Valid from 25 January 2021
1. GENERAL
These general sales conditions apply to all deliveries of goods and services from Autronica Fire and Security A/S (Autronica), unless otherwise agreed to in advance in writing by Autronica. The general sales conditions supersede all other documents concerning goods and services, including Buyer’s purchasing conditions if any.
The general conditions are only subject to changes upon both parties’ mutual written acceptance.
The following terms have the following meanings:
“Contract” means the specific written agreement for the sale of goods, services and subscriptions by Autronica to Buyer or, if there are none, Autronica’s quotation and, when applicable, the written confirmation of order (in either case including their appendixes).
“FAT” means Factory Acceptance Tests.
“Party”/”Parties” refers to Autronica and/or Buyer.
“Buyer” means the company, entity or individual described in the Contract.
“Specifications” means the technical definition and/or description stipulated in the Contract or, in the absence of such stipulation and for all aspects not covered, Autronica’s technical definition and/or description in force at the date of the Contract.
2. SCOPE OF DELIVERY
The scope of supply and execution are specified in Autronica’s order confirmation. Goods or services not covered in the order confimation will be charged additionally.
For software subscription services such as, but not limited to, AutroMaster, the additional terms in Annexes I-IV apply.
3. DRAWINGS AND TECHNICAL DOCUMENTATION
All drawings and technical documentation, relating to the goods or their manufacturing, installation or commissioning submitted by Autronica, prior or subsequent to the formation of the Contract remains the property of Autronica and shall not, without the written consent of Autronica, be used for any other purpose than that for which they were provided. They may not, without the consent of Autronica, otherwise be used or copied, reproduced, transmitted, or communicated to a third party (except to the end customer of the goods as disclosed by Buyer and agreed to in the Contract) or be used for the manufacture, design or any other unauthorized purpose.
At any time before the delivery of Autronica’s final drawings to Buyer, Autronica reserves the right to make any necessary alterations to the drawings and technical documentation without prior notice.
All weight data shall be considered as approximate indications only, unless expressly confirmed as binding by Autronica.
Autronica shall, within the time specified in the Contract, provide information and drawings necessary to permit Buyer to operate and maintain the goods. Such information and drawings must be supplied in the number of copies agreed upon in the Contract or at least one copy of each. Autronica is not obliged to provide manufacturing drawings for the goods or for spare parts. Unless agreed otherwise by the parties, the information and drawings are available in Norwegian or English.
4. PRICES
Unless otherwise stated in the Contract, all prices are EXW Hvidovre, Denmark (INCOTERMS 2020), listed in the valid currency, excluding value added tax, general tax and all other applicable tax. All prices are based upon the import, tax and duty regulations, which are in force on the date of the contract being signed. Special packaging specifically required by Buyer is not included in the price. The price is further based on prices of materials in effect as of the date of the Contract and is subject to change due to increases in material costs related to tariffs, import duties, trade policy, epidemics, market conditions, or the foreign exchange rate.
Autronica reserves the right to increase the price by the amount of increased costs due to changes or corrections by Buyer from the Specifications, information, or terms and conditions on which the Contract was based, or due to interruptions, delays, errors, or mistakes affecting the installation or commissioning for which Autronica is not responsible.
Orders below DKK 500,00 excl. VAT are subject to a handling fee.
5. PAYMENT
Partial deliveries are to be invoiced and paid for accordingly upon delivery.
Unless otherwise agreed, all payments shall be made in DKK and invoices are due payment within 14 days from the invoice date. Invoices that are not paid at due date is charged a 1% interest per started month accrues, starting from the due date. A compensation fee at DKK 310.00 is charged at first payment reminder. All costs associated with recovery of unpaid amounts, including attorney’s fees, will be charged to Buyer.
If Buyer is not able to or will not collect the delivery, Buyer will be invoiced as if the delivery has taken place. If the delivery cannot be invoiced, interest will accrue.
Autronica has the right to postpone any future order confirmation or delivery until full payment of any due amount is made.
6. VALIDITY
Submitted offers are valid for 30 days from date of issue and are subject to confirmation by Autronica at the time of their acceptance by Buyer.
7. TIME OF DELIVERY
Time of delivery is indicated by Autronica in the order confirmation / delivery contract. If a delivery is dependent on information from Buyer, and if that information is not provided within the agreed time, Autronica is free to set a new time of delivery.
8. TERMS OF DELIVERY
All deliveries are made according to INCOTERMS 2020. Unless otherwise specified, the goods are delivered EXW Hvidovre, INCOTERMS 2020. Other terms of delivery must be agreed upon in advance in writing. Buyer is responsible for informing Autronica if the delivery address differs from the invoice address. Buyer is responsible for having insurance in place, at Buyer’s cost.
The goods are delivered and marked in accordance with Autronica’s standard practice unless specific packaging, labelling, marking or mean of transportation is agreed upon advance in writing.
9. SECURITY FOR UNPAID PURCHASE
Ownership of the goods pass to Buyer when payment is made in full. The goods shall be stored in such a way that there is no doubt concerning the retention of title. Buyer must not pledge such goods and the goods shall not be subject to other preferential rights.
10. TRANSFER OF RISK
Responsibility and risk related to the goods is transferred to Buyer in accordance with the INCOTERMS 2020 regulations.
11. RETURN OF GOODS/CANCELLATION OF ORDERS
Return of goods will only take place upon Autronica’s in advance written approval, at Buyer’s risk and cost. Return of goods will only be considered accepted by Autronica if presented by Buyer within three – 3 – months after finalization of the project or after delivery of single orders. In case of return of standard stock goods, unopened or in unused state, up to 80 % of the invoiced value will be credited Buyer.
If pressing circumstances make it necessary for Buyer to cancel the order and Autronica approves this in writing, Autronica has the right to invoice a cancellation fee, calculated in relation to the extent the goods are finished, nevertheless subject to a minimum fee equal to 20 % of the value of the total delivery, with a minimum charge of 3000 DKK.
Goods that is specially adapted for a customer order cannot be returned.
By return of goods approved in writing by Autronica, freight is to be paid by Buyer. In case of repair or return of goods under warranty, Autronica will handle this according to the CPT (INCOTERMS 2020). Unless instructed otherwise by Autronica, the replaced parts shall be returned by Buyer to Autronica for inspection.
12. FACTORY ACCEPTANCE TEST (FAT) AND COMMISSIONING
Testing of goods before shipment through FAT, when agreed upon the Contract, is carried out in Autronica’s facilities, in accordance with Autronica’s test procedure.
Additional tests may be agreed upon by the parties in the Contract. The costs of these tests are borne by Buyer, unless specifically agreed otherwise.
Autronica shall notify Buyer of the date and location of the FAT within reasonable time to enable Buyer to be present, if Buyer wishes to be present or represented. If Buyer chooses not to be represented at the FAT, Autronica shall send Buyer a copy of the test report, which is final and binding.
If, on carrying out the FAT, any of the goods fail to meet the Specifications, Autronica shall take all steps reasonably required to remedy the defects. Unless the defect is insignificant, new tests of the defective goods shall be carried out if reasonably requested by Buyer.
Buyer bears all travelling and accommodation expenses of its representatives in connection with the FAT and shall comply with all applicable confidentiality and health and safety rules when at the premises of Autronica or its suppliers.
In the absence of a FAT as described above, Buyer shall examine the goods within a reasonable time and no later than thirty (30) days after receipt, and inform Autronica immediately in writing of all defects and deficiencies for which Autronica is responsible. If Buyer omits to do so, the goods are deemed to have been accepted.
Final inspection and any commissioning of delivered equipment is to take place in accordance with Autronica’s technical documentation relevant to the delivered goods, or according to special written agreement.
If special classification certificates not held by Autronica are required for a special delivery, the cost of providing these will be invoiced Buyer at full cost.
13. CLAIMS AND DEFECTS
Buyer is committed to make an inspection of the goods immediately after receiving them. Any claim has to be made in writing immediately when the fault is, or ought to have been, noticed – and regardless of reason – at the latest 14 days following receipt of the goods.
Upon a lacking claim or complaint, Buyer cannot at a later point claim any defect which could have been established by a thorough examination of the Goods.
Errors or defects which could not be established by the examination immediately after delivery must be claimed without groundless delays.
Buyer must complain within 24 months from delivery at the latest. Buyer loses any right to complain after expiry of the 24 months.
Buyer can demand a delivery of substitute goods or repair of the defect Goods. Autronica decides whether the defect should be corrected by means of repair or substitution.
If Buyer seeks help outside Autronica’s normal working hours, Autronica will attempt to meet this request, given that Buyer pays current response fee and overtime pay.
Buyer cannot demand a proportionate discount or compensation for delivery of defect Goods, and Buyer is not entitled to null the agreement with Autronica because of such defects.
Autronica accepts no legal responsibility if the delivered Goods are used in any other way than the intended manner.
Autronica reserves the right to make any changes or improvements in its product portfolio without being obliged to undertake replacements in products sold.
Buyers right to complain shall be void if the goods are not or incorrectly; stored, installed, used or maintained in accordance with Autronica’s instructions and common practice relevant for these goods.
Autronica shall have no liability upon modification or alteration of the goods without Autronica’s prior written authorization.
Except for Buyers right to complain, Autronica is not responsible of any loss or damages, occurred directly or indirectly or fault or defects in the goods and/or services delivered by Autronica.
14. LIMITATION OF LIABILITY
Autronica will indemnify Buyer against liability or loss incurred by Buyer for bodily injury, death of a person, or property damage to the extent caused directly by the goods or the negligence of, or breach of Contract by Autronica during the performance of the work, but not to the extent that the loss or liability was caused by others.
Notwithstanding anything to the contrary in these terms or in any quotation, purchase order or Contract and to the fullest extent permitted by law, the aggregate liability of Autronica and its affiliates, officers, employees and representatives to Buyer, whether in contract, tort (including negligence) or otherwise, is limited to the price stipulated in the Contract and shall exclude any indirect, consequential, special or economic loss, loss of profit, loss of use, loss of contracts, cost liability, damages or expenses howsoever arising. Autronica will not be liable to Buyer for any breach of its obligations unless written notice of the claim is given to Autronica within one (1) year of Buyer having notice of the event forming the basis for the claim.
If a claim for damages is lodged by a third party against one of the parties, the latter Party shall forthwith inform the other Party in writing.
15. COMPLIANCE WITH EXPORT CONTROL REGULATIONS
If Buyer transfers goods (hardware and/or software and/or technology as well as corresponding documentation, regardless of the mode of provision) delivered by Autronica or services (including all kinds of technical support) performed by Autronica to a third party, Buyer shall comply with all applicable national and international (re-) export control regulations of Denmark, the European Union and of the United States of America.
Prior to any transfer of goods, works and services provided by Autronica to a third party, Buyer shall in particular check and guarantee by appropriate measures that:
there will be no infringement of an embargo imposed by the European Union, by the United States of America, and/or by the United Nations by such transfer, by brokering of contracts concerning those goods and services or by provision of other economic resources in connection with those goods, works and services, also considering the limitations of domestic business and prohibitions of by-passing those embargos;
such goods and services are not intended for use in connection with armaments, nuclear technology or weapons, if and to the extent such use is subject to prohibition or authorization, unless required authorization is provided;
the regulations of all applicable Sanctioned Party Lists of the European Union and the United States of America concerning the trading with entities, persons and organizations listed therein are considered.
If required to enable authorities or Autronica to conduct export control checks, Buyer, upon request by Autronica, shall promptly provide Autronica with all information pertaining to the particular end customer, the particular destination and the particular intended use of goods and services provided by Autronica, as well as any existing export control restrictions.
Buyer shall indemnify and hold Autronica harmless from and against any claim, proceeding, action, fine, loss, cost, and damages arising from or relating to any non-compliance with export control regulations by Buyer, and Buyer shall compensate Autronica for all losses and expenses resulting thereof.
16. PROTECTION OF PERSONAL INFORMATION AND PRIVACY
Both parties agree that in the execution and the administration of the Contract, Personal Information of either Party will be processed, for invoicing and contract management purposes, in accordance with the Data Privacy Laws.
If a Party provides the other Party with any Personal Information, it will ensure that it has the legal right to do so, including obtaining consent and providing notice to the individuals whose personal information it has provided to the other, if needed.
Autronica has a privacy notice for websites which describes Autronica’s practices related to personal information collected through its websites, unless there is a separate privacy notice for the website or mobile application. Autronica also has a separate General Privacy Notice that covers personal information that Autronica may collect and process separate and apart from its websites and mobile applications.
17. TRAINING
Instruction in the use of Autronica products beyond those existing in Autronica’s standard documentation is not part of the standard delivery. Any such training/course must be specially agreed upon.
18. FORCE MAJEURE
No Party shall be in breach of any of its obligations or be liable to the other Party if it fails to perform or delays the performance of an obligation as a result of circumstances reasonably out of its control, including but not limited to, strikes, industrial disputes, fire, natural disasters, war, insurrection, vandalism, sabotage, invasions, riots, national emergencies, piracy, hijacking, acts of terrorism, embargoes or restraints, extreme weather or traffic conditions, temporary closures of roads, legislation, regulation, order or other act of any government or governmental agency.
The Party claiming to be affected by force majeure must notify the other Party in writing without delay on the intervention and cessation of such circumstance.
If force majeure prevents Buyer from fulfilling its obligations, it shall compensate Autronica for expenses incurred in manufacturing, delivering, securing and/or protecting the goods.
If the force majeure lasts longer than six (6) months, both parties are authorized to rescind the agreement by a written declaration.
19. DISPUTES, APPLICABLE LAW
All disputes and disagreements regarding understanding of current conditions should be settled according to the Danish law and finally and binding decided through arbitration in Copenhagen.
In the event of a dispute, every Party has the right to demand having a court of arbitration appointed. The Party which desires to have a question decided with arbitration, must appoint an arbitrator, and by a letter of recommendation encourage the other Party to appoint his arbitrator within 14 days. The letter shall also contain a short description of which question(s) are desired judged by the arbitration. If the other Party has not appointed an arbitrator within the mentioned deadline, this will be appointed by the president of the Danish “Sø- og Handelsretten”.
The arbitrator of the Parties will jointly appoint an umpire who will act as the foreman of the court of arbitration. In the event that an umpire cannot jointly be chosen, the appointed arbitrators will together consult the president of the Danish “Sø- og Handelsretten” with a request that the president after initial discussion with the Parties appoint an umpire who will act as an arbitrator for the court of arbitration.
The court of arbitration will make a decision in the dispute according to the current Danish Law and will themselves settle the rules for the trial according to the general principles of the administration of justice.
ANNEX 1: Specific terms and conditions for subscription services
ANNEX 2: End user license agreement
ANNEX 4: Data processing and transfer agreement