Terms and Conditions of Sale and Delivery
1. SCOPE
1a. The following terms and conditions of sale and delivery (hereinafter referred to as the "Terms") apply to the sale and/or delivery of any product (hereinafter referred to as the "Product") from RAMCON A/S (hereinafter referred to as "RAMCON") to the contracting entity acting on behalf of a company in connection with the exercise of its trade or business, at the same time declaring that it has the authority to bind the company in question (hereinafter referred to as the "Customer"). RAMCON and the Customer are collectively referred to as the "Parties" and separately also a "Party".
1b. The terms shall apply to any order, agreement or purchase/delivery regarding a Product, unless otherwise expressly agreed in writing between the Customer and RAMCON.
1c. The Customer's entering into of any order, agreement or purchase/delivery regarding a Product is subject to the acceptance of the Terms, and the Customer is encouraged to read the Terms carefully.
2. INFORMATION, CONCLUSION OF AGREEMENT, ETC.
2a. Product information
Any product information as well as any information on technical data and functionality is solely for the purpose of guidance. The Customer is fully responsible for the selection of the Product, including ensuring that the Product will function in the environment intended by the Customer.
2b. Conclusion of agreement as a result of RAMCON's submission of order
RAMCON's offer is open for acceptance within the period specified in the offer, or if no period has been specified, within 30 days of the date of the offer.
Any offer of Products, pricing and the like on the internet, including on RAMCON's website as well as any offer of Products, pricing and the like in printed media and other media is solely considered an invitation to treat and is therefore not binding on RAMCON. RAMCON is at all times (regardless of whether an offer is regarded as an invitation to treat) entitled to reserve its right to be bound by the stated price, including if the Product no longer is in stock.
2c. Use of the Customer's information for marketing purposes
As part of the Customer's submission of an offer, purchase of a Product and/or upon general conclusion of an agreement with RAMCON, the Customer agrees for its information to be registered in RAMCON's customer register and systems.
In connection with the Customer's purchase of Products from RAMCON, RAMCON is entitled to send marketing material about similar Products offered by RAMCON to the Customer to the email address provided by the Customer in connection with the purchase. The customer may at any time unsubscribe from marketing sent by RAMCON by either following the relevant link in a received marketing email or by directly contacting customer support; ramcon@ramcon.dk.
3. DELIVERY AND DELIVERY TIME
3a. Delivery
Delivery is made in accordance with DAP (Incoterms 2020) at the destination agreed in writing by the Parties, provided that the Customer bears all delivery costs, see further in Clause 4. Liability and risk are transferred upon delivery which takes place when the Products are made available for unloading at the destination agreed by the Parties. The Customer accepts that if RAMCON loads or unloads the Customer's vehicle, this is done at the Customer's own expense and liability.
In the event of accidental loss of the Products prior to the transfer of risk to the Customer which cannot be attributed to RAMCON's acts or omissions, RAMCON shall be relieved of its obligations to deliver the Products. The parts of the order that relate to or depend on the Products are deemed cancelled without any liability for either RAMCON or the Customer.
3b. Delivery time
Any date or period for delivery of the Products stated by RAMCON is only intended as an estimated time/time period and is thus not binding for RAMCON, unless a fixed delivery time has been expressly agreed for the entire order or parts thereof.
In the event of a delay, RAMCON will to the best of its ability attempt to remedy the delay (e.g. by delivering the delayed Product) within 40 days after the delay has occurred. If RAMCON fails to do so, the Customer's only rights in the event of a delay are the cancellation of the purchase of the delayed Products (or parts thereof) and a possible reimbursement of prepaid amounts. Under no circumstances may the Customer claim delivery by RAMCON.
RAMCON shall (to the extent possible) inform the Customer of any foreseeable changes to the delivery date, which shall not be considered a delay nor grant the Customer any rights in this regard.
In the event of a material supply shortage or other forms of delivery difficulties regarding the Products, either with RAMCON or RAMCON's subcontractors, delivery may be postponed without constituting a delay and without RAMCON incurring any liability in this regard.
If RAMCON's delivery of the Products is hindered as a result of Force Majeure (see Clause 14 below), the delivery time will be extended by the duration of the hindrance (without liability for RAMCON).
Regardless of whether RAMCON requests an extension, and the extension is due to reasons attributable to the Customer, RAMCON is entitled to additional payment for any extra costs as a result. This provision shall apply regardless of whether the cause of the delay occurs before or after the expiry of the agreed delivery time.
If delivery is delayed due to the Customer's circumstances (in Danish: fordringshavermora), including due to an act or omission on the part of the Customer, or if the Customer has not provided adequate shipping instructions (if applicable), RAMCON is not liable for delay and RAMCON (or its subcontractor) is entitled to place the Products in a suitable place at the Customer's expense. When placing the Products in such a place, delivery is deemed to have been completed and the liability for the Products passes to the Customer. RAMCON is also entitled to reimbursement for all documented direct costs arising as a result of the Customer's failure to fulfil its obligations.
If delivery cannot be completed due to the Customer's circumstances, the Products remain at the Customer's expense and liability. RAMCON is not liable for delay in this connection and is also entitled to invoice warehousing costs, expenses, etc.
4. PRICES, HANDLING COSTS AND PAYMENT TERMS
4a. Prices and handling costs
All prices are exclusive of VAT, taxes, custom and handling costs, etc. as well as any kind of tax imposed on RAMCON or triggered by the conclusion of an order. The Customer is responsible for their payment.
Unless otherwise agreed, the Customer shall bear all delivery costs in connection with the delivery of a Product, which constitutes a derogation from DAP. The delivery costs are invoiced either separately or as part of the total invoicing for the Product(s).
The delivery costs below are to be taken as examples only, and the Customer acknowledges that it has not relied upon the following examples when entering into an order/agreement and understands that RAMCON will not be bound by these, as these may be adjusted at RAMCON's discretion:
Denmark (orders below DKK 10,000): DKK 390. Blue ice/dry ice deliveries + DKK 125 Sweden (orders below SEK 13,000): SEK 595. Blue ice/dry ice deliveries + SEK 190. Finland (orders below € 1,750): € 53. Blue ice/dry ice deliveries + € 16.50.
Delivery costs for orders to Norway, Iceland, Greenland and the Faroe Islands will be charged according to the disbursement.
RAMCON reserves the right to adjust prices right up until delivery if RAMCON can demonstrate an increased impact on prices because of changes in RAMCON's purchase prices, taxes and duties, exchange rates, customs duties or other costs included in RAMCON's prices, including if RAMCON's subcontractors regulate their prices to RAMCON.
4b. Payment terms
The payment deadline is 30 days after the Customer's receipt of the invoice or when delivery has taken place, whichever occurs first (the "Due Date"), unless otherwise agreed.
RAMCON may, at its own discretion and after individual assessment of the Customer's creditworthiness, accept to deliver Products on credit. RAMCON reserves the right to carry out a credit assessment of the Customer and is at any time entitled to demand additional prepayment, deposit or other form of satisfactory security for the Customer's payment. The Customer bears all expenses in connection with the provision of security.
The Customer may not set off claims arising from other legal relationships against the purchase price, and the Customer may not exercise a right of retention or refuse payment due to delay, complaints or counterclaims regarding the specific delivery or due to counterclaims of any kind.
If the agreement with the Customer includes several Products and there are delays or defects in part of the delivery, the Customer is obliged to pay for the Products delivered on time and/or without defects.
If delivery is delayed due to the Customer's circumstances (in Danish: fordringshavermora) the Customer is still obliged - unless RAMCON notifies the Customer otherwise in writing - to make all payments to RAMCON as if the delivery had taken place at the agreed time.
4c. Late payment
If the payment deadline is exceeded, a fee of DKK 100 per written reminder will be charged. Furthermore, RAMCON is entitled to charge interest on the amount due from the Due Date, corresponding to 15 % per year, until payment is made. Interest is calculated daily and compounded weekly.
If payment has not been received no later than 10 days after RAMCON's forwarding of a written reminder, RAMCON reserves the right to hand over the matter to debt collection without further notice.
5. EMBEDDED SOFTWARE
RAMCON (or its licensors) own all rights to any software that may be included in a Product (embedded software).
If embedded software forms part of a Product, the Customer is granted a right to use such embedded software solely to the extent necessary for the Customer's use of the Product and only for the Customer's internal purposes.
If third-party licenses are included in embedded software in a Product, such third party's standard license terms apply to the third-party license and documentation. The license applies directly between the third-party licensor and the Customer, even in cases where RAMCON is the direct supplier. The Customer is responsible for ensuring compliance with the license terms. RAMCON assumes no responsibility for such third-party licenses.
6. RETENTION OF TITLE AND SECURITY
RAMCON retains the title to a Product as long as full and final payment of the invoice in question has not been received.
Until title has been transferred to the Customer, the sold Products must be stored and maintained properly. Damage to the sold Products, beyond normal wear and tear, must be compensated by the Customer. The customer is further obliged to keep the sold Products insured against fire, theft and water damage at their full value. The Customer undertakes not to dispose of the sold Products in a way that may depreciate RAMCON's security in the Products, including but not limited to pledge, lease or loan of the Products.
7. PACKAGING
RAMCON shall deliver the Product in standard packaging. The Customer shall inform RAMCON of, and be liable for the cost of, any special requirements for packaging or storage.
Packaging may only be returned by separate agreement.
8. PRODUCT INFORMATION
Drawings, specifications and the like, which are provided by RAMCON before or after the conclusion of the agreement, remain the property of RAMCON (or the licensor) and may not be disclosed without written agreement or otherwise misused.
9. PRODUCT CHANGES
RAMCON reserves the right to make changes to agreed specifications without notice if this can be done without inconvenience to the Customer.
RAMCON is entitled to make changes to specifications due to changes in law applicable to RAMCON and its supply of Products. To the extent that such changes affect RAMCON's prices, RAMCON is entitled to adjust prices accordingly, in accordance with these Terms.
10. COMPLAINTS - TRANSPORT DAMAGE AND DEFECTS
10a. Transport damages and delivery
In connection with the delivery of a Product, the Customer shall immediately carry out an inspection of the Products in accordance with good business practice.
If the packaging shows visible damage, the Customer must immediately (on the day of delivery) submit a written claim to RAMCON. Any transport damage must be documented by photos taken by the Customer that clearly show the damage to the Products as well as the condition of the packaging, etc.
In the event of non-visible transport damage, the Customer has 7 days from delivery to submit a claim to RAMCON.
Claims regarding defects in quantity or incorrect delivery are invalid if they are submitted later than 10 days after delivery.
10b. Defects
A Product is either a product manufactured by RAMCON, or a product manufactured by a third party (a "Third-Party Product").
Products shall be deemed defective if they fail to conform in all material respects to RAMCON's (or a relevant third party's) specifications for the relevant Products during normal use, as intended by RAMCON on the date of delivery. If RAMCON and the Customer agree that an expert report is needed to determine whether a Product is defective, RAMCON and the Customer shall agree on both the methods for drawing up the expert report as well as the expert responsible for the drawing-up of the expert report before it can be established that a defect exists in a Product. RAMCON and the Customer acknowledge that a unilaterally obtained statement/expert report is not sufficient to establish any defects. The costs of drawing up any expert report shall be borne by the Customer if no defects are found in the Products covered by the report.
In the event of a defect in a Product, RAMCON shall use its best efforts to remedy this within 30 days of the Customer's written complaint to RAMCON, including indicating a work-around to the defect without material inconvenience to the Customer. If the defect relates to a Third-Party Product that forms part of a Product, RAMCON will attempt to remedy such defect to the extent possible and permitted (however, RAMCON is not obliged to remedy defects in Third-Party Products if not possible/permitted). If RAMCON fails to remedy such defect within 30 days, RAMCON may, at its sole discretion, choose (i) to replace the defective part of the Product or (ii) to offer a proportionate reduction in the purchase price, corresponding to the significance of the defect for the value of the Product (subject to RAMCON's limitation of liability), which shall constitute the Customer's sole and exclusive remedies in relation to defects in the Products.
Notwithstanding the above, RAMCON's liability for defects in Third-Party Products (or the parts that constitute Third-Party Products in an overall solution) shall at all times be limited to the third-party supplier's liability to RAMCON, so that the Customer is not placed in a better legal position vis-à-vis RAMCON than RAMCON has vis-à-vis the third-party supplier.
The Customer shall submit a written complaint of any defects in the delivered Products immediately after the defect in the Products has been discovered. If a complaint is not made in time, the Customer's right to invoke defects lapses. The warranty period is limited to 12 months from the time of delivery.
After the warranty period has expired, the Customer cannot claim defects. For Third-Party Products, the warranty period stated in the complaint provisions applicable to the subcontractor applies.
Replacement or repair does not result in a new 12-month warranty period.
RAMCON is not liable for defects that may be attributed to (i) changes made by the Customer, (ii) the Customer's negligence, (iii) the Customer's use of the Products that is not in accordance with RAMCON's manuals or instructions, or which is otherwise not in accordance with good business practice, (iv) repairs carried out by anyone other than RAMCON or RAMCON's service partners, (v) software-related errors, (vi) loss of data and lack of backup, including in connection with repairs, remedies and service, etc., (vii) incorrect installation, (viii) water damage, fire, unstable power supply, incorrect mains connection or (ix) consequential failures due to the use of other connected equipment.
RAMCON makes no representations and disclaims any express or implied warranty in relation to the Product(s), including "fit-for-purpose" and suitability for a particular use, the Product's compatibility with other products, as well as warranties that the Product(s) do not infringe on the rights of third parties.
RAMCON will, to the extent possible, transfer to the Customer warranties made by the third-party supplier to RAMCON for the Products that are Third-Party Products.
11. DAMAGES AND LIMITATION OF LIABILITY
In addition to what is stated elsewhere in the Terms, RAMCON is not liable for damages in the event of delay or defects in the Products.
RAMCON's total maximum liability for claims, damages or losses of any kind that may arise out of or in connection with an order/agreement with the Customer may in no event exceed an amount equal to 100% of the Customer's actual payment under the order to which the liability claim relates. If Products are ordered as part of an overall solution, where the Customer also purchases consultancy services (subject to separate consultancy terms) and it is not reasonably possible to distinguish between the payment for the Products in question and the consultancy services, RAMCON's total maximum liability is capped at the amount paid under the invoice for the overall solution (in other words, both the Products and the consultancy services).
RAMCON disclaims any liability for consequential and/or indirect losses of any kind, operating losses, loss of profit, loss of earnings, loss of data, loss of business, loss of profit, cover purchase, loss of expenses and costs that may arise under the agreement with the Customer regarding a Product in question, including in connection with any re-establishment/update, etc. in connection with defects in a Product. The Customer further understands and agrees that RAMCON cannot be held responsible for any failure to deliver Third-Party Products resulting from the act or omission of the relevant third-party supplier.
RAMCON's product liability is limited to the mandatory minimum liability imposed on RAMCON under the Danish Product Liability Act and/or the product liability developed in case law, and RAMCON thus 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 that there is a risk that such damage will occur.
12. SANCTIONS
The Customer must at all times comply with applicable national and international economic and financial sanctions and trade embargoes imposed, administered or enforced by the United States, the United Nations, the EU or other relevant sanctions authorities.
RAMCON is entitled to cancel an order/agreement with the Customer with immediate effect after written notice to the Customer if the Customer does not comply with this clause 12. The Customer shall
further indemnify RAMCON for any loss arising from the Customer's failure to comply with this clause 12.
13. PERSONAL DATA
RAMCON's processing of personal data takes place in compliance with RAMCON's privacy policy.
14. FORCE MAJEURE
RAMCON shall not be liable for any failure to perform its obligations under the agreement if such failure is due to circumstances beyond RAMCON's reasonable control ("Force Majeure"). Force Majeure includes, but is not limited to, production disruptions, lightning strikes, prolonged power outages, natural disasters, war, acts of terrorism, insurrections, strikes, lockouts, epidemics, pandemics, government interventions, sanctions, and other unforeseen events.
To the extent that RAMCON's material supplier(s)/third party experiences a Force Majeure event that prevents RAMCON from fulfilling its obligations under the Terms, and no other alternative solution is available without incurring unreasonable costs or experiencing significant loss of time, such circumstance shall also be considered Force Majeure.
RAMCON shall, without undue delay, notify the Customer of the intervention and of the end of the Force Majeure in question.
Notwithstanding the other provisions of the Terms, RAMCON may (without liability) terminate the agreement for the supply of a Product with immediate effect by written notice to the Customer in the event of a Force Majeure, provided that the circumstances otherwise make it clear that RAMCON's performance of its obligations will be (or has been) suspended pursuant to this clause 14 for more than 60 days.
15. GOVERNING LAW AND VENUE
These Terms are governed by Danish law, disregarding the Danish choice of law rules.
Any dispute between the Customer and RAMCON in connection with these Terms, which cannot be settled amicably by the Parties, shall be brought before the City Court of Copenhagen as the first instance.
16. SEVERABILITY
If any provision of these Terms is found to be inconsistent with or invalid under applicable law, the validity of the remaining provisions shall not be affected. RAMCON and the Customer or the competent court shall, if applicable, replace the ineffective provision by a provision of fundamentally the same content and effect - also taking into account any amendments to the Terms - which are legally valid, binding and enforceable under said law.
17. ASSIGNMENT
RAMCON may wholly or in part transfer and assign its rights and obligations to third parties, including having its rights and obligations wholly or in part performed by subcontractors. Unless written consent has been given by RAMCON, the Customer may not transfer any rights or obligations to third parties.
19. TRANSLATION OF THESE TERMS
These Terms are a translation from the Danish version. In case of conflict between the Danish version and this version of the Terms, the Danish version takes precedence.