DEIF Asia Pacific Pte Ltd Terms and Conditions of Sale and Delivery for Products The present Terms and Conditions of Sale and Delivery shall apply to all orders placed with and all deliveries made by DEIF Asia Pacific Pte Ltd, company No. 201216442W (hereafter referred to as “DEIF”) unless otherwise agreed in writing. 1. QUOTATIONS 9. DEFECTS AND NON-COMPLIANCE All quotations are based on the sales prices, customs duty rates, DEIF is obliged and entitled to remedy any defects or non- exchange rates, taxes, etc. applicable on the date of the quotation. compliance in accordance with the contents of the present Notwithstanding the provision contained in item 2, DEIF reserves provision. DEIF is liable for the defects or non-compliance which is the right to adjust the final sales price in case of changes in the attributable to DEIF, and which result from defects in design, above-mentioned rates and taxes after the issue of the quotation. materials, software or manufacture. DEIF is not liable for any defects or non-compliance whatsoever in materials supplied by the 2. ORDERS customer, in designs made by the customer nor in designs made All orders are binding on the party placing the order, for which by DEIF in accordance with customer specifications. DEIF is not reason any changes to or cancellation of any order are subject to liable for defects caused by inadequate maintenance, by the DEIF’s prior written accept. Concurrently with the placing of an customer’s use of the product sold in a way in which it was not order, the customer is obliged to advise whether the customer intended to be used, by incorrect assembly or installation on the himself will be responsible for collecting the order, cf. item 3. part of the customer, by changes carried out by the customer without DEIF’s consent in writing, by repairs performed by the 3. DELIVERY customer or by ordinary wear and tear. DEIF is not liable for any All orders are delivered FCA Singapore (Incoterms 2020). If the consequences of the customer’s incorrect installation or use of customer has not informed DEIF of the collection of the product at product software updates made available to the customer. DEIF is the time of order placement at the latest, DEIF is entitled to arrange in no event liable for any defects or non-compliance in any product for the transportation of the product to the customer - at the sold more than two years after delivery. DEIF can be held liable for customer’s expense and at his risk. defects or non-compliance only if the defective or non-compliant products are returned to DEIF in suitable packaging and only to the 4. TIME OF DELIVERY extent that DEIF, at its sole discretion, confirms the existence of The time of delivery is stated in the order confirmation issued by the alleged defects or non-compliance. In the event DEIF DEIF. determines that the returned products are neither defective nor non-compliant, DEIF is entitled to charge the customer any costs 5. RETENTION OF TITLE which DEIF has incurred on account of the unfounded allegations DEIF shall retain the full title to the product delivered until the of defects or non-compliance by the customer. The liability, if any, purchase sum, including any interest accrued, is paid in full, cf. of DEIF for damages - whether arising from breach of the terms below. agreed for the supply of products, is limited to an amount not exceeding the purchase sum giving rise to the liability. 6. INTELLECTUAL PROPERTY RIGHTS AND DATA Subject to the provisions set forth herein, the sale by DEIF of a 10. COMPLAINTS product implies the non-exclusive and non-transferable license to The customer shall submit any complaint in writing to DEIF and customer under any of DEIF’s intellectual property rights (“DEIF such complaint shall be submitted as soon as any defect or non- IPR”) compliance has been observed or should have been observed, but (1) to use and resell products as sold by DEIF to customer, as well in no event later than two years after the product has been as delivered to the customer. In the event the time limit allowed for (2) to use and resell systems of products manufactured by or on complaints passes, the customer’s right to hold DEIF liable because behalf of customer that include one or more of such DEIF products. of the defect or non-compliance observed shall lapse. To the extent that software and/or documentation is embedded or made available by DEIF for downloading into a product, the sale of 11. PRODUCT LIABILITY such product shall not constitute the transfer of ownership rights or DEIF is liable for personal injury only if such injury is attributable to title to such software and/or documentation to customer, but, products supplied by DEIF, and only if such injury is attributable to subject to the provisions set forth herein, shall only imply a non- DEIF’s negligence or negligence of persons for whom DEIF is liable. exclusive license to customer under DEIF IPR to use such software DEIF is only liable for damage to property in accordance with the and/or documentation in conjunction with and as embedded in the provisions contained in the Danish legislation and case law product. governing product liability and with regard to international transactions only in accordance with the first sentence. DEIF is not 7. PAYMENT liable for damage or injury caused by products made by the Unless otherwise agreed in writing or any other particular customer or by products which include components made by the agreements, invoices issued by DEIF are payable upon receipt customer or in which products made by the customer have been thereof. DEIF reserves the right to change any current payment incorporated, when such damage is attributable to the customer’s terms for future purchase orders at its discretion, such as to products. If a third party, for example the customer’s customer, condition delivery upon advance payment. In the event of a delay seeks to hold DEIF liable for damage or injury, the customer is in payment, interest is payable at a rate of 12 per cent per annum obliged to indemnify DEIF in connection with any costs incurred by from the due date and until payment. In connection with the DEIF as a result thereof, including any compensation payable, fulfilment of orders placed by enterprises with which DEIF has not attorney’s fees and costs, etc. The customer is, furthermore, in previously traded, payment shall be made upon receipt of pro support of DEIF, obliged to enter into any court proceedings or forma invoice from DEIF. The customer is in no event entitled to arbitration case instituted against DEIF by the third party. withhold payment without prior acceptance in writing from DEIF. 12. INDIRECT LOSSES 8. DELAY DEIF is in no event liable for the customer’s operating loss, loss of In the event that delivery is delayed by more than two weeks, the earnings, installation costs, loss of profits, loss of or damage to customer is entitled to a penalty amounting to one per cent of the data, or any other indirect loss, including any loss resulting from purchase sum exclusive of VAT per week for that part of the the customer’s legal relationship with any third party. delivery which is delayed. In no event can this penalty exceed eight per cent of the purchase sum exclusive of VAT for the part of the 13. REMEDYING DEFECTS AND NON-COMPLIANCE delivery which is delayed. In the event of delays exceeding eight If a product is defective or in any other way non-compliant, cf. weeks, the customer is furthermore entitled to request in writing above, DEIF is entitled, at its own discretion, to remedy such defect that the agreement be cancelled, unless delivery is effected within or non-compliance by effecting repairs, a replacement delivery, or 14 days thereof. by refunding the purchase sum paid. Ref.: 4040000023M Page 1 of 2
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