended etc., AGI may at its own discretion extend the delivery time, and shall inform you by written notice stating the reason and, if possible, the time when delivery can be expected.
In case (i) the delivery has been delayed more than 10 weeks from the originally agreed or determined delivery time, and (ii) the delay is attributable to circumstances within AGI’s reasonable control and/or for which AGI is undoubtedly responsible, you are entitled to send a written demand to AGI setting a reasonable final deadline for the delivery, thereby stating that you intend to terminate the agreement if delivery does not take place within this deadline. If the delivery has still not taken place within the set deadline, you are entitled to terminate the agreement by giving written notice to AGI without undue delay after the expiration of the set deadline. If you do not terminate the agreement by given notice as indicated, you are no longer entitled to terminate the agreement, and you will not be entitled to any compensation or other kinds of reimbursement due to delay on the part of AGI, unless otherwise agreed between the parties.
Your rights and remedies set out in this clause 5 relating to delay on the part of AGI are exhaustive and exclude all other remedies and claims under law or otherwise.
6. Defects and complaints
You are obligated to carefully and thoroughly inspect the Products immediately upon delivery. If you wish to make a claim for any defects in the Products that can be ascertained by such careful and thorough inspection (non-hidden defects), you shall inform AGI in writing and describe the nature of the alleged defect immediately after the defect is or should have been discovered and no later than 7 days after the time of delivery. If you have discovered or should have discovered a defect under the inspection, but fail to give notice as indicated, you are no longer entitled to invoke such defect.
In case of defects in the Products that cannot be ascertained by careful and thorough inspection upon delivery (hidden defects), the complaint must be made in writing to AGI describing the nature of the alleged defect immediately after the defect is or should have been discovered by the exercise of reasonable due diligence and no later than 3 months after the time of delivery. Thus, in any event AGI’s defects liability period expires 3 months after the delivery date, after which time you are no longer entitled to invoke any defects.
AGI shall in no event be liable for any defects resulting from circumstances taking place after the Products have been shipped from AGI’s address, where the risk transfers to you, including, without limitation, defects which are caused by transportation, storage, changes to the Products made without AGI’s prior written consent, inadequate maintenance, faulty treatment and the general negligence of you or third parties. Normal wear and tear or deterioration shall not be considered a defect.
AGI may at its own discretion determine whether to repair a defect or replace the defective Products or parts thereof. Repair or replacement shall be effected by AGI within reasonable time after AGI receives a complaint in accordance with this clause 6, and in any event within 8 weeks after receipt of such complaint. For Products or parts thereof, that are repaired or replaced, AGI shall undertake the same obligations that apply to the originally sold Products, cf. above mutatis mutandis. If AGI does not fulfill its obligation to repair or replace the defective Products or parts thereof in due time, you have the right to return the defective Products to AGI, at your cost and risk, for a full refund of the purchase price, unless otherwise agreed between the parties.
Your rights and remedies set out in this clause 6 relating to defects are exhaustive and exclude all other remedies and claims under law or otherwise.
AGI may demand that (alleged) defective Products are returned to AGI at your cost and risk. Returned products shall become AGI’s property, if replaced. If you complain about Products that AGI subsequently establishes not be defective, AGI may claim compensation for its time, work, costs etc. in accordance with its terms, rates and prices applicable from time to time.
7. Product Liability
AGI shall be responsible for product liability claims only to the extent required under the mandatory product liability laws of Denmark. AGI’s product liability shall, to the maximum extent permitted by applicably law, be subject to the limitations of liability set out in clauses 9 - 11 below.
If a third party raises a claim against you for product liability relating to the Products, you shall immediately notify AGI of this in writing. You are obligated hold AGI harmless, if third-party liability is imposed on AGI beyond the limitations of liability set out in clauses 9 - 11 below.
8. Intellectual property right
All title, knowhow and intellectual property rights in and to the Products (including but not limited to any images, photographs, animations, video, audio, music, text and "applets" and software incorporated into the Products) and any copies of the Products or parts thereof that you are expressly permitted to make herein, are owned by AGI or its suppliers. All title, knowhow and intellectual property rights in and to the content, which may be accessed through use of the Products, are the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. These Terms grants you no right to use such content. All rights not expressly granted are reserved by AGI.
9. Disclaimer of warranties
Unless otherwise explicitly stipulated in these Terms and to the maximum extent permitted by applicable law, AGI and its suppliers provide the Products and any (if any) support services as is and with all faults, and hereby disclaim with respect to the Products and support services all warranties and conditions, whether express, implied or statutory, including, but not limited to, any (if any) warranties, duties or conditions of or related to: merchantability, fitness for a particular purpose, accuracy or completeness of responses, results, workmanlike effort and lack of negligence. Also, there is no warranty, duty or condition of title, quiet enjoyment, quiet possession, correspondence to description or non-infringement. The entire risk as to the quality or arising out of the use or performance of the Products and any support services, remains with you as Reseller.
10. Exclusion of incidental, consequential and certain other damages
To the maximum extent permitted by applicable law, AGI 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 AGI or any supplier, and even if AGI or any supplier has been advised of the possibility of such damages.
11. Limitation of liability and remedies
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages), the entire liability of AGI and any of its suppliers under any provision of these Terms or under any applicable law and your exclusive remedy for all the foregoing shall be limited to the actual damages incurred by you based on reasonable reliance up to the amount actually paid by you for the Products. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails its essential purpose.
12. Force Majeure
Irrespective any clause elsewhere in these Terms and/or other agreements between the parties, AGI shall in no event be liable in any way for any damage, loss, cost or expense arising out of or in connection with any delay, restriction, interference or failure in performing any obligation towards you caused by any circumstance beyond AGI’s reasonable control, including, without limitation, legislative measures, acts of governments, orders or decrees of any court, earthquake, flood, fire, explosion, war, terrorism, riot, sabotage, accident, epidemics, pandemics, quarantines/isolations from national authorities, strike, lockout, labour disturbances, lack of or failure of transportation, breakdown or shortage of utilities (“Force Majeure”).
Upon the occurrence of any event of Force Majeure that AGI is suffering from, AGI shall promptly inform you 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, AGI’s obligation to perform obligations under these Terms shall be suspended for a period equal to the time loss by reason of Force Majeure.
13. Product License and Software Warranty
Any software delivered by AGI to you is the copyrighted work of AGI. Any use of the software is subject to the related license terms of the software and the software is made available to you 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.
Violations will be prosecuted to the maximum extent possible.
AGI is not obliged to provide any support that exceeds basic technical support.
AGI is entitled to use suppliers and sub-suppliers when manufacturing and delivering the Products to you.
15. Other terms
AGI is entitled to assign all rights and obligations of these Terms to a third party. You are not entitled to assign your rights and obligations of these Terms to a third party, neither directly or indirectly, unless AGI has accepted this in writing.
If any provision or provisions of these Terms for any reason are held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of these Terms, and such invalid, illegal, or unenforceable provision shall be reformed and construed so that it will be valid, legal, and enforceable to the maximum extent permitted by law.
16. 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, enforcements or invalidity thereof shall be settled before the courts of Denmark with AGI’s registered office as agreed legal venue.