Unless other terms and conditions are accepted by TinyMobileRobots ApS, VAT number DK- 37 39 73 50 (“the Manufacturer”) by means of a separate contract, an order statement or a written amendment to these terms and conditions signed by the Manufacturer’s directors and referring specifically to the term or condition to be amended, the contract to supply goods and/or services will be on the terms and conditions set out below (“the contract terms”) to the exclusion at any other terms and conditions whether or not the same are endorsed upon delivered with or referred to any purchase order or other document delivered by the Distributor (“the Distributor”) to the Manufacturer. Commencement of the supply of goods and or services from the Manufacturer confirms to the Manufacturer that the Distributor has read, understands and agrees to abide by these terms and conditions.
All quotations are given subject to confirmation by the Manufacturer upon receipt of the Distributor’s order and no contract shall be concluded until such confirmation is given or the Distributor’s order is otherwise accepted. Each order when accepted constitutes a separate contract.
Prices quoted or in pricelists are exclusive of VAT (unless otherwise stated).
The price set out in the Manufacturer’s quotation or pricelists have been on the basis of labour, materials, subcontracts, transport, other overheads, currency exchange rates and Government duties and taxes current at the date of such quotation and the Manufacturer reserves the right to adjust such prices so as to reflect any variations in these costs or the imposition of any new taxes or duties occurring from whatever cause between the date of the quotation and the completion of the contract.
If prices are varied after a contract has become binding the Manufacturer shall give the Distributor written notice of such variation and on receipt of such notice the Distributor may cancel the contract. In a case where goods are to be delivered or services are to be supplied in instalments the Distributor may cancel only the undelivered goods or the unperformed part of the services. If the contract is not cancelled the Distributor shall be bound to pay the varied price in respect of the goods delivered or services performed after such notice is received. To be effective the cancellations must be in writing and must be received by the Manufacturer within fourteen days of the date of such notice.
Unless otherwise stated prices quoted exclude all costs of packing and carriage.
The price quoted on pro forma invoices are only valid for the period specified thereon. If no period is specified thereon then the prices quoted are valid until the end of the calendar month in which the invoice was raised.
Prices quoted exclude all taxes imposed by government or municipal authorities in the Distributor’s country of residence, which must be discharged by the Distributor.
4. Delivery and performance of services
The Manufacturer delivers all goods in accordance with Incoterms 2010 Ex Works, unless otherwise stated in the contract.
Delivery or performance dates or periods are only estimates and are not binding on the Manufacturer. The Manufacturer will endeavour to complete the contract or deliver the goods by the estimated date or within the estimated period or if there is no estimated date or period within a reasonable time limit but in no circumstances will the Manufacturer be liable for any loss or damage of any kind whatsoever arising directly or indirectly from any delay in the completion on the contract or delivery of the goods however caused unless such delay exceeds 120 days nor will any such delay entitle the Distributor to terminate or rescind the contract.
The Manufacturer will be entitled to make delivery of the goods by instalments.
Any estimated delivery date or estimated performance period begins on the date of the Manufacturer’s acceptance of the Distributor’s order as required by 2 or (if later) when the Manufacturer receives from the Distributor any further information, which it may require to proceed with the contract. The Distributor agrees to supply such information promptly and to accept and collect the goods or services by or within the estimated delivery date or estimated performance period specified in the contract and to give any necessary instructions for delivery for performance accordingly.
The goods shall be and thereafter remain at the Distributor’s risk:
(i) In the case of a sale to a Distributor, from the time of delivery to the Distributor or to the Distributor’s carriers whichever occurs first.
(ii) In the case of an export sale from the time of delivery EXW by the Manufacturer the terms of the contract stipulate otherwise, but the property in the goods shall not pass to the Distributor until the Manufacturer has received payment in accordance with the conditions in section 6.
The property (both legal and equitable) in the goods shall not pass to the Distributor until the purchase price of the goods together with any sum, which is at the date of the contract or may thereafter become due or owing from the Distributor to the Manufacturer has been paid in full.
Prior to the property of the goods passing to the Distributor, the Distributor may deliver the goods to a third party pursuant to a bona fide and arm’s length agreement to resell the goods but such liberty will cease upon the happening of any of the events referred to in section 16.
Until the property in the goods passes to the Distributor in accordance with the foregoing provisions the Distributor will hold the goods in a fiduciary capacity on trust for the Manufacturer and will keep such goods separate and identifiable as the Manufacturer’s property. At any time after the price for the goods has become due but remains unpaid the Manufacturer may elect to rescind the contract and/or recover any/all of the goods, which are still the Manufacturer’s property and may enter onto any premises where such goods may be for the purpose of affecting such recovery. Such price will be deemed immediately due if any of the events referred to in section 16 shall occur.
Where the goods are re-sold by the Distributor and at the time of such re-sale the legal and equitable title in the goods has not passed to the Distributor then the proceeds of such re-sale will be held by the Distributor in a fiduciary capacity on trust for the Manufacturer and the Distributor will account to the Manufacturer for the same to the extent necessary to pay the price for the goods.
5. Cancellation by the Distributor
No contract shall be subject to cancellation or suspension by the Distributor in whole or in part without the written consent of the Manufacturer and the Manufacturer shall be entitled as a condition of granting such consent to require the Distributor to pay all loss and damage suffered by the Manufacturer as a result of such cancellation or suspension.
The Manufacturer is entitled to issue invoices for sold goods and services when these are ordered by the Distributor.
Payment must be made within 30 days from invoice date.
Unless otherwise accepted by the Manufacturer, delivery is conditioned upon on payment of the invoice by the Distributor, which means that the invoice is to be paid in advance of shipment.
If the Distributor fails to pay the Manufacturer by the due date, the Manufacturer may either suspend all further deliveries or performance of services until payment is made in full or cancel the contract and any other contracts between the Distributor and the Manufacturer in so far as goods remain to be delivered or services remain to be performed there under. Furthermore, all sums owed by the Distributor to the Manufacturer, whether on any account whatsoever or otherwise, shall immediately become due and payable in full.
Where a cheque is offered in payment for goods, the Manufacturer reserves the right to delay the dispatch of goods pending the clearance of that cheque.
The Manufacturer reserves the right to charge interest when payment has not been made on the due date, at the rate of 6 % per year, calculated for the time from the due date of payment down to receipt by the Manufacturer of any outstanding balance (whether before or after any judgment)..
If the Distributor fails to give the Manufacturer delivery instructions promptly when required payment shall be due forthwith and the Manufacturer shall be entitled (but not bound) to store the goods at the Distributor’s expense.
In any case where the Manufacturer undertakes installation, servicing or surveying or the provision of similar services without the supply of goods other than those necessary to complete such services:
(i) payment shall be due on the 30th day following completion of the execution of the service.
(ii) paragraphs (b) to (d) above shall supply mutatis mutandis.
7. Guarantee of quality
The Manufacturer guarantees that goods and related services are free of essential faults and default in the design, materials and workmanship for 12 months from the time of delivery.
If any defect in the materials from which the goods are made, or fault in manufacture of the goods shall be found to exist within the guarantee period, § 7 (a), the Manufacturer will repair or at its option, replace the defective part free of charge. However, the guarantee is conditioned upon the that such part (or where appropriate the goods of which it forms part) is returned to the Manufacturer carriage paid and that defects are reported to the Manufacturer in writing within the guarantee period. Furthermore, the guarantee:
(i) does not apply to damage sustained in transit,
(ii) does not apply to malfunction or error in pump system including pump head, valve, nozzles, filters and hoses after the Distributor or end customer have used the product or spare part the first time.
(iii) does not apply to defects in tires and hoses in the tires after the Distributor or end customer have used the product or spare part the first time,
(iv) does not apply to the battery is the battery is not stored or charged according to recommendations,
(v) does not cover normal wear and tear,
(vi) shall be deemed invalid if the goods have been used for any purpose other than those for which they were intended or otherwise than in accordance with the Manufacturer’s instructions, or have been subjected to excessive voltages, or stored in improper conditions, or otherwise abused or tampered with, or if the Manufacturer’s trade mark or serial number has been removed, defaced or altered, and
(vii) shall cover the cost of the replacement material and the work involved in replacement.
If the Manufacturer replaces the defective part in accordance with the foregoing provisions the defective part shall be and remain the property of the Manufacturer. The defective part repaired or replaced will only be guaranteed for the unexpired period of the guarantee applicable to the defective part, which is repaired or replaced.
Except as expressly otherwise provided in these general terms and conditions the Manufacturer shall be under no liability whatsoever:
(i) In respect of the quality, condition or description of the goods supplied or their fitness for any particular purpose,
(ii) For any indirect losses of the Distributor, including loss of production, sale, time and goodwill, and
(iii) For any other loss, damaged, injury or death of whatsoever nature and howsoever caused to the Distributor or to any other person whether under contract or caused by any negligence or other tortuous act or in connection with any statement given or made (or advice not given or made) by or on behalf of the Manufacturer (except that in the case of sale of goods to a Customer the Manufacturer will be liable for personal injury or death resulting from the Manufacturer’s negligence) and all conditions, warranties, representations and stipulations whether express or implied by statute common law, custom or otherwise are hereby expressly excluded.
No employee or agent of the Manufacturer has authority to make any representation in relation to the goods sold or service supplied by the Manufacturer.
The exclusions and restrictions of liability contained in § 7 and 8 shall not apply to any implied condition that the Manufacturer has or will have the right to sell the goods when the property is to pass or when the Distributor deals as an end customer, nothing in these general terms and conditions shall affect the statutory rights of the end customer.
The robot must NOT be used in airports. The Manufacturer’s liability does NOT cover airport usage.
9. Force majeure
Without prejudice to any other of the contract terms the Manufacturer shall not be liable to the Distributor if fulfilment of its obligations to the Distributor is prevented, hindered or delayed by force majeure as herein defined.
For the purpose of this condition force majeure shall mean any circumstances beyond the control of the Manufacturer and shall include (without restricting the generality of the foregoing):
(i) Riots, civil commotions, war, rebellion, national or international emergency, strikes lockouts or other labour disputes (including those involving the workforce of the Manufacturer),
(ii) Destruction or damage due to natural causes, floods, fire, explosions or breakdown of machinery,
(iii) Damage to or failure of the goods through radiation from any installation on the Distributor’s premises or elsewhere,
(iv) Any order of a local, national or international authority, and
(v) Shortage of or inability to obtain labour, materials, equipment or supplies.
Where any goods are manufactured or installed in accordance with any design drawing or specification of the Distributor, the fact that the Manufacturer has undertaken the contract shall not be constructed as a guarantee, warranty or representation of the practical ability of construction or of the efficiency, safety or suitability of goods to be supplied or of work to be executed by the Manufacturer and the Distributor hereby indemnifies the Manufacturer as a result of any goods manufactured to the Distributor’s design or specification infringing any patent, registered design, copyright or similar protection or the provisions of any statue or any statutory instrument or regulation for the time being in force.
11. Intellectual Property Rights
All intellectual property rights, including patents, trademarks, utility models, copyrights, etc. related to the goods is the property of the Manufacturer. The Distributor is not entitled to register intellectual property rights belonging to the Manufacturer, hereunder but not limited to any registration relating to the goods.
The Distributor shall indemnify the Manufacturer against all damage or injury to any person, firm or company and against all proceedings charges and expenses for which the Manufacturer may become liable in respect of the goods sold or services supplied under the contract except to the extent that the Manufacturer expressly in the contract terms accepts liability to the Distributor or unless such damage or injury shall have been a direct result of the negligence of the Manufacturer and can be attributed to no other cause (whether in whole or in part).
Specifications and information accompanying the quotation or confirmation of order are the copyright of the Manufacturer and must not be divulged or used without its written permission. The Manufacturer reserves the right to modify the design of goods without notice provided the performance of the goods is not adversely affected.
No goods may be returned by a Customer without the Manufacturer’s prior consent.
Goods returned for credit must be accompanied by an advice note quoting the Manufacturer’s return RMA number and stating the reason for the return.
If items are returned for a deemed invalid reason, the Manufacturer will reserve the right to charge a restocking or handling fee to the Distributor.
The Distributor is not allowed to disclose, use or enable others to use the Manufacturer’s trade secrets or any other information that is not publicly available.
The Distributor may not in an improper manner obtain or attempt to obtain knowledge or the availability of any of the Manufacturer’s confidential information. The Distributor must store and treat confidential information securely to prevent information from inadvertently entering the knowledge of others.
The Distributor’s obligations under § 15(a) and (b) applies indefinitely.
16. Law and arbitration
These terms and conditions as well as the validity thereof shall be governed by and construed in accordance with the laws of Denmark.
In the event of any controversy or claim arising out of/or in relation to any provision of these terms and conditions the breach or invalidity thereof, the parties shall try to settle the problem amicably between themselves. Should they fail to agree, any such controversy or claim shall be settled by three arbitrators in accordance with the Rules of Procedure of the Danish Institute of Arbitration (Copenhagen Arbitration). All members of the arbitration tribunal shall be appointed by the Institute in accordance with the said Rules. The language of the arbitration proceedings shall be English. Each party shall bear its own cost and the arbitration shall be confidential.
The Manufacturer shall be entitled to terminate the contract immediately if the Distributor has a bankruptcy order made against him, or has made an arrangement or composition with his creditors, or otherwise taken the benefit of any legislation for the time being in force for the relief of insolvent debtors, or (being a body corporate) has had convened a meeting of creditors (whether formal or informal), or has entered into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has receiver, manager, administrator or administrative receiver appointed of its undertaken or any part thereof, or a resolution has been passed or a petition presented to any Court for the winding up of the Distributor, or for the granting of an administration order in respect of the Distributor, or any proceeding have been commenced relating to the insolvency or possible insolvency of the Distributor.
Updated on October 2020
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