1.1. These General Terms and Conditions of Sale (“GTCS”) apply to all Sales of goods by SCAN Antenna A/S (SCAN) notwithstanding any conflicting, contrary or additional terms and conditions in any purchase order or other communication from Purchaser. No such conflicting, contrary or additional terms and conditions shall be deemed accepted by SCAN unless and until SCAN expressly confirms the acceptance in writing. This GTCS replace all previously issued GTCS.
1.2. These Terms and Conditions of Sale apply to any quotation, whether written or verbal, or to any order unless or until other Terms and Conditions are agreed and accepted by SCAN in writing.
1.3. Issues addressing principal agreements, partnerships, intellectual property rights, or any other legal contract are only valid when signed by an authorised officer on behalf of SCAN, i.e. the CEO or two Executive Directors.
1.4. SCAN reserve the right to change these GTCS at any time. SCAN will give Purchaser thirty calendar days notice of any changes by posting notice on the SCAN website.
Offers, Purchase Orders, Order Confirmations and Loan Items
2.1. All offers made by SCAN are open for acceptance within thirty calendar days from the date of issue, unless otherwise specifically stated therein, and are subject to the availability of the goods offered.
2.2. All orders issued by Purchaser shall specify as a minimum the type and quantity of goods requested, applicable unit prices, delivery place and requested delivery dates. No purchase order shall be binding on SCAN unless and until confirmed by SCAN in writing with the applicable prices. SCAN’ order confirmation shall be the binding document for the subsequent invoicing.
2.3. Minimum order is DKK 3.800 or EUR 500.
2.4. A surcharge of DKK 500 or EUR 70 is applicable for orders below the minimum and invoiced without further notice. This conditioned minimum order and respective surcharge overrule any written or oral quotes omitting this.
2.5. There can be no cancellation or suspension of any orders without SCAN’s agreement in writing. If the purchaser cancels the order SCAN has the right to charge the Purchaser an amount appropriate to the work that has been carried out up to a maximum of the value of the contract and/or orders.
2.6. Loan Items – These Terms and Conditions apply to any loaned item. Notification of any defect must be made within two days. The loaned item remains the property of SCAN at all times. It is a condition of accepting a loan item that the recipient insures the product and keeps it in his possession and under his control at all times. The recipient will pay for carriage and packaging of the item both to and from SCAN’s premises. Purchaser will be invoiced for the Loan Item at standard price, but min. DKK 3.800 or EUR 500. A credit note will be issued upon safe return. Should the loan item not be returned to SCAN within the agreed time scales (usually 30 days) the invoice will be due for payment. If the loaned item has deviating technical or cosmetic appearance vs. new, customer will be invoiced up to a maximum of the list price value of the item.
Prices and Terms of Payment
3.1. The prices for goods shall be those set forth in SCAN’s order confirmation. All prices are exclusive of taxes, impositions and other charges, including, but not limited to, sales, use, excise, value added and similar taxes or charges imposed by any government authority.
3.2. Prices are as specified on SCAN’s current price list. Prices are subject to change without notice. SCAN shall endeavour to provide as much advance notice as possible of forthcoming price changes. SCAN reserves the right without notice to alter the price of goods due to circumstances beyond its control including but not limited to taxes, duties, freight charges, exchange rate fluctuations and increase in cost of labour or materials.
3.3. Unless expressly stated otherwise in SCAN’s order confirmation, payment for goods shall be prepayment for non account holders without offset or deduction.
3.4. SCAN may at any time change agreed payment terms without notice by requiring payment cash in advance or cash on delivery, bank guarantee, letter of credit or otherwise.
3.5. If Purchaser fail to pay any invoice within seven calendar days of the due date of payment, SCAN may suspend delivery of any purchase order or any remaining balance thereof until payment is made or terminate delivery of any purchase order or any remaining balance thereof by providing written notice of termination to Purchaser within seven calendar days of the expiration of the grace period. Further, SCAN may charge Purchaser interest from the due date to the date of payment at the rate of 1.5 % per month. This shall be in addition to, and not in limitation of, any other rights or remedies to which SCAN are or may be entitled at law or in equity.
3.6. Title to goods delivered shall remain vested in SCAN and shall not pass to Purchaser until the goods have been paid for in full. If Purchaser fails to pay any invoice within fourteen calendar days of the due date of payment, SCAN may retake the goods covered by the invoice. Purchaser must insure all goods delivered to their full replacement value until title to the goods has passed to Purchaser.
3.7. Payment must always be made by bank transfer to SCAN’ bank as stated on the invoice.
3.8. SCAN does not accept checks. Checks will either be returned or subject to a handling fee of DKK 500 or EUR 70.
Terms of Delivery and Late Delivery
4.1. Unless expressly stated otherwise in SCANs’ order confirmation, all deliveries of goods shall be Ex Works (EXW) in accordance with Inco terms 2010. The risk of loss of or damage to goods shall pass to Purchaser in accordance with the agreed delivery term.
4.2. The delivery dates of goods shall be those set forth in SCAN’s order confirmation. If SCAN fail to deliver goods within seven calendar days of the agreed delivery date, Purchaser may terminate the applicable purchase order in whole or in part (as to those goods affected by the delay) by providing written notice of termination to SCAN within seven calendar days of the expiration of the grace period. Further, Purchaser may claim damages for any loss suffered as a result of the delay subject to the limitation of liability below. These shall be Purchaser exclusive remedies for late delivery.
4.3. SCAN reserve the right to make partial shipments.
Acceptance of goods
5.1. Purchaser must inspect goods delivered upon receipt. Purchaser is deemed to have accepted goods delivered unless written notice of rejection specifying the reasons for rejection is received by SCAN within five calendar days after delivery of the goods.
5.2. Purchaser shall not refuse to take delivery small variations and minor blemishes in surface finish and colour on metals, plastics and paint are to be expected, along with minor irregularities on joints and seals made by the manual applications of adhesives/sealants.
6.1. SCAN warrant that upon delivery and for a period of twelve months from the date of invoice goods purchased hereunder will conform in all material respects to the applicable manufacturers specifications for such goods and will be free from material defects in workmanship, material and design under normal use. The warranty does not cover damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accident or abuse.
6.2. With respect to goods which do not conform to the warranty SCAN’s liability is limited, at SCAN’s election, to (i) refund of the purchase price for such goods less a reasonable amount for usage, (ii) repair of such goods, or (iii) replacement of such goods; provided, however, that such goods must be returned to SCAN, along with acceptable evidence of purchase, within fourteen calendar days after Purchaser has discovered the lack of conformity or ought to have discovered it.
6.3. SCAN makes no other warranty, express or implied, with respect to goods delivered hereunder, and the warranty constitutes SCAN’s sole obligation in respect of any lack of conformity of goods delivered. In particular, SCAN makes no warranty with respect to the merchantability of goods delivered or their suitability or fitness for any particular purpose.
6.4. All material returned under warranty shall be returned to SCAN prepaid by the Purchaser and returned to the Purchaser, prepaid by SCAN.
Limitation of Warranty and Liability
7.1. Neither Party will be entitled to, nor liable for, indirect, special, incidental, consequential or punitive damages of any nature, including, but not limited to, business interruption costs, loss of profit, removal and/or reinstallation costs, re-procurement costs, loss of data, injury to reputation or loss at Purchaser. Purchasers recovery from SCAN for any claim shall not exceed the purchase price for the goods giving rise to such claim irrespective of the nature of the claim, whether in contract, tort, warranty or otherwise.
7.2. SCAN shall not be liable for any claims based on SCAN’s compliance with Purchasers designs, specifications or instructions or repair, modification or alteration of any goods by parties other than SCAN or use in combination with other goods.
Intellectual Property Rights
8.1. The intellectual property of all items designed, developed and manufactured by SCAN resides with SCAN. The payment of Non Recurring Engineering (NRE) charges by a Purchaser does not confer any rights to the intellectual property of any designs which emanate directly or indirectly from the development. As part of any contract, whether it includes the payment of NRE or not, the Purchaser must accept without reservation that SCAN is the rightful owner of all intellectual property rights for products which are supplied under contract or standard supplies to Purchaser. The Purchaser must not copy, or allow any third party to copy the designs of any SCAN’s products.
8.2. Copyright in any specification, drawing, digital software, technical description, photographs and other documents supplied by SCAN generally or in connection with the Order and all intellectual property rights in the design of any parts of the equipment or provisions of services, whether such design be registered or not, shall vest in SCAN absolutely. The Purchaser shall keep confidential any information expressed or confirmed by SCAN in writing to be confidential and shall not disclose it without SCAN prior consent in writing by an authorised officer (ref. § 1.3) to any third party or use it other than for the operation and maintenance of any equipment provided.
9.1. Either party shall be excused from any delay or failure in performance if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labour disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties respective obligations shall resume. In the event the interruption of the excused partys obligations continues for a period in excess of thirty calendar days, either party shall have the right to terminate the applicable contract(s) of sale, without liability, upon thirty calendar days prior written notice to the other party.
10.1. The United Nations Convention for the International sale of Goods shall not apply to these GTCS or to any contracts of sale entered into between the Parties.
10.2. No waiver of any provision of these GTCS shall constitute a waiver of any other provision(s) or of the same provision on another occasion. Failure of either party to enforce any provision of these GTCS shall not constitute a waiver of such provision or any other provision(s) of these GTCS.
10.3. Should any provision of these GTCS be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, such provision may be modified by such court in compliance with the law giving effect to the intent of the parties and enforced as modified. All other terms and conditions of these GTCS shall remain in full force and effect and shall be construed in accordance with the modified provision.
10.4. These GTCS and all contracts of sale entered into between the Parties shall be governed by and construed in accordance with the laws of Denmark without giving effect to any choice of law or conflict of law provisions. Any suits, actions or proceedings that may be instituted by either of the Parties against the other shall be instituted exclusively before the competent courts of Denmark, however, without prejudice to SCAN’s right to bring suits, actions or proceedings in any other court which would have jurisdiction if this provision had not been incorporated into these GTCS.
General Terms and Conditions of Sales, September 2019
Please contact us in case you need any further information regarding the above mentioned sales terms and conditions.