1 General

1.1 In these conditions AE Partner is referred to as “the Company” and the firm or company placing the order or otherwise dealing with the Company is referred to as “the Customer”. Any references to “the Goods” shall mean any goods or services ordered by the Customer from the Company. Components, which are built into the Goods, are referred to as “Components”.

2 Prices and ordering

2.1 All prices quoted by the Company are based upon acceptance of these conditions. Any quotation is merely an invitation and no order whether based on a quotation or not is regarded as a binding contract between the Company and the Customer until the Company has received a Purchase Order from the Customer, which the Company has expressly accepted in writing.

2.2 All prices quoted by the Company are exclusive of Value Added Tax and are subject to variation without notice until the time of Customers acceptance.

2.3 Changes in quantity, Components or other changes compared to the original offer will be invoiced on an ongoing basis as additional time. Changes to Components requested by Customer after acceptance of Purchase Order shall be on Customer’s account, why Company is entitled to invoice the cost for already purchased components to Customer.

2.4 The company reserves the right to change prices without notice due to extraordinary price increase for raw materials and wage increases.

2.5 These conditions shall apply to all quotations given by the Company and all contracts made between the Company and the Customer and shall supersede and override any other terms and conditions proposed or added in any order, mail, and correspondence or otherwise received from the Customer.

3 Delivery

3.1 Deliveries inside EU is made DAP Customer’ place of business and deliveries outside EU is made FCA at Company’ place of business. Both terms accordingly to Incoterms 2020. If delivery cannot be made as a consequence of the Customer’s circumstances, the Goods will remain at the Company at the Customers expense and risk

3.2 The Company will upon quotation provide Customer with an estimated shipment date, which will be confirmed upon the Company’ recipe and acceptance of binding Purchase Order from Customer. The Company will inform the Customer immediately of any delay in the delivery and inform the Customer about a new delivery date. The Company is not obliged to pay penalty or damages to Customer for any delay.

3.3 Customer acknowledge and accept that the Company is not responsible for delay caused by sub-suppliers or other external circumstances.

4 Returns

4.1 Returned Goods and/or Components are only accepted subject to prior agreement.

5 Payment

5.1 Unless otherwise agreed all orders are paid upfront by invoices send when the Company has accepted Customers Purchase Order.

5.2 Credit is only possible provided external factoring company approves the Customer. In case such credit approval is granted, payment is due 30 days from date of invoice.

5.3 Where the Company delivers part of an order, the Company shall be entitled to invoice for such partial deliveries.

5.4 The Company reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due.

5.5 In case of non-payment, interest is charged from the due date at a rate of 0,05% per commenced day until payment are made, this interest will only start 5 days after agreed payment date, plus a collection fee of EURO 40.

5.6 The Customer is not entitled to set-off against the purchase price for claims arising from any other legal relationships, and the Customer is not entitled to exercise any rights of retention or refuse payment due to a delay, complaint or counterclaim regarding any delivery.

6 Inspection and warranty

6.1 The Customer shall fully inspect, examine and test the Goods as soon as reasonably practicable and in any event within five (5) days of delivery by the Company. Damages or defects which have occurred during transportation and which are visible upon receipt of the Goods shall be reported immediately to the transporter by remark made on the shipping receipt (CMR). Photo documentation of the delivered Goods while still in the transport vehicle are requested.

6.2 The Customer shall notify the Company in writing within five (5) days of the delivery of any defects or faults in the Goods arising by reason of faulty workmanship or materials at the time of delivery. Photo documentation is requested.

6.3 The Customer loses the right to invoke defects/deficiencies in the delivered Goods, if the Customer does not notify the Company of this within one (1) year after the delivery date.

6.4 If it is documented that the Goods delivered by the Company where defective at the time of delivery, and the deadlines for complaints, as stated above is observed, the Company undertakes to remedy defects by repair or replacement delivery at its own discretion within a reasonable period of time. In case of replacement of Components clause 6.5 applies.

6.5 If the Customer within deadlines for complaints, as stated above, returns Components to the Company claimed to be defective, the Company will send a replacement component to the Customer as soon as reasonably practicable. The replacement component will be invoiced to the Customer on delivery and if the Company’s supplier of the Component acknowledges the defect, the Company will issue a credit note to the Customer for the replacement component.

6.6 This warranty shall not apply to any defect, which arises from improper use, failure to follow the product instructions, or any repair or modification made without the consent of the Company.

6.7 The warranty shall in addition not apply to software downloaded into the Goods based on instruction from Customer, or to Components which have been decided and requested by the Customer. Such actions are regarded as services provided as is, and for and on Customer’s risk. Test performed at the Company based on the Customer’s instructions and procedures are as well not covered by the Company’ warranty, provided however that the Company have followed the instructions and processes.

6.8 The Company’ liability for defects in the delivered Goods are limited to the invoice price of the defective Goods. The Company is in no event liable for indirect loss, including loss of profit, operating loss, costs for lawyers and other advisers, additional costs incurred in connection with the stationing and recall of employees, troubleshooting, studies, analyses or transport of the defective Goods. The Company’ liability in for defects in the delivered Goods, may not exceed DKK 100.000 per calendar year.

6.9 The limitation of the Company’ liability above, do not apply if the defects were deliberately caused by the Company or is due to the gross negligence of the Company.

7 Ownership and rights to construction drawings

7.1 The Company may assist the Customer in the construction of the Product by preparing the construction drawings. Such construction drawings are made based on information from the Customer and developed in a third party software.

7.2 Customer accept when having the Company draw the construction, that only a pdf version of the construction drawings is handed over to the Customer, as all rights to the construction drawing remain vested at the Company. Customer is entitle to at any time to purchase the rights to the construction drawings.

7.3 The customer shall prior to manufacturing of the product, approve the drawings drafted by the Company. The approval shall be in writing and any delay in delivery caused by the Customers delay in approving the drawings shall be on Customer’s account.

7.4 The Company shall not in any way be responsible for the correct functioning of the Goods supplied in accordance with the drawings. The responsibility shall lie with the Customer.

7.5 Construction drawings received from the Customer remain the Customers property.

7.6 When the products are manufactured based on designs and drawings submitted by the Customer, the Company shall be under no liability for the correct functioning of the Goods in accordance with such design.

7.7 Unless otherwise agreed in writing any drawings, designs, diagrams or other items used in the production of the products, shall remain with and be the property of the Company.

8 Product liability

8.1 The Company is liable in damages for any damage which the Goods delivered by the Company incur on anything other than the delivered Goods in accordance with the general rules of Danish law on product liability.

8.2 The company shall despite above not be liable in damages for indirect loss, including loss of profit, operating loss, costs for lawyers and other advisers and other financial consequential loss.

8.3 If the Goods delivered by the Company have been incorporated into or added to another product (End Product) the Company is in addition to above, not liable for any additional costs incurred for the stationing and/or recall of employees, troubleshooting, inspections, analyses or transport for the defective Goods and/or the End Product.

8.4 For product liability damages, the Company’s liability can never exceed DKK 5 million per calendar year.

9 Law and venue

9.1 Any dispute arising from this agreement shall be settled according to Danish law. The venue of any dispute shall be the City Court of Aarhus.

10 Entire agreement

10.1 These terms and conditions represent the entire agreement made between the Company and the Customer and exclude any other terms and/or conditions which may be inconsistent therewith. No variation, substitution, addition or alteration to these terms shall be permitted without prior written agreement.