RAMCON A/S – General Terms and Condition of Sales and Delivery
(version November 2019)
1. GENEREAL - SCOPE
a. The following Terms and Conditions of Sale and Delivery (hereinafter referred to as the ‘Terms’) will apply to all sales and/or deliveries of any products/services (hereinafter referred to as the ‘products’ or ‘services’) of RAMCON A/S (here after referred to as RAMCON) to Customers, organizations and public authorities.
b. These Terms shall apply unless otherwise expressly agreed in writing between the Customer and RAMCON.
c. It is a prerequisite for the Customer’s purchase that these Terms are accepted and therefore, the Customer is encouraged to read the Terms carefully.
2. PRODUCT INFORMATION, OFFERS, CLOSING CONTRACTS
a. Any product information as well as drawings, specifications, technical data and functionality information is for guidance only. The information provided by RAMCON before or after the conclusion of the agreement, remain the property of RAMCON and may not be disclosed without written agreement or otherwise misused.
b. The conclusion of an agreement becomes effective when both parties agree and have accepted the same content of the agreement in writing.
c. Until the Customer’s acceptance of the offered products/services is received by RAMCON, RAMCON is entitled to enter into an agreement with a third party, which might cause the offer to lapse. RAMCON shall upon acceptance of the offer from a third party without undue delay notify the Customer in writing that the offer lapses.
d. The Customer’s placing of an order requires registration as a Customer in RAMCON’s CRM as well as order handling system.
I) When creating a RAMCON Customer registration, RAMCON is also allowed to send the Customer relevant information on activities and offers that can benefit the Customer. This is done as electronic marketing sent to the e-mail address specified in RAMCON’s CRM system. The Customer may at any time unsubscribe from marketing sent from RAMCON on either RAMCON’s website, e-news or by direct contact to RAMCON’s Customer Support: email@example.com. For more information, see our description of RAMCON’s GDPR policy here.
II) Any supply of products/services, price information, etc. on RAMCON’s website as well as in sales material, catalogs etc. is solely to be considered as an invitation to tender and is therefore not binding for Ramcon. III) Final agreement between the Customer and RAMCON is only considered to be concluded when RAMCON, after receiving the Customer’s order on its server, sends a written order confirmation by e-mail to the Customer with the following information: order no., Customer name and address, payment terms, delivery address and an overview of the ordered products/services. IV) The Customer must review the order confirmation immediately after receipt and without any delay make a complaint if needed. V) By default, the Payment Terms are net 30 days from invoice date unless otherwise agreed in writing.
3. DELIVERY AND DELIVERY TIME
a. All deliveries are according to Incoterms 2010, DAP Birkerød unless otherwise agreed. Delivery is considered to have taken place the moment the shipment is made available at RAMCON’s storage facilities. Responsibility and risk transfers to the Customer at the same time unless otherwise agreed in writing.
b. The delivery time depends on the size and nature of the order and what is otherwise agreed between the Customer and RAMCON. The delivery date stated by RAMCON is approximate and thus not binding for RAMCON, unless explicitly agreed on a fixed delivery time for the whole order or parts thereof.
c. If delivery is delayed due to RAMCON being in a situation as specified in Item 11.a, the delivery time is deferred by the time the situation lasts. This applies regardless of whether the reason for the delay occurs before or after the agreed delivery time.
d. If orders cannot be delivered due to Customer conditions, the products are at the Customer’s expense and risk. For this reason, RAMCON is entitled to charge storage fees, costs, etc.
e. If the agreement with the Customer includes several products/services and delays or deficiencies occurs for part of delivery, the Customer is obliged to pay for the products/services delivered in a timely manner and/or without defects. If the Customer has the right to cancel the agreement under these Terms, this cancellation only applies to the delayed or defective part of the delivery, unless otherwise agreed in writing.
4. PRICING, HANDLING COSTS AND PAYMENT
a. Prices and Handling Costs
I) All prices are excl. VAT, fees and handling costs, etc. Reservations are made for price changes and exchange rates that may occur up until delivery – including if suppliers’ prices increases.
II) On all orders/deliveries priced under DKK 10,000.- / SEK 13,000.- / NOK 13,000.- / EUR 1,750.- shipping costs of DKK 375 / SEK 475 / NOK 475 / EUR 50 excl. VAT will be added, unless otherwise agreed. Delivery costs for dry ice is DKK 625 / SEK 825 / NOK 825 / EUR 78 excl. VAT.
I) RAMCON agrees to provide products/services on credit after an individual assessment of the Customer’s credit rating is conducted. These assessments are done on an ongoing basis.
II) The Customer cannot set off against the purchase price for claims arising from other legal matters, and the Customer cannot exercise a right of withdrawal, refuse payment due to delay, complaint or counterclaim concerning the specific delivery.
c. Delayed Payment
I) In the event of non-payment, RAMCON is entitled to calculate interests on the outstanding balance at any time from the due date. If the due date is exceeded, the first reminder will be sent by e-mail after 7 calendar days and the second reminder after another 10 calendar days. If RAMCON does not receive the payment after the second reminder, it goes to debt collection. RAMCON will add a charge fee of the reminder plus an interest fee of 15 % p.a. of the amount due.
II) Please note, that if delivery is postponed due to the Customer, the Customer is still obliged to make payments to RAMCON, as if the delivery took place on time.
III) The Customer is not entitled to set off against any counterclaim towards RAMCON, which is not acknowledged in writing by RAMCON. Furthermore, the Customer has no right to withhold any part of the purchase price due to counter-claims of any kind.
5. PROPERTY RESERVATION
a. RAMCON reserves the ownership of the delivered products as long as no full payment is received.
b. Until the ownership transfers to the Customer, the products must be kept and maintained properly. The Customer must replace damages to the products, in addition to the usual wear and tear. The Customer is also obliged to keep the products insured against fire, theft and water damage to the product’s full value. The Customer commits not to dispose of the products sold without RAMCON’s written consent in a manner that may deteriorate RAMCON’s security in the products, including no pledging, rent or lending of the products.
a. Packaging can only be returned if agreed upon.
7. PRODUCT CHANGES
a. RAMCON reserves the right to make changes to agreed specifications without notice if this can be without any disadvantage to the buyer.
8. COMPLAINT – TRANSPORT DAMAGES, ERRORS AND FAILURES
a. Upon receipt of shipments, the Customer is obliged to immediately examine the shipment, which requires good business practice without undue delay. If the packaging shows visible damage, the Customer must immediately receive in writing the conditions on the consignment note (CMR) and make a written claim in accordance with the delivery terms. Liability will be fulfilled in accordance with the terms of delivery. In case of invisible transport damage, the Customer has 7 working days to claim against the freight forwarder, insurance company and RAMCON. RAMCON does not accept complaints of transport damage and lost shipments if the buyer has entered into an agreement/power of attorney with a third party (freight forwarder) that the shipment can be placed at the destination without recipient receipt. In this case, claims against RAMCON lapses.
b. In the event of defects, the Customer must immediately notify RAMCON without undue delay. At RAMCONS’s choice, deficiencies in the sale will be remedied in accordance with the Danish Purchase law and contractual agreements with RAMCON. If not notified in a timely manner, the right to claim deficiencies lapses.
c. The complaint period is limited to 12 months from delivery. Thus, after the expiry of the complaint period, the Customer cannot claim defects. For third-party products, the time limit for complaints is as stated in the subcontractor’s applicable complaint regulations. Replacement or repair does not result in a new 12-month warranty period.
d. RAMCON is not responsible for faults and defects caused by changes made by the Customer, repair performed by anyone other than RAMCON or RAMCON’s service partners, software related errors, data loss and lack of backup including in connection with repair, remedy and service etc., improper installation, treatment, water damage, fire, unstable power supply, incorrect mains connection or consequential failure due to the use of other connected equipment.
e. No further warranty is provided by RAMCON unless expressly agreed in writing. Warranty and service obligations, in addition to what may be expressly and in writing agreed with RAMCON, are not the responsibility of RAMCON, but the manufacturer and his service provider, if any.
9. LIABILITY AND LIMITATION OF LIABILITY
a. RAMCON is not liable in the event of delay or defects on the products/services. Thus, RAMCON disclaims any responsibility for consequential loss and/or indirect loss, including loss of operations, loss of profit, loss of earnings, loss of data and/or other indirect losses as well as costs associated with re-establishment/updating, etc. on the occasion of shortcomings on the sold products/services.
b. RAMCON’s product liability is limited to the liability under danish law, and RAMCON disclaims any liability for product damage on any other basis. The Customer is obliged to notify RAMCON in writing without undue delay if a product liability damage has occurred or if there is a danger that such damage will occur.
10. PERSONAL INFORMATION – GDPR
a. RAMCON’s processing of personal data complies with the General Data Protection Regulation (GDPR). The Customer is always welcome to contact RAMCON if information is requested about what data is held and processed and/or the information must be deleted or corrected. Information such as the Customer’s name, company name and address/department, e-mail and telephone number is only used to fulfill the contractual obligation between RAMCON and the Customer. In no event will RAMCON disclose the Customer’s information to any third party other than Data Processors providing services to RAMCON, who fulfills RAMCON’s approved Data Processor Agreements. In addition, disclosure will only be possible with the Customer’s consent e.g. to freight forwarder. See our description of GDPR here.
11. FORCE MAJEURE
a. If an exceptional situation arises, that is beyond RAMCON’s control and which under the Sales of Goods Act can be referred to as force majeure, RAMCON’s obligations will be suspended for the duration of the exceptional situation.
b. RAMCON cannot be held liable for obstacles that are outside RAMCON’s power, such as production disruptions, lightning strikes, prolonged power outages, strikes or other unforeseen events.
12. APPLICABLE LAWS
a. Any dispute between the Customer and RAMCON in connection with these Terms must be settled under Danish law.
a. If one or more provisions of these Terms are considered invalid, the other Terms shall continue to be valid between the Customer and RAMCON.
a. RAMCON may assign, in whole or in part, its rights and obligations to third parties, including having its rights and obligations performed in whole or in part by subcontractors. Unless RAMCON provides a written consent, the Customer cannot assign any rights or obligations to any third party.