General terms and conditions of sale and delivery
1. General terms and conditions of sale and delivery
The following terms and conditions of sale and delivery are applicable for all deliveries from RanTek A/S (hereafter referred to as “RanTek”), between the Customer and RanTek.
The listed terms and conditions are applicable for all Agreements regarding the Customer’s purchase of products and/or Services from RanTek. Should there be any disagreement between the Agreement and the listed conditions, then the Agreement has precedence. Should no Agreement exist, then the delivery of Products and/or Services is regulated solely by the listed terms and conditions.
3. Price and payment
3.1 Prices – general
All prices exclude general sales tax and do not include government taxes and freight and handling fees. Should the price for hardware/software or ongoing services be based upon deliveries from foreign manufacturers/suppliers, then RanTek retains the right to retrospectively regulate the price to the Customer, so long as the exchange rate at the time of invoicing changes by more than ±2 % in relation to the daily rate at the time of making the offer or from the time of ordering.
Prices in financial models are solely for guideline purposes and are dependent upon the leasing company’s final approval.
3.2 Ongoing services
Remuneration for operation and services is index-regulated once per year on 1 January. If prices from RanTek’ s supplier are changed, then RanTek retains the right to regulate the Customer’s remuneration to the same extent. Such a change in remuneration comes into effect from the time when changes in prices from RanTek’s suppliers come into effect for RanTek.
Unless agreed upon otherwise in writing, payment is net cash no later than 8 days from date of invoicing. Invoicing can occur following transfer of the shipment to the Customer. All agreements concerning ongoing services are invoiced in advance minimum 1 year at a time. If payment is made after the due payment date, then a penalty fee of 250 kr. excluding VAT per reminder letter or statement as well as 2 % interest per commenced month from date of invoicing is applied until such time that payment is made.
3.4 Credit insurance
It is required that the Customer can take a credit insurance.
4. Customer’s obligations
4.1 General obligations
The Customer must provide RanTek with correct and comprehensive information required for RanTek to comply with its obligations, this including specific needs, market-related conditions and the intended use of the Products and Services. RanTek ensures that the delivery complies with the general legal conditions, but the Customer is solely responsible for compliance with the current applicable laws and regulations specified by the authorities, this including that the intended use of the RanTek shipment is legal and satisfies the Customer’s demand for the delivery and the Customer must inform RanTek about this to the necessary and relevant degree. The Customer must acquire all permits and approvals that are required from third-parties for RanTek to fulfill its obligations and that the Customer’s use of the shipments is indeed legal.
4.2 Borrow/Hiring of equipment
The Customer takes full responsibility and risk for the borrowed/hired equipment from the time of receiving it to the time of return to RanTek. The equipment must be delivered in the same conditions as when it was shipped, and must be returned in its original packing material including all components. The equipment is returned at the Customer’s own risk and expense. Incomplete equipment will be invoiced to the Customer. If the Customer does not return the equipment within 10 days or following written agreement, the equipment will be regarded as having been purchased and the Customer will be invoiced in accordance with the valid price list.
5.1 Hardware delivery
The following applies to the delivery of hardware:
- RanTek or RanTek’s suppliers cannot be held responsible for damages or losses associated with the delivered hardware, with the exception of that mentioned in pt. 9.
- Delivery is deemed to have occurred when the hardware is transferred to the Customer or its representative. The risk is transferred to the Customer or its representative when the delivery has occurred (see pt. 10.1).
- If the parties involved have agreed that RanTek or RanTek’s suppliers shall perform ongoing maintenance of the delivered hardware, then the specific conditions related hereto are defined in a separate service agreement (see pt. 5.3).
5.2 Software delivery
The following applies to the delivery of software:
- The Customer acquires by way of final payment a non-exclusive right to use the Software (including possible documentation) included in the delivery, meaning that all ownership and intellectual property rights, including copyright and trademark rights and other intellectual property rights remain the property of the respective supplier. Documentation is provided only to the extent by which it is provided without special payment to the respective supplier.
- The Software may only be used with the delivered equipment, and programs may not be copied or modified, with the exception of necessary backup copies.
- Transfer to a third-party of the non-exclusive user right to the program and documentation may only occur as part of a comprehensive transfer of equipment, programs and documentation. Furthermore, the transfer of programs and documentation to a third-party may not occur without RanTek’s written permission.
- Furthermore, the Customer’s user-right to the Software is subject to all applicable terms and conditions of the Software license. Should there be any inconsistency between the listed conditions and those in the software license, then the conditions and terms of the license have precedence.
- If the respective supplier provides a guarantee for the Software, then this guarantee is passed onto the Customer to the degree that RanTek can raise a claim as regards these guarantees. RanTek or RanTek’s suppliers cannot, beyond these guarantees, be held responsible for errors in the delivered Software.
- The delivery is regarded as having occurred when the Software has been transferred to the Customer or its representative. The risk is transferred to the Customer when the delivery has occurred.
- If the parties involved have agreed that RanTek or RanTek’s suppliers shall perform ongoing maintenance of the delivered Software, then the conditions associated herewith are defined in a separate service agreement (see pt. 5.3).
5.3 Delivery of ongoing services
The following applies to the delivery of ongoing services:
- The Agreement is of minimum 1 year duration from the time of entering into the Agreement. The Agreement is automatically renewed on an annual basis for 1 year duration, unless the Agreement has been terminated by one of the parties.
- The agreement cannot be terminated in the first year. Hereafter the Agreement can be terminated by written notification up to 3 months before the end of an Agreement period.
- To ensure your continued support, support-renewals must be purchased no later than 2 weeks before expiration. Support renewals is minimum for a 12 month period, but can be purchased for multi-year to protect you against price increases.
6. Reservation of ownership
RanTek reserves ownership of the sold Products, and this until full payment has been received of the purchase sum and other obligations under the terms of the purchase contract, as well as for requirements arising from customization, installation, repair or other measures relating to the sold articles, this including costs of any reimbursement. Until such time that full payment has been made, the Customer is not entitled to sell, mortgage, rent, lend, donate, deposit, or in any other similar manner, dispose or make commitments over the sold Products, equipment, etc.
If an agreement has been reached regarding installation and activation, then RanTek installs the delivered articles during normal working hours unless the parties have agreed in writing to a different arrangement. The Customer has the responsibility to create a valid backup prior to commencement of the installation. RanTek is not responsible for any loss that could have been avoided by way of having performed such a backup. The Customer must ensure that RanTek has free, safe and unhindered access the Customer’s system, in such a way that the installation can be performed in an unhindered fashion. The Customer ensures that all environmental working requirements are complied with, in the same way that the Customer, where necessary and free of charge, makes qualified personnel, machine time and telephone services available to RanTek in association with the execution of their task.
8. Right of return
As standard, RanTek does not provide any right of return.
As standard, RanTek provides a 12 month guarantee with the limitations as described in pt. 10 on delivered equipment. The guarantee period can never exceed the guarantee period provided by RanTek’s suppliers for the respective equipment. If RanTek’s suppliers offer a guarantee of more than 12 months on equipment, then the Customer can apply for this guarantee. Defect equipment must be delivered to RanTek’s address in Randers. Delivery is at the Customer’s own risk and expense.
10. Breach of contract
10.1 Incomplete delivery
The Customer is obliged to examine the shipment immediately after the delivery has occurred, within a maximum of 5 working days following the delivery, and if there are deficiencies, then immediately send reclamation (complaint/claim) to RanTek. Subsequent claims cannot be made against RanTek for missing deliverables that have been identified – or should have been identified – in relation to such an examination. The Customer’s right to declare articles as missing from the delivery ceases, if the Customer has made corrections or changes to that which (what) has been delivered. RanTek’s responsibility as regards missing articles is limited to assisting to resolve the issue. Assistance occurs according to RanTek’s free choice, such as (i) repair, redelivery or subsequent delivery or (ii) has suggested to the Customer a reasonable approach to circumvent the missing article. The Customer can define a final deadline for the resolution of this, if this is a significant incomplete delivery, and where the most important part of this cannot be resolved within a reasonable time frame. The deadline cannot be less than 30 days. The Customer can cancel the Agreement, partially or totally, by providing written notification hereof. This time limit cannot be less than 21 working days. RanTek is only responsible for its own deliveries. RanTek is not responsible for, and provides no guarantees for, the Customer’s or any third-party services, software, products, materials, tools or methods, even if this is included in the delivery, with the exception of possible guarantees that RanTek can pass onto the Customer. Special conditions regarding breach of contract apply to Agreements that include ongoing services and are described in pt. 11.2
10.2 Customer breach of contract
If the remuneration is not paid in a timely fashion, or if the Customer is in breach of some of their obligations, then RanTek can terminate the Agreement if the Customer has not brought the issues concerned into order no later than 8 days after having received written notification of such a demand.
10.3 RanTek’s breach of contract
If RanTek’s relationship has caused a significant hindrance to the Customer’s overall business operations over a period of 30 working days, then the Customer can by way of written notification terminate the Agreement according to the conditions in pt. 10.1.
11.1 Scope of service agreement
RanTek maintains the Customer’s equipment at the Customer’s Site(s) or remotely as specified in the Agreement. If the Customer extends and/or changes the Site(s) covered by the Agreement, and then written notification must be provided to RanTek for it to be covered by the service agreement. Unless a separate agreement has been entered into as regards payment for maintenance of such extensions and/or changes, maintenance is invoiced according to consumption on the basis of RanTek’s valid hour rates at that time.
11.2 Shortcomings and deficiencies
A service is lacking when the achieved result is not in accordance with the substantiated expectations of the Customer. If, following multiple attempts, RanTek does not resolve these deficiencies, and if these deficiencies are regarded as significant, then the Customer can with a minimum of 3 weeks warning period, provide written notification of termination of the Agreement, so long as the issue has not been resolved within this warning period.
11.3 RanTek’s obligations
RanTek is obliged to maintain the knowledge and the resources required for fulfillment of the Agreement. All documentation and knowledge that RanTek acquires access to, will be regarded as confidential.
11.4 Customer’s obligations
The Customer must use the equipment covered by the Agreement in accordance with the manufacturer’s recommendation and specifications. Furthermore, the Customer must not provide any third-party with access to perform work on the equipment. RanTek must at all times have access to the equipment and computer power to the degree required by RanTek to fulfill its obligations. Furthermore, RanTek must be provided with the details of a contact person that has knowledge of the reported error. RanTek has a precondition that equipment uses 220 volts, and the Customer is obliged to inform RanTek as regards any equipment that does not use 220 volts. If the Agreement includes an up-time guarantee, then the up-time guarantee does not cover errors and delays resulting from the Customer not fulfilling their obligations. In situations where RanTek must perform extra work as a result of the Customer not fulfilling their obligations, this will be accounted for in accordance with RanTek’s hour price valid at that time.
11.5 Error reporting
As regards errors on equipment covered in the Agreement, RanTek can be contacted on telephone +45 8710 0102 during the service period defined in the Agreement.
RanTek is obliged to react to error reports in accordance with the response time stipulated in the Agreement. Opening hours: Monday – Thursday 8.30 – 16.30. Friday 8.30 – 15.30.
11.6 Manufacturer’s cessation of support
If a manufacturer ceases support, error correction or delivery of spare parts for the equipment encompassed by the Agreement, then in situations of equipment failure, RanTek will offer replacement equipment that has equivalent functionality to that equipment being replaced. The replacement equipment will be made available for up to 10 working days following the error report. Prior to the end of the 10 working day period the parties must enter into an agreement as to the degree of returning the replacement equipment or whether there will be a rental agreement for the replacement equipment. If the parties enter into a rental agreement then the rental will be set at 5 % per month of the new price of the replacement equipment and the Agreement otherwise continues unaltered. If the parties enter into an agreement that the replacement equipment will be returned, then the Agreement is regulated in a way so it does not encompass the equipment that the manufacturer no longer supports, corrects errors on or delivers spare parts for. The Customer has in every respect the risk for the borrowed or rented equipment, with the exception of general wear and tear.
12. Product responsibility
RanTek takes upon itself responsibility for the product in accordance with valid legally-defined rules, but not according to ordinary Danish rules (non-legally regulated) as in pt. 13 below.
13. Limitation of liability
The customer can only hold RanTek responsible for reasonable and direct documented losses, which the customer could not have avoided by their obligation to minimize losses. RanTek is not liable for indirect losses, data loss, loss of turnover, loss of profit, increased use of resources, loss of reputation, consequential damages, penalties, lost or delayed sales, costs for data reestablishment and similar.
Claims for compensation that are not submitted within 12 months from the time of the damaging event are considered elapsed. Under no circumstances is RanTek responsible for the Customer’s use of the services delivered by RanTek. The Customer is obliged to keep RanTek free from possible claims from third-parties against RanTek, resulting from or associated with RanTek’s services or deliveries to the Customer.
All parties are obliged to manage all information regarding the other parties and the contents of the Agreement as confidential. This also applies after termination of the Agreement. Unless stated otherwise in the Agreement, RanTek is entitled to publicize the existence and type of cooperation to customers and business partners, including use of the Customer’s name as a reference.
RanTek is entitled to use subcontractors, and hereby allow its rights and obligations be performed partially or totally by subcontractors.
16. Force Majeure
If fulfillment of the contract, after entering thereto, is prevented or delayed as a result of – though not limited to – for example war, mobilization, revolts or riots, natural disasters, strikes and lockouts, product shortages, fire, lacking transport facilities, import- /export restrictions or other situations that RanTek does not have influence over, then RanTek is free of responsibility to the Customer. The relationship at a subcontractor is regarded as force majeure when the subcontractor is subjected to a hindrance mentioned, and that RanTek should not have avoided or overcome. In these situations RanTek is entitled to cancel the order partially or totally, or deliver the order when the hindrance has been cleared. If the hindrance exists for more than 60 days, then the Customer is entitled to cancel the Agreement with 10 days written notice, unless the hindrance is removed prior to the end of the termination deadline.
17. Jurisdiction and applicable law
In cases of dispute between the parties, the parties must attempt to resolve the dispute by negotiation. If it is not possible to reach agreement, then any party can bring the dispute to the Maritime and Commercial Court. RanTek is furthermore entitled to raise a case in a court of law in the judicial area where Customer’s business is located or allow the dispute to be decided by arbitration in accordance with the “Rules for the handling of cases by the Danish Arbitration Institute (Danish Arbitration)”. Danish law applies to disputes between the parties. Debt collection can, notwithstanding this provision, take place in ordinary courts.
18. Resale, re-export and similar
RanTek only delivers to countries that are not subject to any form of trade embargo. The Customer is not entitled to deliver, resell, re-export or transfer products and services purchased from RanTek to countries subject to a trade embargo.