TERMS OF SALE AND DELIVERY
Unless otherwise expressly agreed in writing, the following terms of sale and delivery shall apply exclusively to all agreements with and deliveries from WS Technicals A/S, regardless of any opposing or conflicting provisions in the order, acceptance or other notice made by the customer.
The following terms of sale and delivery shall apply to all deliveries and services from WS Technicals A/S even in the event that later
agreements/deliveries do not refer explicitly to these terms.
2. QUOTATION, ORDER AND ACCEPTANCE
WS Technicals A/S is bound by orders from the customer as well as own quotations only when the customer has received a written order confirmation from WS Technicals A/S.
WS Technicals A/S reserves the right to change the terms of the order confirmation, including prices and delivery, in the case of contractual breach from a subcontractor.
Quotations from WS Technicals A/S which do not state any specific time for acceptance must be accepted unqualified by the
customer within 10 working days from the date of the quotation or shall otherwise be seen as lapsed. WS Technicals A/S reserves the right to sell the goods included in a quotation to another party until the receipt of the customer’s written order.
3. THE DELIVERED GOODS/SERVICE
The performance of WS Technicals A/S shall only include the parts and goods specified in the order confirmation.
WS Technicals A/S shall only be liable for the delivered goods being sufficient and/or suitable for solving the customer’s needs in cases where WS Technicals A/S has performed dimensioning calculations, etc., and only to the extent that the delivered goods deviate from applicable rules and regulations. Apart from the above, WS Technicals A/S shall not be liable for the delivered goods being sufficient and/or suitable for solving the customer’s needs.
WS Technicals A/S shall in any event only be liable for the delivered goods if all guidelines specified for the delivered goods, including data sheets and manuals, concerning the use and handling of such goods are complied with at all times.
Unless otherwise expressly agreed, delivery shall take place from WS Technicals A/S ex works
Unless otherwise expressly stated in the order confirmation, all prices are stated exclusive of transport, VAT and other taxes. The customer shall thus pay all freight charges etc.
6. TIME OF DELIVERY AND DELAY
The agreed time of delivery is stated in the order confirmation. It is hereby emphasised that the customer shall not be entitled to postpone the agreed time of delivery unless WS Technicals A/S, before the time of delivery originally agreed upon, in writing has accepted such postponement.
Delayed delivery shall not entitle the customer to demand compensation, withhold payment and/or cancel the purchase, unless specifically agreed in writing.
Should the delay be material and cause substantial disadvantages to the customer, the customer shall, however, be entitled to cancel the agreement. Should the delay only apply to part of the goods sold, the customer may only cancel the agreement with respect to the delayed part. In the event that the customer has legitimately cancelled the agreement, such customer shall be entitled to claim compensation for its documented direct financial loss if it can be documented that the delay is due to error or negligence on the part of WS Technicals A/S. No compensation shall be provided for any kind of indirect loss, including operating loss, etc., and the compensation shall not exceed the invoice amount for the delayed item. Apart from the above, WA Technicals A/S shall not in any other way be liable for the delay or its consequences and the customer shall not be entitled to exercise any other remedies for breach of contract.
7. TERMS OF PAYMENT
Unless otherwise expressly agreed, payment shall be made in accordance with the payment terms printed on the invoice. If payment is not made on time, default interest of 2 % per month shall be charged.
WS Technicals A/S draws the customer’s attention to the fact that credit ratings of credit customers are performed on an ongoing basis by certified credit rating agencies. If the customer’s financial and/or liquidity condition is deteriorated significantly after the conclusion of an agreement, or if such conditions are subsequently established, WS Technicals A/S shall be entitled to withdraw from all agreements with the customer or demand immediate cash payment of all unpaid invoices issued to the customer even if an extension of payment of the invoice amounts has already been granted in whole or in part, without the customer thereby obtaining any remedies for breach of contract.
WS Technical A/S shall, on the conditions specified herein, provide a 2-year warranty for the lithium batteries supplied by WS Technical A/S. Such warranty shall only be granted to the direct customers of WS Technicals A/S and cannot be invoked by others.
The warranty shall run from the time of delivery and a written notice invoking the warranty shall be received by WS Technicals A/S within 2 years from the time of delivery. In addition, the warranty shall be invoked immediately after establishing one of the following conditions, otherwise no warranty shall apply.
The warranty may be invoked by the customer if one of the following conditions is met:
- Battery performance is not within the scope of the accompanying data sheet.
- The battery is defective due to a defective component, a manufacturing error or an assembly error.
It is a condition and a prerequisite for the warranty that the battery has been used in strict accordance with the instructions given by WS Technicals A/S, and that the battery has been handled correctly at all times. The following conditions describe examples of battery misuse and are thus examples of cases where the warranty will not apply. This is not an exhaustive list:
- The battery has not been charged regularly to maintain capacity, which must be done at least every 3 months.
- The battery has been exposed to extreme heat or fire
- The battery has been short-circuited, overcharged or discharged below applicable limits.
- The battery has been disassembled or modified.
- The battery has not been properly mounted or installed.
- The battery has been stored together with metals, which may have come into contact with the battery terminals.
- The battery has been subjected to reverse polarity in circuit or charger.
- The battery has been exposed to large amounts of water or sea water or other liquid, including being immersed in or covered by water, sea water or other liquid.
- The battery has not been charged with a constant current/constant voltage (CC/CV) battery charger.
- The battery has otherwise been handled beyond applicable regulations, has been dropped or damaged.
- The battery has been used outside the stated range of application or in a manner not indtended.
The warranty shall entitle the customer to a replacement delivery. WS Technicals A/S shall at all times be entitled to meet the requirement for a replacement delivery by delivering a battery corresponding to the originally delivered battery, and the customer can thus not demand a replacement delivery in the form of exactly the same type, brand, model or the like.
WS Technicals A/S shall at all times be entitled to condition a replacement delivery on the customer paying an estimated useful value of use already made. Any estimate of the value of use already made is performed solely by WS Technicals A/S at its own discretion.
The customer shall send the battery to either WS Technicals A/S or a distributor/dealer appointed by WS Technicals A/S, who will then assess whether the battery in question is covered by the warranty. The customer shall bear the risk for the shipment.
A replacement delivery shall be made by WS Technicals A/S or a distributor or dealer appointed by WS Technicals A/S and WS Technicals A/S shall pay the costs for the new battery and for its delivery. The customer shall pay all other costs in connection with the replacement delivery, including, but not limited to, costs related to returning the battery, costs for assembly and disassembly, charges, etc.
Should the battery be deemed without faults, WS Technicals A/S reserves the right to charge a fee, corresponding to ½ hour technician salary, towards the customer.
The warranty shall not cover any consequential damage or indirect loss, including loss of profits or operating loss
If a replacement delivery has been made under this warranty, the replaced battery shall be covered by a new warranty period of 2 years calculated from the time of the replacement delivery.
9. DISCLAIMER OF LIABILITY
WS Technicals A/S expressly disclaims any liability beyond what may follow directly from the above provisions. WS Technicals A/S expressly disclaims any liability for indirect loss and consequential damage, including, but not limited to, loss of profits, operating loss and loss of interest.
As far as product liability is concerned, WS Technicals A/S shall thus only be liable to the extent stipulated by mandatory rules of law as these terms of sale and delivery shall be regarded as a disclaimer of liability to the greatest possible extent.
WS Technicals A/S shall not incur product liability other than what follows from mandatory rules of law, and the customer thus accepts that it cannot make any claim in that regard against WS Technicals A/S. Should WS Technicals A/S be held liable as a result of the use which the customer may make of the service
provided, including in the case of resale, which goes beyond the liability of WS Technicals A/S pursuant to mandatory rules of law, or should an injured party bring a claim of damages directly against WS Technicals A/S, the customer in question shall be obliged to indemnify WS Technicals A/S in full from this liability and be obliged to let legal proceedings be instituted against the customer in the same court of law entrusted with the hearing of the claim for damages against WS Technicals A/S. WS Technicals A/S shall not, in case of product liability, be liable for any kind of indirect damage and consequential damage/loss.
Any claim for damages, including in connection with product liability outside the scope of the Danish Product Liability Act, shall in any case be limited to the invoice amount for the product in question.
10. VENUE AND APPLICABLE LAW
Any dispute regarding any services provided by WS Technicals A/S shall be settled in accordance with Danish law at the court in Aarhus, Denmark. Danish private international law referring to foreign law shall not, however, apply.