- These General Conditions shall apply for all deliveries from Space Inventor ApS. Modifications of or deviations from them must be agreed in writing. The objects to be supplied under these conditions are hereinafter referred to as the Products, and the customer is referred to as the Purchaser.
- All information and data contained in product brochures and price lists are binding only to the extent that they are by reference expressly included in the contract.
- Any offer made by Space Inventor ApS is non-binding. Unless otherwise agreed in writing an offer from Space Inventor ApS shall only be regarded as a basis for a contract within 30 days starting from the posting date of the offer.
- An offer does not constitute a binding contract or agreement. On acceptance of the offer by the Purchaser, the parties will enter into a written mutually signed and binding contract, based on the General Delivery Conditions as given in this document.
- Offers do not include any expenses to cover taxes or customs tariffs, which, if applicable, are to be paid by the Purchaser.
- Offers made by Space Inventor ApS may contain drawings, technical documentation and information of commercial value. The offer and any associated information shall be treated as confidential by the Purchaser and may not be disclosed in any way to a third party without explicit written consent from Space Inventor ApS.
DRAWINGS AND DESCRIPTIONS
- All drawings and technical documentation relating to the Product or its manufacture submitted by one party to the other shall remain the property of the submitting party. Drawings, technical documentations or other technical information received by one party shall not, without the consent of the other party, be used for any other purpose than integration, commissioning, operation or maintenance of the Product. These may not, without the written consent of the submitting party, otherwise be used or copied, reproduced or communicated to a third party.
DELIVERY, PASSING OF RISK
- Any agreed trade term shall be in accordance with the INCOTERMS in force at the formation of the contract. If no trade term is specifically agreed the delivery shall be EXW.
TIME FOR DELIVERY, DELAY
- If the parties, instead of specifying the date for delivery, have specified a period of time on the expiry of which delivery shall take place, such period shall start to run as soon as the contract is entered into, all official formalities have been completed, payments due at the formation of the contract have been made, any agreed securities have been given and any other preconditions have been fulfilled.
- If Space Inventor ApS anticipates that it will not be able to deliver the Product at the time for delivery, he shall forthwith notify the Purchaser thereof in writing, stating the reason, and if possible, the time when delivery can be expected.
- If delay in delivery is caused by any of the circumstances mentioned in Clause 35 or by an act or omission on the part or of the Purchaser, including suspension under Clause 18, the time for delivery shall be extended by a period which is reasonable having regard to the circumstances in the case. This provision applies regardless of whether the reason for delay occurs before or after the agreed time for delivery.
- If the product is not delivered at the time for delivery the Purchaser is not entitled to liquidated damages unless otherwise agreed in writing. If the Product is not delivered at the time for delivery the Purchaser may in writing demand delivery within a final reasonable period of time, which shall not be
less than 6 weeks. If Space Inventor ApS does not deliver within such final period and this is not due to any circumstance for which the Purchaser is responsible, then the Purchaser may by notice in writing to Space Inventor ApS terminate the contract.
- Termination of the contract under Clause 12 is the only remedy available to the Purchaser in case of delay on the part of Space Inventor ApS. All other claims against Space Inventor ApS based on such delay shall be excluded, except where Space Inventor ApS has been guilty of gross negligence. In these General Delivery Conditions gross negligence shall mean an act or omission implying either a failure to pay due regard to serious consequences, which a conscientious Space Inventor ApS would normally foresee as likely to ensue, or a deliberate disregard of the consequences of such act or omission.
- If the Purchaser anticipates that he will be unable to accept delivery at the delivery time, he shall forthwith notify Space Inventor ApS thereof stating the reason, and, if possible, the time when he will be able to accept delivery. If the Purchaser fails to accept delivery at the delivery time he shall nevertheless pay any part of the purchase price which becomes due on delivery as if delivery had taken place. Space
Inventor ApS shall arrange for storage of the product at the risk and expense of the Purchaser. Space Inventor ApS shall also, if the Purchaser so requires, insure the Product on the Purchaser’s expense.
- Unless the Purchaser’s failure to accept delivery of the Product is due to any circumstances as mentioned in Clause 35, Space Inventor ApS may by notice in writing require the Purchaser to accept delivery within a final reasonable period. If, for any reason for which Space Inventor ApS is not
responsible, the Purchaser fails to accept delivery within such period, Space Inventor ApS may by notice in writing terminate the contract in whole or in part. Space Inventor ApS shall then be entitled to compensation for the loss he has suffered by reason of the Purchaser’s default. The compensation shall not exceed that part of the purchase price, which is attributable to that part of the Product in respect of which the contract is terminated.
- Unless otherwise agreed, the purchase price shall be paid with one half at the formation of the contract and the final payment at Space Inventor ApS’s notification of readiness to ship the Product. For contracts with a total price of less than 100,000.00€ the whole amount is due in one installment to be paid at the formation of the contract.
- Whatever means of payment used, payment shall not be deemed to have been effected before Space Inventor ApS‘s account has been fully and irrevocably credited.
- If the Purchaser fails to pay by the stipulated date, Space Inventor ApS shall be entitled to interests from the day on which payment was due. The rate of interest shall be as agreed between the parties. If the parties fail to agree on the rate of interest, it shall be 8 percentage points above the main refinancing facility of the Central European Bank in force on the due date of payment. In case of late payment Space Inventor ApS may, after having notified the Purchaser in writing, suspend his performance of the contract until he receives payment. If the Purchaser has not paid the amount within three months Space Inventor ApS shall be entitled to terminate the contract by notice in writing to the Purchaser and to claim compensation for the loss he has incurred. The compensation shall not exceed the agreed purchase price.
- The Product shall remain the property of Space Inventor ApS until paid for in full to that such retention of property is valid under the applicable law. The Purchaser shall at the request of Space Inventor ApS assist him in taking any measures necessary to protect Space Inventor ApS ‘s title to the Product in the country concerned. The retention of title shall not affect the passing of risk under Clause 8.
- Payment must be made in Euro to the bank account indicated by Space Inventor ApS on the invoice and at the latest 15 days after the billing date stated on the invoice, unless otherwise explicitly agreed in the contract.
ACCEPTANCE PROCEDURES AND LIABILITY FOR DEFECTS
- Pursuant to the provisions of Clauses 20-34 inclusive, Space Inventor ApS shall remedy any defect resulting from faulty design, materials or workmanship. Since generally the products are provided to be used for a development project undertaken in a research environment by the Purchaser and the products are to be integrated into a system that includes Purchaser furnished parts that are not qualified by Space Inventor ApS prior to integration a general guarantee cannot be provided by Space Inventor ApS covering the delivered products.
- Space Inventor ApS ‘s liability is limited to defects which appear within 15 days from delivery at the purchasers premises. Within this period the Purchaser is obliged to carry out any acceptance test procedure as is deemed necessary to verify the function and quality of the delivered products.
- The Purchaser shall without undue delay notify Space Inventor ApS of any defects, which appears. Such notice shall under no circumstances be given later than 5 days after the expiry of the period given in Clause 22. Where the defect is such that it may cause damage, the notice shall be given immediately. If the Purchaser does not notify Space Inventor ApS of a defect within the time-limits set forth in this Clause, he shall lose his right to have the defect remedied.
- On receipt of the notice in writing under Clause 23 Space Inventor ApS shall free of charge deliver all necessary spare parts that will allow the Purchaser to remedy the defect or accept to replace the faulty product. The Purchaser shall bear all other costs in connection with the repair. Unless otherwise agreed, necessary transport of parts for the Product in connection with the remedying of defects for which Space Inventor ApS is liable shall be at the risk and expense of Space Inventor ApS.
- If the Purchaser has given such notice as mentioned in Clause 23 and no defect is found for which Space Inventor ApS is liable, Space Inventor ApS is entitled to compensation for the costs he has incurred as a result of the notice.
- The Purchaser shall, at his own expense arrange for any dismantling and reassembly of equipment other than the Product, to the extent that this is necessary to remedy the defect.
- Unless otherwise agreed, the Purchaser shall bear any additional costs which Space Inventor ApS incurs for repair, dismantling, installation and transport as a result of the Product not being located in a place other than the place of delivery.
- Defective parts, which have been replaced, shall be made available to Space Inventor ApS and shall be his property.
- Where the defect has not been successfully remedied,
- The Purchaser is entitled to a reduction in the purchase price in proportion to the reduced value of the Product, provided that under no circumstances shall such reduction exceed 20% of the purchase price.
- When a defect in a part has been remedied, Space Inventor ApS shall be liable for defects in the repaired or replaced part under the same terms and conditions as those applicable to the original product.
- If the products explicitly developed for this contract are found not to conform to the agreed specifications for performance and quality then the customer and Space Inventor ApS shall within 10 days mutually agree on a set of actions to remedy the defect(s) including potential delivery of an updated compliant product. If within two months from agreement on the remedy actions the defect(s) remains the customer will be entitled to a reduction in the purchase price in proportion to the reduced value of the Product, but not exceeding 20% of the product price including non-recurrent engineering quoted for the product.
- Space Inventor ApS is not liable for defects arising out of materials provided by, or a design stipulated by the Purchaser.
- Space Inventor ApS is only liable for defects, which appears under the conditions of operation provided for in the contract and under proper use of the Product. Space Inventor ApS’s liability does not cover defects, which are caused by faulty maintenance, incorrect installation or faulty repair by the Purchaser, or by alterations carried out without Space Inventor ApS‘s consent in writing. Finally, Space Inventor ApS‘s liability does not cover normal wear and tear or deterioration.
- Save as stipulated herein Space Inventor ApS shall not be liable for any defects. This appears to any loss the defect may cause including loss of production, loss of profit and other indirect loss.
DIVISION OF LIABILITY FOR DAMAGE CAUSED BY THE PRODUCT
- Space Inventor ApS shall not be liable for any damage to property caused by the Product after it has been delivered and whilst it is in the possession of the Purchaser. Nor shall Space Inventor ApS be liable for any damages to products manufactured by the Purchaser, or to products of which the Purchaser’s products form a part.
- If Space Inventor ApS incurs liability towards any third party for such damage to property as described in the preceding paragraph, the Purchaser shall indemnify, defend and hold Space Inventor ApS harmless. If claims for damage as described in this Clause are lodged by a third party against one of the parties, the latter party shall forthwith inform the other party thereof in writing. Space Inventor ApS and the Purchaser shall be mutually obliged to let themselves be summoned to the court or arbitral tribunal examining claims for damages against one of them on the basis of damage allegedly caused by the Product.
- Either party shall be entitled to suspend performance of his obligations under the contract to the extent that such performance is impeded or made unreasonably onerous by any circumstance normally referred to as Force Majeure. A circumstance referred to in this Clause, which had occurred prior to the formation of the contract shall give right to suspension only if its effect on the performance on the contract could not be foreseen at the time of formation of the contract.
- The party claiming to be affected by Force Majeure shall notify the other party in writing without delay on the intervention and on the cessation of such circumstances. If Force Majeure prevents the Purchaser from fulfilling his obligations, he shall compensate Space Inventor for expenses incurred in securing and protecting the Product.
- Regardless of what might otherwise follow from these General Conditions either party shall be entitled to terminate the contract by notice in writing to the other party if performance of the contract is suspended under clause 35 for more than six months.
- Same as elsewhere stated in these conditions there shall be no liability for either party for loss of production, loss of profit, loss of use, loss of contracts or for any consequential, economic or indirect loss whatsoever.
IMPORT AND EXPORT
- The Purchaser is responsible for investigating if an import permit is required in order to import the Product to the country of delivery and if so, the Purchaser is responsible for providing such prepared documents to Space Inventor ApS in due time. Any expense required to obtain such permit must be covered by the Purchaser.
- Prior to entering into a contract with the Purchaser Space Inventor ApS is responsible for investigating if any export permit is required in order to export the Products to the country of delivery. If the costs for executing export procedures are expected to be significant, Space Inventor ApS reserves the right to include compensation costs for Space Inventor ApS’s efforts in the contract regardless of any offer given.
- The Purchaser is required to pay any applicable taxes and customs tariffs required to deliver the Products.
INTELLECTUAL PROPERTY RIGHTS
- The technical design described by the Product and associated documents delivered by Space Inventor ApS will remain the intellectual property of Space Inventor ApS and/or its contractors.
- Under no circumstances is the Purchaser authorized to sell or in any other way make available to a third party products built from or derived from the Product or documents delivered.
- Any documents provided in relation to the delivery and the contents thereof must not be disclosed to any third party, nor be used for any unauthorized purpose. Legal action will be taken in the event of contravention.
DISPUTES AND APPLICABLE LAW
- Any disputes under or in connection with this CONTRACT or its validity shall be exclusively settled in the courts of the city of Aalborg, Denmark. The related fees shall be paid by the party who lost the case, unless otherwise specified by the court
- The parties shall ensure that disclosures under the contract are not contrary to the laws and regulations of their respective countries and shall be subject to all applicable government security requirements and export regulations binding upon the parties.
- The contract shall be governed by and be construed and take effect in all respects in accordance with the laws of Denmark.