Unless otherwise expressly agreed in writing, these general terms and conditions shall apply on all sales performed by any selling company within the Saveen & Werner group (hereinafter referred to as “Seller”) and the buyer (hereinafter referred to as “Buyer”) regarding the sale and delivery of product(s) (hereinafter referred to as the “Product”), via order/order confirmation or a written agreement. Any such agreement for sale shall hereinafter be referred to as the “Agreement”).
Orders
1. Validity of offers
Unless otherwise is specified in Seller’s offer, the offer is open for acceptance within thirty (30) days after its date of issue.
2. Binding Agreement and prices
A binding agreement shall be deemed concluded when Seller has sent a written order confirmation to Buyer or when Seller and Buyer have entered into a written agreement for the sale and purchase of Products.
All prices are stated exclusive of value added tax. Should, after entering into an Agreement, changes in the exchange rates, taxes, duties or other governmental charges as well as any material and unforeseen costs for raw material, transportation or wages occur, which affect Seller’s costs for providing the Product, Seller shall have the right to change the price accordingly.
Delivery and delay
3. Delivery time
Delivery shall be made as agreed. Unless otherwise agreed, the delivery timed stated in Seller’s order confirmation shall apply.
Delivery can be made via partial deliveries.
4. Delivery terms
Delivery shall be made pursuant to the agreed INCOTERM and delivery place. Where no delivery terms have been agreed, delivery shall be made Ex Works pursuant to the INCOTERMS applicable at the time of execution of the Agreement.
5. Damage in transport
Any visible damage on packaging at delivery shall be notified by Buyer to the driver of the carrier. Buyer is responsible to ensure that the damage is registered on the waybill before the delivery is confirmed as received by Buyer. Furthermore, Buyer is responsible to keep relevant packaging material, address note and any freight pallet received with the damaged delivery.
If the Product was damaged during transport, Buyer shall also report this with Seller’s customer service without delay, however not later than within five (5) working days from the receipt of the delivery.
6. Buyer’s obligation to take receipt of the Product
Buyer shall take receipt of the Product on the agreed delivery date. If Buyer fails to take receipt of the Product, Buyer shall nevertheless make payment as though delivery had taken place. Seller shall ensure that the Product is stored at Buyer’s risk and expense. Seller shall be entitled to terminate the Agreement where Buyer’s delay in taking receipt of the Product is unreasonable.
7. Product acceptance
The Product shall be deemed finally accepted upon delivery unless the Agreement specifies acceptance based on successful Site Acceptance Testing (SAT). SAT shall be conducted in accordance with the SAT documentation provided for in the Agreement or, in the absence of such materials, in accordance with Seller’s established practices.
Save for when SAT shall be conducted, Buyer shall without unreasonable delay after delivery has taken place check that the Product supplied conforms to the characteristics specified in the Agreement.
8. Remedies in the event of delay
If delivery cannot take place within the agreed time of delivery Seller shall have the right to extend the agreed time of delivery with the reasonable time required.
Should the extension of the time of delivery exceed two (2) weeks, Buyer is entitled to cancel the relevant order, provided that the cancellation is made in writing within five (5) days from the time Buyer has been notified of the new delivery time, save for when the delayed delivery is due to force majeure. Should Buyer not cancel the contract within the stipulated time, the new delivery time stated by Seller shall apply.
Cancellation of the relevant order shall be Buyer's sole remedy at delay in delivery and Buyer shall not be entitled to damages, penalty, remuneration or other compensation, unless a separate written agreement to that effect has been entered into between Seller and Buyer. Under no circumstances shall Buyer be entitled to compensation for any indirect or consequential damages, costs or losses due to delay in delivery.
9. Force majeure
Should any of Seller’s obligations be prevented, obstructed or delayed due to force majeure, Seller shall be relieved of all liability for the fulfilment of such obligation until the obstacle has been removed or overcome and, if it continues for more than three (3) consecutive months, both parties shall be entitled to terminate the Agreement.
The term force majeure means all causes which are wholly or partly beyond the reasonable control of Seller at the time of the conclusion of the Agreement. The term shall include, but not be limited to,
war or warlike situations, civil war, military mobilisation or military conscription of a similar scope, revolt and riot, terrorism, sabotage, fire, flood, natural disaster, epidemic, pandemic, break-down of means of transport/communication, discontinuation of the supply of energy, strike, lockout or other general or local industrial action (notwithstanding that Seller itself is a party to the action), requisition, seizure, order by public authority, trade restrictions, payment restrictions, or currency restrictions, or circumstance comparable therewith as well as any delay in delivery on the part of any party assisting Seller in the performance of the Agreement which is caused by any such force majeure event.
Seller shall notify Buyer in the event of a risk that an obligation cannot be performed or will be delayed due to a force majeure event. In the event a force majeure event exists, the delivery time shall be extended for as long as is reasonable under the circumstances.
Payment and late payment
10. Payment terms
Unless otherwise agreed, Buyer shall make payment for the Product against Seller’s invoice not later than thirty (30) days from the date of the invoice. Seller reserves the right to require full or partial payment from Buyer in advance.
11. Late payment
If Buyer is in delay of payment, Seller shall be entitled to delay interest on the amount due at an interest rate of 1,5 % per month of delay, as from the due date until full payment is made.
Irrespective of the reason for Buyer´s failure to pay in due time, Seller shall be entitled to withhold its performance as regards further deliveries etc. for as long as such payment failure exists and subject to written notice to Buyer.
Seller may terminate the Agreement if Buyer fails to make payment within three (3) months of the due date or if it is clear that Buyer will not be able to pay. In the event of termination due to Buyer’s payment failure, Seller shall be entitled to damages for any loss suffered as result hereof.
12. Repossession
Seller is the owner of the Product until it has been paid in full by Buyer. Seller shall be entitled to repossess the Product in the event of termination under clause 11.
Seller’s liability for defects
13. Warranty
Seller warrants that the Products will operate or perform substantially in conformance with the Agreement or the specifications provided or published by Seller and be free from defects in material and workmanship, for a period of time set forth in the Agreement or the specifications provided by Seller. If a period of time is not specified in the Agreement or in the specifications provided by Seller, the warranty period shall be one (1) year from the date of delivery, and where applicable, one (1) year from successful SAT (the “Warranty Period”).
Products supplied by Seller that are resold by Seller from another manufacturer or a third party supplier are not warranted by Seller, but Seller agrees to assign to Buyer any warranty rights in such Product that Seller may have from the manufacturer or third party supplier, to the extent such assignment is allowed by such manufacturer or third party supplier.
EXCEPT AS EXPRESSLY PROVIDED IN THIS WARRANTY STATEMENT, SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, WITH RESPECT TO THE PRODUCT, INCLUDING WITHOUT LIMITATION ALL IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.
14. Notice of defect
Buyer shall notify Seller of any defect without unreasonable delay, however not later than within two (2) weeks from the date on which the defect manifested itself, or when Buyer should have discovered the defect. The notice shall contain a description of the defect, including a photo, product model and serial/batch number (if applicable) and other relevant details of the warranty claim. Buyer will forfeit its right to make any claim in respect of a defect if Buyer has failed to notify Seller thereof in time.
Buyer shall compensate Seller for any and all labour and costs where Buyer gives notice of a defect in a Product and it is subsequently proven that there was no defect for which Seller was liable.
15. Rectification of defects
Seller agrees during the Warranty Period to rectify any defects. Seller shall be entitled to determine whether rectification will be made through repair or through replacement of the Product (redelivery). Seller shall rectify the defect promptly. Seller shall bear the costs of rectification, including the costs of troubleshooting and transport. Buyer shall bear any extra costs incurred as a result of the Product being at a location other than the delivery place. Buyer shall also be responsible for labour and costs incurred as a result of the rectification interfering in other objects/operations than the Product. The Warranty Period does not restart for products repaired during the Warranty Period.
Seller is not obligated to rectify a defect if doing so would be unreasonably burdensome, particularly in light of the costs of rectification when compared with the significance of the defect and/or the value of the Product. In such case, Buyer’s sole remedy shall be a refund of any purchase price paid.
In no event shall Seller have any obligation to make repairs, replacements or corrections required, in whole or in part, as the result of normal wear and tear, accident, disaster or event of force majeure, misuse, fault or negligence of or by Buyer.
16. Limitation of liability
Seller shall have no liability for, and Buyer shall not be entitled to any other remedies due to delay, defects and/or warranty claims beyond what is stipulated herein. This limitation of liability shall not apply if Seller has acted with gross negligence or if Seller is liable according to mandatory law. In no event shall the aggregate liability of Seller under any Agreement exceed the purchase price actually paid by Buyer to Seller with respect to the Product in question.
17. Governing law
These general terms and conditions shall be governed by the substantive law of the country where Seller is incorporated.