Terms
Terms and Conditions of Sale and Delivery of OptoTel A/S
1 General Conditions
The terms and conditions outlined below apply to all quotations, orders and deliveries unless specified otherwise in writing by an authorised employee of OptoTel.
2 Quotations
All quotations are valid for 30 days, unless specified otherwise. Specifications in the quotation are valid at time of quotation. Specifications may be subject to changes by the manufacturer; in this case a new quotation will be issued. However, OptoTel A/S and the manufacturer reserve the right to undertake minor changes to drawings and descriptions without notice.
3 Orders
Orders are received and then acknowledged as received in our Order Acknowledgement. Order acceptance is confirmed in our Order Confirmation with the provision that OptoTel A/S accepts no responsibility for force majeure, including strike, lock-outs, wars, fires, import restrictions or any other circumstances beyond the control of OptoTel A/S.
4 Delivery Dates
The Order Acknowledgement will specify the requested delivery date only. The actual confirmed delivery date based on the delivery date we receive from our supplier or our internal stock is provided for guidance and is stipulated in the Order Confirmation. OptoTel A/S will strive to meet the confirmed delivery dates mentioned. OptoTel A/S accepts no liability whatsoever, for delays to deliveries. Should the confirmed delivery dates change due to circumstances beyond OptoTel A/S’s immediate control, then an updated Order Confirmation will be sent stipulating these new dates. OptoTel A/S reserves the right to postpone delivery in case of non-fulfilment of credit and payment terms agreed.
5 Delivery
All prices are quoted FCA Holte, Denmark – unless specified otherwise. Freight is charged as a separate item on the final invoice.
6 Cancellation
Cancellation of order, in whole or in part, is not permitted for goods purchased to specific customer requirements (customised goods), unless otherwise agreed to by OptoTel A/S in writing. A charge of 20% of the value of the outstanding undelivered goods may be levied, at OptoTel’s sole discretion, for all other cancellations.
7 Complaints
The customer must examine the goods immediately on receipt of order to identify any faults or defects. Complaints must be notified to OptoTel A/S within 8 days of receipt of order. OptoTel A/S accepts no liability for any faults or defects due to the manufacturer.
8 Product Liability
OptoTel A/S accepts no liability for consequential loss, loss of time, loss of profit or any other losses direct or indirect. OptoTel A/S only accepts liability in circumstances where irrefutable proof exists that goods delivered by OptoTel A/S have directly caused bodily harm or damage to property.
9 Return of Goods
OptoTel A/S only accepts returned goods if approved in writing, with an accompanying RMA number issued by OptoTel; irrespective of whatever cause. It is the customer’s responsibility to obtain this approval and RMA number before returning the goods.
10 Pricing
All prices quoted are excluding VAT and are based on the exchange rate indicated. The prices are quoted in Danish Kroner (unless otherwise stipulated) and are subject to variation if exchange rates fluctuate outside +/- 2%, between the currency of sale and the currency of purchase by OptoTel; unless otherwise specified. All orders are confirmed in writing unless delivery is ex stock. In this case OptoTel shall make deliveries immediately upon receipt of order assuming immediate deliveries are requested (also refer to paragraph 14). OptoTel accepts no responsibility for changes in customs and excise rates made between order acceptance and delivery. In such cases the price may vary, at OptoTel’s sole discretion, in accordance to the chage of duty rates. This variation will not apply to goods sold at ex-duty prices.
11 Terms of Payment
Terms of Payment appear on the order confirmation/invoice. Payment must be made within 30 days from date of invoice unless specified otherwise. In the event of any delay in payment interest at a rate of 2% per month may be levied at OptoTel’s sole discretion in addition to any amount outstanding.
12 Warranty
Warranty of goods is determined by terms and conditions of the manufacturer. In general, not withstanding the manufacturer’s warranty terms, goods are warranted to be free of defects and to meet the manufacturer’s specifications for a period of 12 months. Unless otherwise specified in writing, prototype devices, samples, and any goods provided free of charge carry no warranty whatsoever.
13 Export Control (where applicable)
‘These commodities were authorised for Export from United States under a special Distribution License procedure on the condition that they may not be re-exported without prior approval from United States authorities’.
14 Order Variation
OptoTel A/S will strive to deliver goods as close as possible to the requested delivery dates. Where this is not possible, OptoTel A/S will strive to deliver goods to the confirmed delivery dates in the Order Confirmation. From time to time, order deliveries may be consolidated with other deliveries, where the variation in delivery dates would be no more than 7 days. Following confirmation of an order by OptoTel A/S, deliveries may varied if the customer provides due written notice, ahead of the confirmed delivery dates, as follows:
0 to 30 days no order variation is permissible
30 to 90 days deliveries may only be postponed once, by up to 60 days after the original confirmation dates
90 days plus deliveries may be varied or cancelled at will, subject to the terms of section 6.
Deliveries may only be advanced if the manufacturer can accommodate this request. Where advancement has been accepted, OptoTel A/S will send a new order confirmation stipulating the new delivery dates.
15 Liabilities and Penalties
OptoTel A/S accepts no liability whatsoever, nor accepts any penalties whether direct or indirect in connection with late deliveries, delivery of damaged goods, violations of patents or any other matters outside the direct control of OptoTel A/S; except for those limited liabilities accepted in sections 8 and 12. OptoTel A/S accepts no further liabilities or penalties unless a board resolution exists to that effect in the specific instance. In any case, the value of any penalty or liability may not exceed the order value.
16 Applicable Law and Place
The Terms and Conditions of sale are subject and enforceable in accordance with the laws of the Kingdom of Denmark, and subject to the courts of Denmark only.