Terms of sale and delivery
1. Introduction
1.1. These terms of sale and delivery shall apply unless specifically derogated from by other written agreement.
1.2. The buyer's purchasing conditions, etc. shall not apply to the contractual relationship unless accepted by the seller in writing.
2. Consultancy services, quotation and order confirmation
2.1. The seller's dialogue with the buyer about the buyer's choice of solution shall only be considered as a nonbinding discussion unless a separate consultancy agreement has been made.
2.2. The seller's quotation shall be valid for 4 (four) weeks unless otherwise specifically agreed and confirmed in writing by the seller.
2.3. A final agreement shall not exist until the buyer has received the seller's written order confirmation. The seller shall only be bound by the contents of the order confirmation. If the buyer finds that there is a discrepancy between the order and the order confirmation, the buyer shall complain immediately. Otherwise, the buyer shall be bound by the contents of the order confirmation.
3. Prices and payment
3.1. All orders shall be paid in Danish kroner. All prices are exclusive of VAT, taxes and duties of any kind, packaging and transport expenses, etc. Prices in price tables are not binding and may be changed at any time without notice. Terms of payment according to the order confirmation. The Seller reserves the right before delivery to demand a bank guarantee for payment.
3.2. In the event of late payment, interest at the rate of 2 (two) per cent per month as from the date of invoice shall be charged. If payment is not effected when due or if the buyer fails to buy/receive the goods sold when the buyer is so obliged, the seller shall be entitled immediately and without further notice to cancel the purchase.
3.3. The buyer is expressly advised that, if the seller, between the order confirmation and the final delivery, is affected by extraordinary price increases in components and other materials, and such price increases are caused by force majeure circumstances as referred to in clause 16, the seller shall be entitled to pass on such price increases to the buyer.
4. Retention of title
4.1. Title to the goods sold shall in each and every respect remain in the seller until the purchase price and all other costs in connection with the purchase have been paid in full by the buyer.
5. The seller's performance
5.1. The seller's performance shall only comprise delivery of the parts and products or services specified in the order confirmation. The seller shall be under an obligation to deliver parts and products of usual good quality with respect to materials and machining.
6. Delivery
6.1. Delivery times are approximate and not binding unless otherwise specifically agreed and confirmed in writing by the seller.
6.2. All deliveries are "EX WORKS" (INCOTERMS 2020). If the buyer wishes to purchase freight services, deliveries shall be made on a “DPU” (INCOTERMS 2020) basis
6.2.1. Under “DPU”, freight costs shall be stated separately on the invoice or re-invoiced. The carrier shall deliver curbside as close as practically possible to the location designated by the Buyer, at a loading bay or another location accessible to the truck without obstruction. The Buyer shall be responsible for ensuring that deliveries can be unloaded at the agreed delivery address immediately upon arrival and shall bear any additional costs if unloading cannot take place or must be attempted on another day. If equipment or machinery not belonging to the carrier is used for unloading, or if the carrier’s equipment or machinery is used by a third party, the risk shall pass to the Buyer.
6.3. When the buyer is entitled to collect the goods and the seller has the goods ready for collection, the risk and the costs of storage and insurance shall already at this time pass to the buyer. The buyer is thus recommended to keep the delivery insured beyond this time.
6.4. If another place of delivery than the seller's places of business has been agreed, the transport to this place of delivery including any loading operations shall be at the buyer's risk and expense unless otherwise explicitly agreed.
6.5. Insurance of the buyer's risk with regard to transport shall only be taken out by the seller if this has been agreed in writing. It should be noted in particular that the buyer should take out insurance for the buyer's own goods as the seller's insurance does not cover other deliveries and the transport thereof.
7. Duty of inspection and complaints
7.1. The buyer shall immediately upon receipt thoroughly inspect the delivery to ensure that the goods are free from defects and have been delivered according to agreement. Should the buyer at this time be of the opinion
that the goods sold are defective, the buyer shall, if the buyer wishes to rely on the defect, immediately inform the seller thereof in writing.
7.2. Should the buyer, in so far as the seller's deliveries or parts thereof are concerned, receive complaints from the buyer's customers or other users of the seller's delivery, the buyer shall immediately pass on in writing such complaints to the seller/complain in writing to the seller.
7.3. If the buyer fails immediately to give written notice as described in clauses 7.1 and 7.2 hereof, the buyer shall not at a later time be entitled to bring a claim based on defects or a claim for damages against the seller. Moreover, the buyer shall in the mutual relationship between the seller and the buyer indemnify the seller against any claims which the buyer's customers have been entitled to bring directly against the seller.
7.4. If the buyer fails to make a complaint in writing within 12 months from the time of delivery, the buyer shall in every respect be prevented from making any claims based on defects, any claims for damages or any warranty claims or from exercising any other remedies.
8. Delay
8.1. If the buyer can prove that the delay is due to fault or negligence on the part of the seller and that the buyer has suffered a loss as a result of the delay, the buyer shall be entitled to damages for the loss suffered. The amount of damages cannot exceed an amount of 1% of the payment for the delayed part of the delivery for each full week of the delay. The amount of damages cannot, however, exceed 10% of the payment for the delayed part of the delivery. Apart from the above, the seller shall not in any other way be liable for the delay or its consequences and the buyer shall not be entitled to exercise any other remedies for breach of contract.
9. Defects
9.1. If the buyer can prove that the goods are defective, the seller shall have the right to take remedial action. The seller's remedy shall include costs for labour and materials, but not other costs for e.g. dismantling, transport, etc. Only if the seller, within a reasonable period of time and after having made several attempts to take remedial action, fails to remedy the defect, correct the error or make adjustments, etc., the buyer shall be entitled to let a third party take remedial action or to demand a reduction in the purchase price. If the buyer, when not so entitled, lets a third party take remedial action, the buyer shall not in such cases be entitled to have the costs thus incurred by the buyer paid by the seller. The buyer shall not be entitled to exercise any other remedies for defective performance than those listed above.
9.2. In case of quantitative deficiencies, the seller shall be entitled to make a subsequent delivery within a reasonable period of time whereupon the buyer cannot claim breach of contract.
9.3. The buyer shall bear the risk that the seller's delivery is suitable for the buyer's purpose.
10. General limitation of liability
10.1. The seller shall only be liable for errors in the seller's deliveries, if the buyer has used such deliveries correctly and in a responsible manner and in accordance with the seller's instructions if any. The seller's liability shall be limited to errors in the seller's own deliveries and shall not include errors that may occur when the seller's deliveries are incorporated into or added to other parties' deliveries. Changes or alterations to the goods delivered without the seller's written consent shall exempt the seller from all liability.
10.2. Regardless of the basis of liability, the seller shall under no circumstances be liable for any operating losses, loss of time, loss of profits or other indirect losses suffered by the buyer or the buyer's customers or other users of the seller's deliveries. The buyer shall not be entitled to claim compensation in payment of the costs incurred in connection with the dismounting and remounting of the objects or installations into which the goods may have been incorporated.
10.3. Should the seller incur liability towards a third party, the buyer shall be obliged to indemnify the seller to the extent that such liability exceeds the limitations stipulated in these conditions.
10.4. Apart from the liability pursuant to clause 13 (product liability), the seller's total liability, regardless of the basis of liability, shall under no circumstances exceed the value of the relevant product(s) and is thus explicitly limited to such value.
11. Electricity supply
11.1. The buyer shall arrange for and pay the costs in connection with the establishment of a sufficiently stable electricity supply for and an efficient separate grounding of the goods sold to the extent this may be necessary.
12. Software
12.1. When purchasing products which in full or in part consists of software, the buyer shall only obtain a nonexclusive right to use such software. The buyer shall thus not acquire any title to the software. The buyer's right to use the software cannot be transferred, and the buyer shall not be entitled to copy the programs to a third party. The Buyer accepts to be bound by the terms and conditions set out in the applicable End User License Agreement (EULA) of the manufacturer (Schneider Electric, ABB, Siemens, etc.).
13. Product liability
13.1. The seller shall be liable under the general provisions of Danish law on product liability, but the seller's product liability in the mutual relationship between the seller and the buyer shall in all cases be limited to DKK 5,000,000.00 per occurrence and year.
13.2. Regardless of clause 13.1 hereof, the seller's liability shall be limited to errors in the seller's own deliveries, but shall not include any errors that may occur when the seller's deliveries are incorporated into or added in the buyer's or any third party's deliveries. Changes or alterations to the goods delivered without the seller's written consent as well as failure to comply with current rules and regulations shall exempt the seller from all liability.
13.3. If a third party brings a claim for product liability against the seller, the buyer shall in the mutual relationship between the seller and the buyer be under an obligation to indemnify the seller against any claim which exceeds DKK 5,000,000.00 and to pay the reasonable costs incurred by the seller in connection with the seller's defence against such a claim. The seller shall under no circumstances be liable for any operating losses, loss of time, loss of profits or other indirect losses suffered by the buyer or the buyer's customers or other users of the seller's deliveries. The buyer shall be obliged immediately to notify the seller if a third party makes a claim for damages on the basis of damage where the seller's products have been involved.
13.4. The buyer is obligated to let themselves be summoned to the court or arbitration tribunal examining a claim made against the seller based on a loss or damage allegedly caused by the goods supplied (product liability). However, mutual relations between the seller and the buyer shall always be settled in accordance with clause 17.
14. The seller's liability in connection with building projects
14.1. The seller's products will not usually be building materials. If the parties have explicitly agreed that the products are to be considered as building products or if this is the case, the following clause shall apply.
14.2. The seller's liability for defective deliveries shall expire 5 (five) years from the handing-over of the building project in which the delivery is included. However, the liability expires not later than 6 (six) years after delivery to the buyer.
15. Intellectual property rights and confidentiality
15.1. All the seller's intellectual property rights that may be associated with the delivery shall remain the property of the seller.
15.2. All the drawings, models and other technical documents related to the delivery which are handed over from the seller to the buyer before or after the conclusion of the agreement shall belong to the seller. The abovementioned material shall without the seller's consent exclusively be used in connection with the use or resale of the goods.
15.3. The buyer shall not without the seller's written consent communicate to a third party technical or commercial information which by their nature are confidential or which were described as confidential by the seller at the time of concluding the agreement or at a later time.
16. Force majeure
16.1. In case of force majeure, the seller shall be released from its obligations for as long as the force majeure event continues. Force majeure exists if the seller or the seller's subsuppliers are prevented from fulfilling agreements which are governed by these terms of sale and delivery as a result of events such as war, civil war, rebellion, terrorism, epidemics/pandemics, public restrictions, import or export bans, lack of raw materials, natural disasters of any kind as well as widespread or local labour conflicts, fire, power failure, computer viruses/cyberattacks or the like unless it can be demonstrated that the seller should reasonably have foreseen this at the time of concluding the agreement. By way of non‑exhaustive examples, such force majeure events may include, inter alia, the NotPetya cyberattack (2017), the COVID‑19 crisis (2020–2022), the inflation and energy crisis (2021–2024), and the United States–Israel war against Iran (2026).
17. Applicable law and venue
17.1. Any dispute which may arise in connection with agreements between the seller and the buyer and which cannot be solved amicably shall be settled by Danish law by arbitration or by the ordinary courts of law at the seller's option. The venue is the court in Esbjerg.
17.2. If the dispute is to be settled by arbitration, it shall be settled by simplified arbitration by the Danish Institute of Arbitration pursuant to the procedures which have been adopted by the Institute and which apply when the arbitration proceedings are commenced. The place of arbitration shall be Esbjerg.
18. Privacy Policy
18.1. When submitting a quotation, placing an order, or engaging in other commercial transactions, the seller processes personal data about the buyer. The buyer acknowledges having read and understood the seller’s privacy policy on the protection of personal data, including the collection, storage, and handling processes described in the privacy policy, which is available at the bottom of www.proautomatic.dk.
18.2. The parties are obligated to comply with the data protection legislation applicable at any given time, including the General Data Protection Regulation (Regulation (EU) 2016/679 of 27 April 2016) and the Danish Data Protection Act (Act No. 502 of 23 May 2018). The parties are therefore, among other things, obligated to assist each other in connection with any contact with the Danish Data Protection Agency, including any notification of a personal data breach.
Version 08-06-2026