Conditions for all VISTEC sale and delivery of goods and services

• General
  • The following terms of sale and delivery shall exclusively govern all relations between Vistec – CVR “DK 39949563” and the buyer hereinafter “the customer” in connection with the delivery of goods and services, hereinafter “delivery” or “goods”.
  • With any order of goods or services, these terms of sale and delivery are considered to be unconditionally accepted, even if they are not expressly agreed again.
  • Any supplementary or contradictory terms of purchase from the customer are rejected by definition, unless they have been confirmed and accepted in writing by the CEO of Vistec. Written accepted deviations from these general terms of sale and delivery will only apply to one specific delivery and not other even similar deliveries.
  • Vistec reserves the right to amend these terms of sale and delivery on an ongoing basis without the consent of the customer being required.

• Offer and conclusion of contract
  • Offers are valid for 30 days, and are automatically canceled thereafter. Only upon the written order confirmation is the order considered binding by Vistec and deemed by customer unless objected by the latter within three working days.
  • The legal use of submitted drawings, sketches, models, tables and lists, etc. is the customer’s sole responsibility. Vistec is not obligated to control their ownership or review their legal status.
  • The information in the documents of Vistec (tables, drawings, illustrations, dimensions, weights and other services) are to be understood as guide values indicative / typical and do not present any assurance of properties or features, unless designated specifically as binding in writing.
  • Vistec reserves the right to deviate in quantity and dimensions for production quantities of goods manufactured, especially for products manufactured according to specifications, if this can not be avoided due to manufacturing reasons.
  • If tooling costs are required when ordering new products, Vistec will charge the customer a one time lump sum, to be paid upon delivery and approval of the first samples / items. In any case, the tool remains the property of Vistec under all circumstances and will not be handed over.
  • All design changes must be communicated via an ECO (Engineering Change Order) in writing and must be mutually accepted.
    
• Prices
  • All prices in Vistec documents, advertisment and price lists are are net ex. work and without VAT, taxes, insurance and special packaging unless otherwise stated and non-binding. All additional costs associated with delivery are at the customer’s expense. Prices and delivery conditions are always stated subject to changes in the supplier’s prices, raw material prices, packaging prices, exchange rates, taxes, VAT and other matters beyond Vistec’s control. Vistec is entitled to adjust prices and delivery terms accordingly until delivery has taken place.
  • If the prices that Vistec has stated in an offer are based on an annual need and the annual delivery does not reach the stated agreed quota, Vistec reserves the right to increase the price per unit and charge the price difference subsequently. If an order is canceled in whole or in part, VISTEC will also charge part of the agreed price to compensate for the deliveries already produced but canceled.
  • A handling fee of DKK 265.00 / Eur 35 will be charged for deliveries under DKK 1,500.00 / Eur 200.
    
• Payment Terms
  • Unless otherwise agreed, the entire invoice amount shall be paid without deductions, discounts, expenses, etc. within 30 days after issue of invoice. Payment must be made to Vistec’s bank with the correct invoice number. Checks or other paymets methods are not accepted.
  • If payment does not take place before the last timely payment date, interest is calculated from the due date with a fixed default interest rate of 2% per commenced month after due. The payment of default interest does not limit Vistec in claiming compensation for losses due to the customer’s breach of the payment obligation.
  • Withholding payments by the customer or invoicing with any counterclaims is excluded without written consent from Vistec.
    
• Delivery, place of performance
  • Unless otherwise agreed in writing, delivery takes place Ex. works Vistec address (Incoterms 2010). The items are deemed delivered when the customer has been notified that the items are ready for collection at the premises of Vistec. The risk of storage, dispatch and transport passes to the customer upon this delivery notification, . After this transfer, storage costs are borne solely by the customer.
  • If the customer is not ready to receive the item at the agreed time, Vistec ensures that the delivery is stored at the customer’s expense and risk.
  • Vistec decides which means of transport to use, unless otherwise agreed. All shipments are made at the customer’s expense and risk, regardless of whether Vistec pays the freight or not, and regardless of which means of transport is used. A possible transport insurance is taken out only at the customer’s express request and in that case at his expense.
  • Goods that cannot be delivered from stock are backordered with the same reservations as normal deliveries.
  • Vistec will always strive to adhere to an agreed delivery time. The delivery periods or dates agreed by the parties are non-binding unless expressly agreed otherwise in writing, they do not represent expiration dates or fixed dates, they are determined in such a way that they can probably be adhered to.
  • The delivery periods shall be extended appropriately if unforeseen hindrances occur at Vistec, at the customer’s premises or at those of third parties, such as natural disasters, epidemics, operational disruptions, industrial disputes, failure of production facilities, late or faulty delivery from third parties, official measures or omissions.
  • Vistec is also not responsible for these circumstances if they occur during an existing delay in delivery. This applies regardless of whether the reason for the delay occurs before or after the expiry of the agreed term.
  • Unless it appears from the order confirmation that “the delivery is time critical”, the customer must accept a reasonable final dead-line for the delivery after the delivery has exceeded the original agreed deadline.
  • In the event of failure or delayed delivery, the customer can not claim compensation or cancel the order.
  • It is not the intention of the parties that Vistec may only deliver up to the agreed date or up to the expiry of the agreed period without the customer’s consent.
  • Vistec will not pay damages for delayed deliveries.
  • The customer is not entitled to cancel orders placed, even if the delivery date has been exceeded.
  • If the customer does not fulfil his obligations towards Vistec, Vistec will stop the delivery of goods until the customer fulfils his obligations in accordance with the contract.
    
• Delivery restrictions
  • Legal delivery restrictions which Vistec has agreed with its manufacturers shall pass to the purchaser of the goods and shall be complied with by the purchaser. If the goods are passed on by the customer to a third party, such a delivery restriction must also be prevented from this third party.
    
• Customer specific goods
  • In the case of goods purchased that are manufactured according to customer specifications and cannot be used for other production, the customer is obliged to purchase both stock and residual stock within the agreed deadlines or in the event of cessation of product manufacturing.
    
• Guarantee
  • Vistec is entitled and obligated to remedy defects which are due to significant defects by making a repair or replacement of its choice. Defective situation does not entitle the customer to a reduction in the price or termination of the agreement.
  • Vistec’s liability only covers defects that are found within one year of delivery.
  • Claims against Vistec are only available to the direct customer and are not transferable to other 3third parties.
  • Vistec’s liability does not include defects and errors caused by the customer’s disposition, construction or due to changes or interventions in the product. The liability only covers faults and defects that occur under normal operating conditions and use.
  • The customer has a duty to examine the delivery as soon as possible and no later than 8 days from delivery.
  • The customer must notify Vistec in writing of a defect without undue delay after the defect has been discovered or should have been discovered, and in no case later than 2 weeks after the expiry of the warranty.
  • If the customer does not notify Vistec in writing of a defect within the given deadlines, the customer loses any right to make claims in connection with the defect.
  • Items are only returned where special circumstances apply, and no later than 8 days after receipt, and only by prior written agreement. Customer specific goods are not returned. When returning, the customer must provide a delivery note or invoice number and the date of delivery of the item. Returns are made at the customer’s expense and risk.
  • Information about specifications and uses of the product is based on our current knowledge and experience. They do not release the user from their own control and testing of possible influencing factors for the products. A legally binding insurance of certain properties or suitability for a particular use can therefore not be deduced from this.
  • For porous metals, the production can lead to smaller cavities, solid metal areas or salt residues. This is a permissible value up to a volume of 1 ‰.
  • Vistec expressly notifies the customer that the use of the delivered products must be in accordance with the safety regulations in force at any given time.
  • Vistec bears no responsibility for defects other than those described in this section. This applies to any losses the defect may cause, including operating losses, lost earnings and other indirect losses and costs.
    
• Retention of title
  • Vistec retains title to the delivered goods until receipt of all payments under the contract. The customer is obliged to inform Vistec of the location of the goods and of any relocation of the same. Vistec shall be entitled to enter the retention of title in the appropriate register at the customer’s expense, insofar as this is provided for by the law at the location of the item in question. The customer hereby authorizes Vistec to also carry out other formalities necessary to justify the retention of title at the location of the item in its name.
  • In the event of breach of contract by the customer, in particular default in payment, Vistec is entitled to take back the goods after issuing a reminder and a corresponding warning and the customer is obliged to surrender them.
    
• Limitation of liability
  • Vistec has product liability in accordance with the applicable mandatory legislation at any time. Besides from this, VISTEC assumes no further product liability.
  • Any claim for damages against Vistec may not exceed the invoiced amount for the item or delivery.
  • VISTEC is not liable for indirect losses, consequential damages, damages caused by IT virus, operating losses, internal time consumption of the customer, loss of data and costs for their re-establishment as well as loss of profit and other business losses, regardless of whether this is due to Vistec’s negligence.
  • Vistec’s liability for defects in the product includes receiving the customer’s error reporting and reporting the error to the manufacturer or its local representative without undue delay.
  • Claims for non-performance, breach of contract, breach of contract and tort law are excluded both against VISTEC and against our suppliers, unless they are intentional or as a cause of gross negligence.
  • Følgende omstændigheder medfører ansvarsfrihed, såfremt de forhindrer aftalens opfyldelse eller gør opfyldelsen urimelig byrdefuld: Arbejdskonflikt og enhver anden omstændighed som parterne ikke er herre over, så som brand, krig, mobilisering eller militærindkaldelse af tilsvarende omfang, rekvirering, beslaglæggelse, valuta og handelsrestriktioner, oprør, uroligheder, mangel på transport, almindelig vareknaphed, restriktioner af drivkraft samt mangler ved eller forsinkelse af leverancer fra underleverandør, som skyldes nogen af de i dette punkt nævnte omstændigheder. Omstændigheder som nævnt, medfører kun ansvarsfrihed, såfremt deres indflydelse på aftalens opfyldelse ikke kunne forudsiges ved indgåelsen af aftalen.
  • Det påhviler den part, der ønsker at påberåbe sig nogen ansvarsfrihedsbrud, ufortøvet, skriftligt at underrette den anden part om dens opståen og ophør.
  • Ved force majeure hos kunde skal denne dække de omkostninger, Vistec pådrager sig for at sikre leverancen.
  • Uanset hvad der i øvrigt følger disse almindelige leveringsbetingelser, kan enhver af parterne hæve aftalen ved skriftligt meddelelse til den anden part, såfremt aftalens opfyldelse hindres i mere end 6 måneder af en begivenhed, som nævnt i dette punkt.
  • The following circumstances cause rejection of liability if they prevent the performance of the agreement or make the performance unreasonably burdensome: Labor disputes and any other circumstances beyond the control of the parties, such as fire, war, mobilization or military mobilization of a similar scale, requisition, seizure, currency and trade restrictions, insurgency unrest, lack of transport, general shortage of goods, restrictions on power and shortcomings in or delays in deliveries from subcontractors due to any of the circumstances mentioned in this paragraph. Circumstances as mentioned only entail discharge if their influence on the fulfillment of the agreement could not be predicted at the conclusion of the agreement.
  • It is the responsibility of the party wishing to invoke any breach of liability, without delay, to notify the other party in writing of its occurrence and termination.
  • In the event of force majeure at the customer, the customer must cover the costs that Vistec incurs to secure the delivery.
  • Notwithstanding anything to the contrary in these Sale & Delivery Conditions, either Party may terminate the Agreement by written notice to the other Party if the performance of the Agreement is impeded for more than 6 months by an event as mentioned in this clause.
  • Limitation of liability: claims for damages arising from impossibility of performance, from breach of contract, from culpa in contrahendo and from tortious acts are excluded both against us and against our vicarious agents, unless intentional or grossly negligent acts are present. Any liability for consequential damages resulting from the use of the products shall be rejected.
    
• GDPR
  • Vistec is entitled to process the data about the purchaser received with regard to the business relations or in connection with these, regardless of whether these originate from the purchaser himself or from third parties, in accordance with the Federal Data Protection Act (DSG) and the European Data Protection Basic Regulation (DSGVO). Personal customer data will be treated confidentially, safely and will not be passed on to third parties.
  • The customer is entitled to have all their data deleted upon request, in the extend the Danish tax laws permit.
    
• Place of jurisdiction / Applicable law
  • For all disputes arising from or in connection with the individual contract between the parties under these Sale & Delivery Conditions, Copenhagen, Denmark shall be the exclusive place of jurisdiction. The contracting parties shall subject their legal relations to Danish law. The applicability of the United Nations Convention on Contracts for the International Sale of Goods (Vienna Sales Convention) is expressly excluded in all cases.
    
• Confidentiality
  • Business information such as prices, offers and agreements exchanged between Vistec and the customer shall be treated confidentially. If this information is passed on or transferred in any other way to another party, Vistec is entitled to terminate the cooperation immediately and demand that any outstanding receivables be paid immediately.

Vistec, Tåstrup, Denmark – 20. 2. 2022