Terms and conditions of sales and delivery for NGI A/S

1.0 Scope of application of terms and conditions of sales and delivery
1.1 The current terms and conditions of sales and delivery apply to all NGI A/S offers, sales and deliveries unless agreed to the contrary in writing.
1.2 Final agreement of delivery is first entered into on the purchaser’s receipt of NGI A/S written confirmation of order and only the content of the confirmation of order applies to NGI A/S.

2.0 Delivery and despatch
2.1 Delivery takes place ex factory from NGI A/S, Virkelyst 5, 9400 Nørresundby, Denmark, directly from store including packaging.
2.2 Orders which are received by NGI ApS before 13.00 Danish time (12.00 GMT) are despatched the same day unless expressly agreed to the contrary.

3.0 Terms of payment
3.1 Payment must be made at latest by the date stated as the last punctual payment day on the invoices sent by NGI A/S.
3.2 If payment is made after the due date NGI A/S is entitled to charge interest on the outstanding amount from the due date at a rate of 2% per started month.

4.0 Liability, defects and delays
4.1 NGI A/S is obliged to rectify all defects due to imperfections in construction, material or production by making repairs or replacement of the delivery according to points 4.2 - 4.12.
4.2 NGI A/S liability only includes defects which appear within 1 year from the day of taking possession of the delivered goods. If the delivered goods are used more intensively than agreed or more intensively than presupposed on entering into the agreement, this period is shortened proportionally.
4.3 For parts of the delivery which are repaired or exchanged in accordance with point 4.1 NGI A/S has the same obligations which apply to the original delivery for a period of 1 year. For the remainder of the delivered goods the period mentioned in point 4.2 is only prolonged by the period of time in which the delivery has not been applicable because of defects, dealt with in point 4.1
4.4 The purchaser must report a defect to NGI A/S in writing and without unreasonable delay following discovery of the defect. The message must contain a description of how the defect manifests itself.
If there is reason to believe that the defect can cause risk of damage, such a message must be given immediately.
If the purchaser does not inform NGI A/S in writing about a defect within the period of time stated in this point, the purchaser foregoes the right to make demands in connection with the defect.
4.5 On receipt of a written message with reference to point 4.4 NGI A/S must rectify the defect without unreasonable delay. NGI A/S must bear the costs of rectification with reference to the stipulations in points 4.1 - 4.12.
Rectification of the defect shall be carried out at the place of installation, unless NGI A/S finds it suitable for the defective part or materials to be returned so that NGI A/S can make repairs at NGI A/S’s premises or provide a replacement .
NGI A/S obligation concerning the defective part is fulfilled when NGI A/S has delivered a duly repaired or exchanged part to the purchaser.
4.6 If the purchaser has given such a message as mentioned in point 4.4, and it transpires that there is no defect for which NGI A/S carries responsibility, NGI A/S has the right to remuneration for work done and the costs which the claim has caused to NGI A/S.
4.7 If possible demounting and installation necessitates intervention in other things than the delivered goods, the work and the costs hereby incurred are carried by the purchaser.
4.8 Any despatch in connection with repair or exchange shall take place at NGI A/S expense and risk. The purchaser must follow NGI A/S instructions concerning despatch.

The purchaser must carry the extra costs which are caused to NGI A/S when rectifying defects if the delivered goods are in another place than the place of installation.
4.9 Defective parts which are exchanged with reference to point 4.1 must be placed at NGI A/S disposal and become NGI A/S’s property.
4.10 If NGI A/S has not fulfilled its obligations within a reasonable time according to point 4.5, the purchaser can give NGI A/S in writing a last opportunity to do so. If the obligations are not fulfilled within the determined time, the purchaser is entitled to:
a) let the necessary repairs be carried out and/or have new parts made at NGI A/S's expense and risk, provided that the purchaser does this in a sensible and reasonable way
or
b) demand a proportional discount up to a maximum 15% of the contract sum.
If the defect is essential, the purchaser can alternatively cancel the agreement in writing to NGI A/S. The purchaser also has the right to thus cancel the agreement if the defect, following the steps mentioned under point a) still remains essential. On cancellation the purchaser can demand compensation for the loss up to a maximum 15% of the contract sum.
4.11 NGI A/S’s liability does not include defects caused by material which is provided by the purchaser, by constructions which are prescribed or specified by the purchaser or by faulty preparatory work on the purchaser’s side.
4.12 NGI A/S’s liability only includes defects which appear under those in the agreement’s presupposed working conditions and under correct use of the delivered goods.
The liability does not include defects caused by circumstances occurring after taking over possession of the delivered goods. It does not for example include defects which are caused by defective maintenance on the purchaser’s side, or changes to the delivered goods made by the purchaser without NGI A/S’s written consent or repairs which the purchaser has carried out in a faulty manner. The liability does not include normal wear and tear and depreciation.
4.13 NGI A/S has no liability for defects besides those described in points 4.1 - 4.12. This applies to any loss which the defect might cause, including loss on operations, lost earnings and other financial consequence loss. This limitation of NGI A/S’s liability does not apply if NGI A/S is guilty of gross negligence.

5.0 Liability for damage caused by the delivered goods after taking possession (product liability)
5.1 The purchaser shall indemnify NGI A/S to the extent that NGI A/S has imposed liability to a third party for such damage and such loss which NGI A/S according this point’s second and third sections is not liable to the purchaser.
NGI A/S is not responsible for damage caused by the delivered goods after possession has been taken:
a) on real property or movables which occurs while the delivered goods are in the purchaser’s possession.
b) on products which are produced by the purchaser, or on products where these form a part, or on damage to real property or movables which these products cause due to the delivered goods.
In no case is NGI A/S responsible for operational loss, lost earnings or other financial consequence loss.
The stated limitations in NGI A/S’s liability does not apply if NGI A/S is guilty of gross negligence.
If a third party makes a demand on one of the parties concerning liability to pay compensation with reference to this point, this party must immediately inform the other party.

6.0 Venue
6.1 Disagreement between the parties must be ruled on according to Danish law and with Sø- og Handelsretten in Copenhagen as the venue.