1.1 The Seller’s quotation is only valid at the time of order placement in Loevschall A/S's e-commerce system. After this period expires, the Seller's offer automatically terminates. The Seller’s offer may also expire if a delivery is sold out or if delivery conditions change, for example, from a subcontractor.

1.2 The Seller reserves the right to make changes to the delivery up until the time of delivery, but guarantees at least an equivalent service.

1.3 The Buyer can only rely on the terms in these conditions or in any individual agreement between the parties. Information provided orally by the Seller, on the internet, in brochures, etc., is therefore not relevant for assessing the delivery.

1.4 An order is binding only when it has been accepted by the Seller with an order confirmation via email, fax, or SMS.

2. PRICES AND DELIVERY

2.1 Prices are listed in the Seller’s current price list in the e-commerce system or in the issued order confirmation. All prices are excl. VAT and excl. delivery costs. All orders are subject to delivery costs as stated in the order.

2.2 Delivery is made according to DDP to the customer’s address (Incoterms 2020). The Buyer pays for the delivery according to the applicable delivery costs as stated in the order.

2.3 Delivery times are stated with reservations for potential delays from subcontractors. If the Seller is informed that a delay from a subcontractor will occur or considers it likely, the Buyer will be immediately notified of the expected new delivery time.

3. DELAY

3.1 In the event of a significant delay on the part of the Seller, the Buyer has the right to cancel the purchase. However, if continuous delivery has been agreed upon, the Buyer only has the right to cancel the delayed partial delivery.

3.2 The Seller cannot under any circumstances be held liable for the Buyer’s indirect loss due to a delayed or failed delivery. The Seller can also only be held liable for direct loss if it is a significant breach of contract on the part of the Seller, provided that the Buyer can prove that they suffered a loss as a result of the delay.

4. FREIGHT, INSURANCE, ETC.

4.1 The prices stated in the quotation are Ex. Works (Incoterms 2020) and exclude costs for freight, shipping, insurance, packaging, installation, VAT, and any government fees, see section 2.2. Changes in exchange rates, fees, insurance, freight, and purchase costs mean that the Seller may adjust the prices.

5. PAYMENT

5.1 The Seller’s payment terms are 8 days from the invoice date unless otherwise agreed in writing.

5.2 If the Buyer does not pay by the due date and the delay is not due to the Seller, the Seller has the right to charge late payment interest from the due date according to the interest rate of the National Bank of Denmark at the time and to demand payment for all invoiced and delivered goods, regardless of previously agreed credit terms.

6. RETENTION OF TITLE AND SECURITY

6.1 The Seller retains ownership of the sold goods, regardless of whether delivery has been made, until the entire purchase price and any interest/fees have been paid.

6.2 The Seller has the right, at any time, in connection with or after the conclusion of the agreement, to demand satisfactory security for the Seller’s total costs in connection with the agreement.

7. CANCELLATION AND MODIFICATION OF ORDER

7.1 After the Seller has sent an order confirmation to the Buyer, the Buyer has no right to change or cancel the order.

7.2 If the Buyer still chooses to cancel the order, the Buyer is obliged to compensate the Seller for the lost profit.

8. DUTY OF INSPECTION AND CLAIMS

8.1 The Buyer must immediately upon receipt or collection of the goods, and always before the goods are put into use, inspect the delivered goods to ensure they are free from defects.

8.2 If the Buyer, during their inspection of the goods, finds any defects, the Buyer must immediately notify the Seller of these. For other defects, including hidden defects that appear later, the Buyer must complain immediately after the Buyer should have discovered the defect and no later than 2 years after delivery.

8.3 If the Buyer fails to notify the Seller immediately after becoming aware of a defective product, the Buyer cannot later make these defects applicable against the Seller.

9. DEFECTS AND SHORTAGES

9.1 The Seller undertakes, within 24 months after delivery and without undue delay, to either replace or repair, at their discretion, any defects in the delivery.

9.2 However, the Seller has no obligation to remedy defects in cases where the defects are due to the delivery not being installed and/or used in full compliance with the Seller's instructions, improper or inappropriate use, modifications or technical interventions carried out without the Seller's written consent, or extraordinary climatic influences.

9.3 Wear parts and the costs of assembly and disassembly are not covered by the right to remedy.

9.4 If the Buyer wishes to make a claim regarding any defects, a written complaint must be made immediately after the defect is discovered.

9.5 After the Seller has received a complaint about a defect covered by this provision, the Seller will remedy the defect.

9.6 If the Buyer can remedy the defect themselves at their address, the Seller’s obligation to remedy according to this provision is fulfilled by sending a new or repaired part.

9.7 Defective parts replaced as described above must be made available to the Seller, unless otherwise agreed between the parties.

9.8 The Seller grants a right to remedy parts of the delivery that have been replaced or repaired, under the same terms and conditions as for the original delivery. However, the Seller's obligation to remedy does not apply to any part of the delivery 36 months after delivery to the Buyer.

10. LIMITATIONS OF LIABILITY

10.1 The Seller's liability for compensation due to defects cannot exceed the Buyer's total payment for the goods.

10.2 The Seller is not liable for indirect losses, consequential damages, operational stoppages, loss of data, and costs for restoring them, as well as loss of profit, whether due to simple or gross negligence. To the extent that the Seller can be held liable to a third party, the Buyer is obliged to indemnify the Seller to the extent that such liability exceeds the above-stated limits.

11. PRODUCT LIABILITY

11.1 The Seller is liable by law for product safety. The Seller has product liability for any personal injuries caused by the purchased goods and consequential loss in accordance with applicable legislation. Beyond this, the Seller does not assume any product liability.

12. EXEMPTION FROM LIABILITY – FORCE MAJEURE

12.1 The following circumstances result in exemption from liability when they occur after the agreement is concluded and prevent its fulfillment:

12.2 Labor conflicts, strikes, lockouts, and all other circumstances that the parties do not have control over, such as fire, epidemics, war, unforeseen military conscriptions of a similar magnitude, acts of sabotage, seizures, currency restrictions, riots and disturbances, shortage of transportation, general shortage of goods, fuel restrictions, and failures in deliveries from subcontractors or delays in such deliveries due to any of the circumstances mentioned in this section.

12.3 The party wishing to invoke any of the aforementioned circumstances must immediately notify the other party of the event that has occurred and when it is expected to cease.

12.4 Both parties have the right, by written notice to the other, to cancel the agreement when its fulfillment within a reasonable time becomes impossible due to any of the circumstances mentioned in point 12.2.

13. DISPUTE RESOLUTION

13.1 These conditions are governed by Danish law and regulations.

13.2 Any disputes or disagreements arising in connection with this agreement shall be attempted to be resolved through negotiation. If the parties fail to reach a settlement through negotiation, each party has the right to bring the matter to court under Danish law and according to these terms of sale and delivery. All disputes that cannot be resolved amicably shall be settled by the Aarhus District Court as the chosen forum, with the reservation for referral to another competent court under the rules of the procedural code.