General Terms and Conditions for the Sale and Delivery of Services and Goods from Datec Medico

For the avoidance of doubt, the term “services and goods” also includes software. Additional separate terms that may be provided to the Buyer shall apply to software. In the event of any conflict between these general terms and the separate terms, the separate terms shall prevail. Datec Medico may require that the Buyer sign a separate software license agreement.

1.     Installation

Unless otherwise agreed in writing, installation of the purchased goods shall be carried out by Datec Medico. At its own expense, the Buyer shall undertake the preparatory work necessary to ensure a proper and lawful installation, including:

1. Ensuring the necessary electrical connection as well as ventilation, water, and drainage, in accordance with applicable legislation. The power requirements (electricity) stated by Datec Medico are based on normal operation.

2. Providing free and unobstructed access to the final location of the equipment so that a lawful and appropriate installation can be carried out.

3. Providing sufficient on-site assistance during and outside normal working hours.

4. Taking all measures necessary to place the delivered goods at the intended site of use, including, for example, hoisting or reinstating any affected building parts.

5. Obtaining any approvals that may be required by public authorities.

Any costs incurred due to waiting time caused by reasons not attributable to Datec Medico shall be borne by the Buyer.

Installation shall be deemed complete once, in Datec Medico’s assessment, the purchased goods can be put into operation. If a formal handover procedure has been agreed, installation shall be deemed complete upon the conclusion of such handover. In the event of delay caused by the Buyer, installation shall be deemed complete once, in Datec Medico’s assessment, such handover could otherwise have taken place.

2. Retention of Ownership

Ownership to the purchased goods shall remain with Datec Medico until the full purchase price has been paid, unless the purchased goods are consumed in the Buyer’s production process or form part of the Buyer’s regular stock for resale.

Until ownership passes to the Buyer, the Buyer is obligated to use the purchased goods in a responsible manner, refrain from making any modifications thereto, maintain them in accordance with prescribed guidelines, and at its own expense keep the purchased goods insured against fire and theft to their full value. Upon Datec Medico’s request, the Buyer is obligated to have a pledge declaration issued.

Prior to the transfer of ownership, the Buyer shall not permit use or possession of the purchased goods by any party outside the Buyer’s place of business, nor shall the purchased goods be used outside the country without Datec Medico’s written consent.

Where multiple items are sold under the same contract, the retention of ownership applies to all of them until the entire purchase price has been paid.

With respect to software, the Buyer acquires only the right to use the software. The software always remains the property of Datec Medico. It must be treated as confidential and may not, without Datec Medico’s permission, be copied, reproduced, or disclosed to third parties.

3. Technical Documents, Drawings, etc.

All information—including in brochures—regarding the design and specifications of the ordered equipment is provided subject to any changes that Datec Medico may implement prior to delivery to the Buyer. This applies both to equipment manufactured by Datec Medico and to equipment marketed by Datec Medico on behalf of others.

All drawings, technical documents, and other technical information related to the purchased goods or their manufacture, which are provided to the Buyer, remain the property of Datec Medico. Such materials may not, without the prior written consent of Datec Medico, be disclosed to any third party, copied, reproduced, or used for purposes not approved by Datec Medico.

4. Price and Payment Terms

Delivery is made at the prices in effect on the day of delivery. In the event of any price changes, all orders in process shall be invoiced at the new prices.

Unless otherwise agreed in writing, delivery shall be made against payment in cash.

Payment must be received by Datec Medico no later than 30 days from the invoice date. If payment is not received on time, Datec Medico is entitled, without further notice, to charge interest on the overdue amount. The current rate of interest is the discount rate plus 3% for each month commenced. Any accrued interest becomes due at the time it is added to the outstanding balance.

Datec Medico is also entitled to terminate all existing agreements and suspend further deliveries, which does not, however, exempt the Buyer from the obligation to pay due amounts plus any costs. The Buyer is not entitled to withhold any portion of the purchase price as security for the fulfilment of potential claims.

Datec Medico may at any time, notwithstanding any contrary agreement, require the Buyer to provide a satisfactory guarantee of payment on one day’s notice. The costs of such guarantee shall be borne by the Buyer.

5. Delivery Time, etc.

Any delivery time stated by Datec Medico runs from the day a binding agreement is concluded and refers to the time of delivery from Datec Medico. Datec Medico only accepts liability for delayed delivery if there is a written agreement to that effect (see also Clause 11).

In the case of delivery of consumables which Datec Medico does not keep in stock but procures based on orders, Datec Medico is entitled to deliver up to 10% more or less than the agreed quantity. Datec Medico may make partial deliveries, which shall otherwise be subject to the discount and freight terms of the main invoice.

6. Transport and Risk

Unless otherwise agreed, the method of transport is decided by Datec Medico. The goods are shipped at Datec Medico’s risk throughout Denmark (excluding Greenland and the Faroe Islands), regardless of whether Datec Medico pays the freight and irrespective of the method of transport.

Goods returned for credit, repair, or otherwise shall be returned at the sender’s expense and risk.

7. Complaints

Upon receipt, the Buyer is obligated to inspect the delivered goods. In the event of defects, the Buyer shall immediately notify Datec Medico in writing. If the Buyer fails to give such notice as soon as the Buyer has or ought to have discovered the defect, the Buyer cannot subsequently claim that defect.

Datec Medico’s liability extends only to defects that are reported by the Buyer no later than three (3) months after delivery.

The complaint period is calculated from the time Datec Medico hands over the goods for shipment to the Buyer or, alternatively, from the time when a handover procedure has taken place or could have taken place.

8. Defects and Liability

If defects are discovered in the purchased goods and notification is given in a timely manner, Datec Medico is entitled to remedy the defect during normal working hours or to replace the goods with other goods of the same type and quantity, including any necessary configuration. The Buyer is not entitled to cancel the contract, require further replacement, request a proportionate reduction of the purchase price, or claim damages.

Datec Medico is liable only for the suitability of the purchased goods for specific tasks if the Buyer has provided written information about these tasks and Datec Medico has then provided written confirmation of its acceptance of such use.

Datec Medico assumes no liability for the Buyer’s negligence, use of the purchased goods contrary to Datec Medico’s user manuals or instructions, use for purposes other than normal operation, any changes or interventions made by the Buyer with respect to the goods, or the use of the purchased goods in conjunction with other equipment that affects their function.

If defects for which Datec Medico is liable are not remedied and no replacement is provided, Datec Medico may, by written notice to the Buyer, cancel the agreement and take back the equipment against repayment of the purchase price paid. The Buyer cannot assert any further claims.

If the Buyer has the right to complain and it is established that there is no defect for which Datec Medico is liable, the Buyer shall pay Datec Medico for the work performed in accordance with Datec Medico’s applicable prices at any given time.

For consumables (used in the Buyer’s production) and used equipment, the following also applies:

In the event of a manufacturing defect in consumables, the defective item shall, by prior arrangement, be sent to Datec Medico with the information Datec Medico requests. A sample of the processed materials showing the defect, together with the original packaging containing unexposed, unprocessed material, must be included.

Unless otherwise agreed in writing, used equipment is sold “as seen,” without any liability on the part of Datec Medico for potential defects, other than defects in title.

9. Damage to Persons and Property

Datec Medico is liable for personal injury only if it is proven that the injury is due to gross negligence on the part of Datec Medico or others for whom Datec Medico is responsible. Datec Medico is not liable for damage to real property or personal property, nor for damage to products in which the delivered goods are incorporated.

Datec Medico’s liability for damages is limited to direct losses and to a maximum amount of DKK 10 million. Datec Medico is thus not liable for operating losses, loss of earnings, or other indirect losses.

If Datec Medico is held liable for product liability toward a third party, the Buyer shall indemnify Datec Medico to the extent that Datec Medico’s liability is limited under the two preceding paragraphs.

If any claim for compensation in accordance with these provisions is raised by a third party against either Datec Medico or the Buyer, the party against whom such claim is made shall immediately notify the other party thereof.

10. Cancellation / Return

Cancellation and/or return of ordered/delivered goods may not take place without prior arrangement. Datec Medico reserves the right to reduce the amount credited.

Returns must be shipped prepaid, indicating the information requested by Datec Medico. The returned goods must be in flawless condition and in the original, undamaged packaging without any marks.

11. Force Majeure

If Datec Medico has assumed liability for delayed delivery and it turns out that delivery is impossible due to force majeure, Datec Medico may, without notice, postpone the delivery indefinitely or cancel the order. No claim for damages may be brought against Datec Medico in such circumstances.

Force majeure shall be any circumstance beyond the control of the parties, including but not limited to labour disputes, fire, war, mobilization, and unforeseen call-ups of a similar scope, requisition, seizure, currency restrictions, riots, civil unrest, shortage of transportation, orders from environmental authorities, restrictions on power supplies, and defects or delays in deliveries from subcontractors, including such delays caused by a subcontractor’s bankruptcy.

12. Assignment

Datec Medico is entitled to assign its rights and/or obligations under these terms to a third party.

13. Goods Intended for Resale

When purchasing goods intended for resale, the Buyer is obliged to:

•    Resell the goods in the original packaging. Labels, numbers, and product designations on the packaging must not be covered, altered, or removed.

•    Comply with any restrictions that may apply to machines, spare parts, and software.

•    Refrain from exporting the goods or reselling them for export outside the EU.

14. Venue and Governing Law

In the event of disputes, the venue shall be the District Court in Aarhus, Denmark, or another court chosen by Datec Medico. All questions shall be decided in accordance with Danish law, unless otherwise agreed in writing.