Terms and conditions of sale and delivery

1. APPLICATION
   1.1 These terms and conditions of sale and delivery apply to all sales made by Rateco ApS, VAT no. 7095524 (hereinafter “Seller”), to the customer (hereinafter “Buyer”). This applies even if the Buyer has stated different terms during negotiations, in tender materials, or in confirmations to the Seller, as all such terms are considered waived upon the Seller’s final acceptance of the agreement, unless the Seller expressly reproduces in writing any individual terms that differ from these terms and conditions.
2. OFFER AND ACCEPTANCE
   2.1 Only written offers from the Seller are binding. Offers are valid for 6 weeks. The delivery date specified in the offer is indicative; the final delivery time will be stated in the order confirmation, subject to the Seller’s other delivery terms.
3. PRICES
   3.1 Prices in offers, order confirmations, and contracts are current and exclude VAT and taxes. The Seller reserves the right to adjust prices in the event of significant changes in purchase prices, production costs, wages, raw materials, exchange rates, freight, discount rates, customs, taxes, and similar factors, as well as events covered by force majeure.
4. PAYMENT
   4.1 Payment is due within 14 days of invoice issuance unless otherwise agreed. Failure to comply with these payment terms is considered a material breach, allowing the Seller to halt further deliveries and demand immediate payment of all amounts due.
   4.2 Late payments may incur interest at a rate of 2% per month from the due date, along with reminder and collection fees as permitted by law.
   4.3 The Buyer may not withhold or offset any invoiced amount against claims against the Seller unless such claims are acknowledged in writing by the Seller.
   4.4 Regardless of previous agreements, the Seller may require cash payment or adequate security for future deliveries if the Buyer delays payment.
   4.5 The Seller reserves the right to demand payment or a guarantee before delivery.
5. DELIVERY AND DELIVERY TIME
   5.1 Unless otherwise agreed, delivery is ex works at the address specified in the offer/order confirmation in Denmark, using standard packaging according to INCOTERMS 2020 “ex works.” The shipment is at the Buyer’s risk and expense.
   5.2 The delivery date specified in the offer is indicative; the final delivery time will be confirmed in the order confirmation. Timely delivery is considered if it occurs from 1 business day before to 1 business day after the specified date, or from 3 business days before to 3 business days after the specified delivery week. This does not apply if the delivery period is fixed in the order confirmation.
   5.3 The Buyer may not postpone the delivery period without prior agreement with the Seller.
   5.4 In the event of a delay, the Buyer must immediately file a complaint. The Buyer can cancel the purchase only if the Seller fails to deliver within 5 business days after written notice. No compensation can be claimed for delays.
   5.5 Special protection or packaging for deliveries will only be provided after separate agreement, with associated costs charged to the Buyer.
   5.6 If the Buyer does not specify a shipping method, the Seller will arrange standard safe transport at the Buyer’s expense.
   5.7 For deliveries at the Buyer’s location, goods will be delivered as close to the point of use as safely possible, at the driver’s discretion.
   5.8 Costs related to waiting times for unloading or the Buyer’s inability to receive goods at the agreed delivery time will be charged to the Buyer.
   5.9 Additional costs from non-agreed partial deliveries are the responsibility of the Buyer.
6. RESERVATION OF TITLE
   6.1 The Seller retains ownership of the goods until the full purchase price and any associated delivery costs have been paid. Payment by check or draft is not considered final until fully redeemed and any objection period from the bank has expired. This reservation of title does not affect the transfer of risk upon delivery.
7. FORCE MAJEURE
   7.1 The Seller is not responsible for delays due to force majeure, including labor disputes and circumstances beyond the parties’ control, such as fire, war, seizure, currency restrictions, unrest, transportation shortages, general goods shortages, and issues with subcontractors.
   7.2 Timely delivery is postponed until the event has passed, but no longer than 4 weeks, after which both parties may terminate the transaction without it being considered a breach.
8. GUARANTEE AND DEFECTS
   8.1 The Seller guarantees products against defects in workmanship and materials not caused by normal wear and tear for 12 months from the delivery date. The guarantee is valid only if the product is correctly installed and used according to the Seller’s instructions.
   8.2 The Buyer is responsible for regularly inspecting delivered goods for correct quantity and obvious defects. Complaints must be made in writing immediately after receipt and no later than 8 days thereafter, clearly describing the defect and including photographic evidence.
   8.3 The guarantee is conditional upon prompt return of the goods, freight paid, within 14 days after discovering the defect, provided the claim is made within 12 months of delivery.
   8.4 Defects that should have been discovered during inspection cannot be claimed after the specified deadlines.
   8.5 At the Seller’s discretion, defects will be remedied, goods replaced, or purchase price refunded. Any replacement will occur ex works in Denmark.
9. LIMITATION OF LIABILITY
   9.1 The Buyer’s compensation for direct losses is limited to the amount invoiced for the goods or services related to the claim.
   9.2 The Seller is not liable for loss of production, loss of profits, or other indirect or consequential losses, even if the Seller was informed of the potential for such claims.
   9.3 Costs associated with recalls, reordering, or repairs for defective products cannot be claimed against the Seller. The Seller is not liable for the Buyer’s legal relationships with third parties.
   9.4 The Seller is not liable for damage to property while the products are in the Buyer’s possession, nor for damage to products manufactured by the Buyer or products incorporating Seller’s products.
10. RETURNED GOODS
    10.1 The Buyer may not return goods without prior written agreement. Approved returns are typically credited with a 15% deduction from the sales price, excluding VAT, for freight-paid delivery to the Seller’s designated location in Denmark.
    10.2 Specially manufactured, custom-made, or exhibition goods are non-returnable.
11. PRODUCT LIABILITY
    11.1 The Buyer shall indemnify the Seller for any liability incurred towards third parties for damage or loss for which the Seller is not liable to the Buyer.
    11.2 If sued for product liability, the Buyer agrees to be included in the case or sued in the court or arbitration handling the matter.
    11.3 The Seller is not liable for loss of production, loss of profits, or other economic consequential losses. Any party asserting a product liability claim must notify the other party immediately.
12. DRAWINGS AND DESCRIPTIONS
    12.1 All specifications and information regarding products are approximate and for guidance only, binding only if expressly stated in the order.
    12.2 If product designs change before delivery, the Seller may deliver the product according to the new specifications, provided there is no degradation based on objective assessment.
    12.3 All drawings and descriptions remain the Seller’s property and may not be copied or disclosed without permission.
    12.4 The Seller may share drawings and specifications provided by the Buyer with subcontractors as necessary for fulfilling the delivery.
13. CHANGES TO TERMS
    13.1 The Seller reserves the right to modify and update the terms applicable to the sale and delivery of goods.
14. DISPUTES
    14.1 Any disputes that cannot be amicably resolved must be brought before the courts in Aalborg under Danish law. Proceedings will be conducted in Danish.
    14.2 If any provision of these terms is declared invalid, it shall not affect the validity of the remaining provisions, which shall remain in effect and be interpreted according to the agreement’s intent.
15. CONTACT INFORMATION
    For inquiries or complaints, the Seller can be contacted at:

    Rateco ApS
    VAT/CVR no. DK37095524
    Indkildevej 12L
    9210 Aalborg SØ
    Denmark
    E-mail: rn@rateco.dk
    Phone: +45 25 788 755