Terms of Purchase

1. Scope
These standard purchase terms apply to all purchases of goods and services unless otherwise agreed in writing between the parties. Any deviation from these terms must be explicitly approved in writing by the buyer.

2. Order and Confirmation
2.1. The buyer issues a written order to the supplier, who must confirm the order within 48 hours. Failure to confirm is considered acceptance.

2.2. The supplier's terms of sale that deviate from these standard purchase terms are only valid if explicitly accepted by the buyer.

3. Prices and Payment
3.1. All prices are fixed and include duties, taxes, and other charges unless otherwise stated. VAT is not included.

3.2. Payment terms are 30 days End of Month from the invoice date, provided a correct invoice and delivery.

3.3. Invoices must be sent electronically and include the PO number, delivery date, detailed descriptions of the goods or services provided, unit prices, and any applicable discounts.

3.4. A penalty of 1000 DKK will apply for incorrect invoices requiring correction.

4. Delivery
4.1. Delivery must take place on the agreed date and location. Delay is considered a material breach.

4.2. Risk passes to the buyer upon proper delivery at the agreed location. Ownership transfers upon payment.

4.3. Goods must be properly packaged and clearly labeled in accordance with the buyer's instructions. Packaging must ensure the goods are protected against damage during transport and storage for at least 3 months.

4.4. Deliveries must include a packing list specifying item numbers, quantities, and any relevant serial numbers.

5. Quality and Warranty
5.1. The supplier guarantees that the goods and services meet agreed specifications, are free from defects, and comply with applicable laws.

5.2. The supplier must provide relevant certificates of conformity, test reports, and quality assurance documentation where applicable.

5.3. The warranty period is a minimum of 12 months from delivery or the period specified in the agreement.

5.4. Any defects discovered within the warranty period must be rectified at no cost to the buyer. Repairs or replacements are subject to the same warranty terms as the original items.

6. Documentation
6.1. The supplier must provide detailed documentation, including but not limited to operating manuals, maintenance instructions, and safety guidelines.

6.2. Documentation must comply with applicable industry standards, such as ISO 9001 for quality management or EN 10204 for material certificates.

6.3. All documentation must be provided in Danish or English, unless otherwise agreed, and delivered in both digital and hard copy formats.

7. Liability
7.1. The supplier is liable for any damage caused by the supplied goods or services, including product liability, in accordance with applicable law.

7.2. The supplier must maintain valid product liability insurance and provide documentation upon request from the buyer.

8. Confidentiality
8.1. The supplier must treat all information received from the buyer as confidential and use it only for fulfilling the agreement.

8.2. The confidentiality obligation applies for 5 years after the termination of the agreement.

9. Force Majeure
9.1. Neither party is liable for failure to fulfill their obligations due to force majeure events such as natural disasters, war, strikes, or other circumstances beyond their control.

9.2. If force majeure lasts more than 30 days, either party may terminate the agreement in writing without further liability.

10. Termination
10.1. The buyer may terminate the agreement with immediate effect if the supplier commits a material breach and fails to remedy it within 15 days of written notice.

10.2. Upon termination, the supplier must refund any prepaid amounts and retrieve any delivered goods at their own expense.

11. Governing Law and Jurisdiction
11.1. These terms are governed by Danish law.

11.2. Any disputes must be resolved amicably. If this fails, disputes are settled by the Danish courts with the court in Randers as the venue.

12. General Provisions
12.1. Any changes to these terms must be in writing and agreed upon by both parties.

12.2. If any provision of these terms is declared invalid, the remaining provisions remain valid.


Buyer
Verdo Energy Systems A/S
Agerskellet 7
DK-8920 Randers NV