SALES AND DELIVERY TERMS
1.1 These general sales and delivery terms (April 2020) at Chromaviso A/S (hereinafter called Chromaviso) apply to all deliveries of lighting equipment and spare parts to the extent that these terms have not been explicitly altered (completely or in parts) through another written agreement.
1.2 Any special purchase terms or requirements pertaining to the purchaser and the purchased products, which might be mentioned in the purchaser’s order or in the general purchasing terms published by the purchaser, do not apply to Chromaviso, unless Chromaviso has approved such terms in writing.
1.3 Chromaviso is in no way responsible for consultancy with no direct connection to the Chromaviso products.
1.4 The purchaser is fully responsible for the choice of products. In addition, the purchaser is responsible for ensuring that the products delivered are functional when combined with the purchaser’s products and within the operational environment planned by the purchaser, and for making sure that the purchaser is able to obtain the expected results in general when using the products. Chromaviso only assumes (shared) responsibility for this if Chromaviso has explicitly guaranteed a specific result within the purchasing agreement or the order confirmation.
2. ENTERING INTO THE AGREEMENT
2.1 A final sales agreement is only then considered valid once Chromaviso has forwarded a written order confirmation to the purchaser, or once a written order from the customer has been received by e-mail, or if a separate purchasing contract is equally binding.
2.2 If the purchaser is of the opinion that the terms contained in the Chromaviso order confirmation differ from the agreed terms, the purchaser must inform Chromaviso hereof in writing without undue delay.
2.3 In case of an order annulment, such an annulment must be communicated in writing. Chromaviso reserves the right to charge a cancellation fee of 25-100 %, depending on the time of the annulment.
2.4 Unless otherwise indicated on the quote, written quotations by Chromaviso shall expire automatically thirty (30) days after the date appearing on the quotation. Quotations are based on net price index from date of issue and can be adjusted at changes +/- 3% by contracting parties.
3. TECHNICAL DOCUMENTATION
3.1 Any drawings and technical documents forwarded to the purchaser prior to or following the entering into the contract will remain the property of Chromaviso and must neither be utilised for any other purpose than the prescribed use, nor be copied, reproduced, transferred, or otherwise forwarded to a third party without prior written approval from Chromaviso.
4.1 The delivery term is ex works [ADDRESS] (Incoterms 2010); however, Chromaviso is not obliged to cover costs pertaining to any required packaging connected to the purchaser receiving the purchased products. Chromaviso determines the type and quality of the packaging. The packaging cannot be returned.
4.2 Chromaviso estimates the time of delivery; however, it is not binding for Chromaviso, unless a specific time of delivery has been agreed to explicitly.
4.3 An explicitly agreed time of delivery may be delayed for the same number of days that pass from entering into the contract to the time when Chromaviso has received all technical specifications and other required information from the purchaser, and the purchaser has fulfilled all necessary formalities and/or agreed terms.
5.1 In case of a delivery delay, for which Chromaviso is responsible, the purchaser has the right to demand delivery by informing Chromaviso hereof in writing. However, this requires that the purchaser determines a final deadline of at least 20 working days within which the delivery must take place, thereby indicating that the purchaser proposes to annul the contract if the delivery has not taken place before the deadline. The purchaser only then has the right to annul the contract if the delivery has not take n place within this time limit.
5.2 Apart from the right to annulment described in art. 5.1, the purchaser has no other right to plead breach of contract due to a delay, and therefore, the purchaser also has no right to put forward a claim for damages, including consequential loss, as a result of such delay.
6. INSTALLATION AND TRAINING
6.1 All installations are carried out at the expense of the purchaser and according to the general installation terms for Chromaviso.
6.2 Training and instruction regarding the use of the purchased products, provided to the purchaser’s staff or the staff of the purchaser’s customer, are subject to a separate agreement as well as payment. Unless otherwise agreed in writing, training and instruction take place in according with the Chromaviso price list valid at the time.
7. TEST RUN AND HAND-OVER
7.1 If Chromaviso has agreed to carry out the installation, a test run must be carried out once the installation has been finalised. The purchaser must be present during the test run and must check the purchased products.
7.2 In connection with the test run, Chromaviso will draw up a hand-over protocol which must be signed by the purchaser and will contain any additional comments made by the purchaser.
7.3 If the purchaser does not sign the hand-over protocol mentioned in art. 7.2, Chromaviso may decide to either regard the purchaser’s use of the purchased products as a proper hand-over or forward a hand-over notification to the purchaser. If the purchaser does not present any actual reasons for the missing signature on the hand-over protocol within two weeks as of the date of the hand-over notification, the hand-over is regarded as being completed according to the content of the hand-over notification. If the purchaser has started using the purchased products, the hand-over is regarded as being completed, no matter whether such actual reasons have been forwarded to Chromaviso or not.
8.1 Chromaviso offers a warranty on manufacturing errors on new products.
9.1 If the purchaser identifies deficiencies, such deficiencies must be described and specified by the purchaser in a written notification to Chromaviso, including a description of the consequences of the purchaser using the purchased products. A deficiency claim must be received by Chromaviso no later than seven days after having identified or having been expected to identify the deficiency. If the purchaser does not adhere to this rule, the right to claim breach of contract is voided.
9.2 In any case, a deficiency claim, no matter the nature of it, must be put forward no later than 12 months after the time of delivery and the purchaser has no right to present a deficiency claim at a later point in time.
9.3 If Chromaviso initiates talks with the purchaser regarding an actual claim that has been presented too late, this does not imply that Chromaviso waives the right to maintain, at a later point in time, that the purchaser has presented the claim too late.
9.4 If the purchaser has chosen to assume responsibility for installation and running-in, and/or if the purchaser puts forward deficiency claims for which Chromaviso cannot be held responsible, Chromaviso has the right to present the purchaser with an invoice for work and expenses covered by Chromaviso as a result of such a claim.
9.5 If the purchaser proves the existence of deficiencies for which Chromaviso can be held responsible, Chromaviso has the right and is obliged to choose between carrying out a compensation delivery, repairing the deficiency or offering the purchaser a reasonable purchase sum reduction, following which the deficiency will be considered as being rectified in full.
9.6 In case of a deficiency on a part, such a deficiency will be rectified by Chromaviso delivering a new part to the purchaser who is then obliged to hand over the defective part to Chromaviso. As of that time, the defective part is the property of Chromaviso. The warranty period specified in art. 9.2 also applies to this new part.
9.7 Any travel and accommodation expenses arising in connection with rectification of deficiencies, which are identified after the completion of the hand-over procedure, must be covered by the purchaser.
9.8 If Chromaviso does not fulfil the obligations as specified in art. 9.5 and 9.6 within a deadline of 30 days following clarification of the claim, the purchaser has the right to determine a reasonable deadline, communicated in writing, within which Chromaviso must rectify the deficiencies. If Chromaviso’s obligations have not been fulfilled within this deadline, Chromaviso has the right and is obliged to choose to either communicate the offer of a reasonable purchase price reduction or to accept that the defective part will be returned.
9.9 The purchaser may not claim any other type of breach of contract than those specified in the above-mentioned terms, and therefore, the purchaser may not put forward a claim for damages regarding any type of loss. Under no circumstances can Chromaviso be held responsible, also not in case of gross negligence, consequential loss, loss of profits, consequential damages or any other type of indirect loss.
10. PAYMENT TERMS AND PROPERTY RIGHTS
10.1 Invoices from Chromaviso must be paid within twenty (20) days as of invoice date or according to the payment terms specified in the offer/order confirmation.
10.2 In case of non-adherence to this payment deadline, Chromaviso has the right to charge a fee and interest on overdue payments in accordance with the Danish Late Payment of Commercial Debts (Interest) Act.
10.3 The purchaser must not withhold payments or set off any payments related to alleged outstanding claims against Chromaviso which have not been approved by Chromaviso. In case of such action, all the purchaser's remedies for breach of contract are voided.
10.4 The sold products remain the property of Chromaviso until they have been paid in full.
11. FORCE MAJEURE
11.1 The following situations lead to freedom from responsibility for Chromaviso, if such circumstances arise after having entered into the contract and hinder or delay the fulfilment of the contract:
11.2 War and mobilisation, riots and violence, natural catastrophes, strikes and lockouts, shortage of goods and delays or deficiencies related to deliveries from subcontractors, fire, lack of transport options, currency restrictions, import and export restrictions, or any other circumstances beyond Chromaviso’s control.
11.3 In such cases, Chromaviso has the right to annul the order completely or in parts, without such action being considered a breach of contract, or to deliver the products as and when the hindrance is no longer present. Should clause 11.2 give rise to price increases on cost prices, Chromaviso is likewise entitled to increase the price to the customer.
12. VIOLATION OF INTELLECTUAL PROPERTY RIGHTS
12.1 If a competent tribunal rules that a product, or one or more parts of a product, violates the patent, utility model, pattern or any other intellectual property right of a third party, Chromaviso may choose to
(a) procure a right for the customer and the customer's customers to keep using the products,
(b) exchange the products for non-violating products,
(c) alter the products, or, if such an alteration does not require special knowledge, deliver parts to the customer that allow the customer to alter the products at the customer’s own cost in order to avoid a violation, or
(d) recall the products. If Chromaviso decides to recall the products, and if the products were delivered to the customer within the preceding three years, Chromaviso will pay back the purchase sum pertaining to those products to the customer, deducting a reasonable sum based on age, usage and condition. If the products were delivered to the customer prior to the preceding three years, Chromaviso is not obliged to offer a refund. Art. 12.1 constitutes Chromaviso’s maximum liability related to violation of intellectual property rights.
13. PRODUCT LIABILITY
13.1 Chromaviso can only be held responsible for property damage in accordance with the absolute rules in the Danish Product Liability Law. Chromaviso disclaims liability related to property damage based on any other claim. Chromaviso’s liability does not include liabilities related to capital loss, including consequential loss, loss of time, loss of income or similar indirect losses.
13.2 To the extent that Chromaviso can be held responsible for damages and losses towards a third party in terms of product liability, for which Chromaviso is not responsible towards the purchaser according to art. 13.1, the purchaser is obliged to indemnify Chromaviso.
13.3 The purchaser must inform Chromaviso in writing and without undue delay if the purchaser obtains information about circumstances that support product liability for Chromaviso.
13.4 The seller is obliged to accept a trial against him/her at the same court that might be handling a trial against Chromaviso regarding product liability. However, Chromaviso may decide to have the internal relationship between the purchaser and Chromaviso tried in accordance with art. 16.
14.1 Customers who purchase electrical and electronic equipment from Chromaviso for the purpose of resale within the European Union are responsible for providing means of waste management and disposal in accordance with valid national laws and the EU commission and council directive 2002/96/EU, dated January 27th, 2003, on waste electrical and electronic equipment (WEEE).
15.1 If one or more of the provisions specified in these terms turn out to be invalid or unenforceable, this will not affect the other provisions. In such a case, the relevant provision or provisions must be exchanged for one or more similar valid and enforceable provisions that must be as similar as the invalid provision or provisions, and their legal status, as possible.
16. VENUE AND APPLICABLE LAW
16.1 Any dispute arising as a result of the parties’ agreement, including these sales and delivery terms, and questions regarding
product liability, must be tried according to Danish laws. However, the Danish international private law, including CISG, does not apply.
16.2 Chromaviso’s competent court has been agreed upon as venue. Alternatively, Chromaviso may at any time decide to file a lawsuit against the purchaser at the purchaser’s competent court or demand that a dispute must be tried through arbitration following the rules of the Danish Institute of Arbitration. Both parties have the right to choose an arbitrator and the court of arbitration must be located in the Danish city of Aarhus.