1.1. These terms and conditions of sale and delivery apply to all quotations, sales and deliveries between ETOS air ApS (hereinafter referred to as ETOS air) and ETOS air's customer (hereinafter referred to as the Customer).
1.2. Agreements with any changes in the terms of sale and delivery are valid only if the changes are approved and confirmed in writing by ETOS air.
3.1. Payment terms are net cash counted from the invoice date. Payment must be made no later than the date specified in the invoice as the last day for payment. If not stated, payment must be made in cash upon delivery.
3.2 Payment can be made via Danske Bank A/S, and payment details will be stated on the invoice and trade agreement. For orders over DKK 50,000, payment will be made as follows: 50% on entering into the agreement/purchase and the remaining 50% on delivery/set-up. For orders under 50,000, the payment terms will be shown on the invoice.
3.3. If delivery is delayed due to the Customer's circumstances, the Customer is obliged to make any payment to ETOS air as if delivery had been made at the agreed time.
3.4. If payment is made after the due date, the Customer shall be liable to pay default interest on the amount due at the rate of 2% per month commenced, plus additional reminder fees, compensation amounts and collection fees in accordance with applicable law.
3.5. The Customer shall not be entitled to set off any counterclaims against ETOS air which have not been acknowledged in writing by ETOS air, nor shall the Customer be entitled to retain any part of the purchase price on account of counterclaims of whatever nature.
4.1. Until ETOS air has received the Customer's acceptance, ETOS air is entitled to enter into an agreement with a third party regarding the quotation, with the effect that the quotation to the Customer lapses without further notice.
5.1. ETOS air confirms all orders by sending an order confirmation to the Customer. The Customer must check that the order confirmation corresponds to the product delivery requested. If this is not the case, the Customer must notify ETOS air within two working days of receipt of the order confirmation, and ETOS air will send a new order confirmation after any correction of the order.
5.2. The delivery date may be agreed for a specific date or for a specific time after entering into the contract. It is a precondition for ETOS air's compliance with the delivery date that all information necessary for the execution of the order at the time of the agreement has been provided to ETOS air.
5.3. If delivery does not take place within the delivery period, the Customer shall only be entitled to demand delivery and set a reasonable deadline for this by written notification to ETOS air, thereby indicating that the Customer intends to terminate the agreement if delivery does not take place within this set deadline. If delivery has not been made within the stipulated period, the Customer is entitled to terminate the agreement in writing to ETOS air.
5.4. If the Customer terminates the Agreement in accordance with point 5.3, the Customer shall not be entitled to claim compensation for the costs incurred by the Customer in procuring equivalent supplies from other sources. The Customer shall not be entitled to any other compensation for the delay. ETOS air is therefore not liable for the delay, including any loss the delay may have caused, such as loss of business, loss of profits and other direct or indirect financial losses.
5.5. If the delay in delivery is due to the fact that ETOS air is in a situation as stated in point 11.3, the delivery time shall be postponed for the duration of the hindrance, with both parties still being entitled to cancel the agreement without liability when the hindrance has lasted more than 1 month. This provision shall apply irrespective of whether the cause of delay occurs before or after the expiry of the agreed delivery time.
5.6. Delivery terms are free delivery to any address in DK. Any damage to goods delivered during transport must be reported to ETOS air immediately and without undue delay after receipt and be indicated on the consignment note. Delivered goods can only be returned by separate agreement.
7.1. All quotations are subject unsold:
see point 4.
If ETOS air gives a quotation that does not specify a specific acceptance period, the quotation will lapse if ETOS air has not received acceptance within 14 days of the date of the quotation.
8.1. ETOS air reserves, with the limitations resulting from mandatory legal rules, the right of ownership of the sold goods until the entire purchase price plus any costs incurred have been paid.
9.1. Upon delivery, the Customer shall immediately carry out such an inspection of the goods sold as proper and usual business practice requires.
9.2. If the Customer wishes to make a claim for a defect, the Customer must, immediately after the defect is or should have been discovered and within 2 days of receipt, notify ETOS air in writing and specify the nature of the defect. If the Customer has or should have discovered the defect and does not complain as stated above, the Customer may not later make a claim for the defect. If it turns out that there is no defect for which ETOS air is responsible, ETOS air is entitled to reimbursement of the costs that the complaint has unnecessarily incurred for ETOS air.
9.3. At ETOS air's discretion, defects in the goods sold will be remedied or the goods sold will be redelivered. If the defect is remedied in this way, the Customer shall not be entitled to any further remedies.
9.4. If the remedy or delivery pursuant to point 9.3 is not made within a reasonable time, the Customer shall be entitled, in accordance with the general rules of Danish law, to rescind the agreement, claim a reduction in the purchase price or claim damages.
9.5. Any alteration of or intervention in the goods sold without the written consent of ETOS air shall release ETOS air from any obligation.
12.1. For product liability, the rules of Danish law applicable at any time apply, whereby ETOS air is not liable for damage to property not covered by the Product Liability Act, Section 2(2), 1st sentence, just as ETOS air, to the extent that nothing else is stated in mandatory legal rules, is not liable for loss of operation, loss of time, loss of profit or other indirect loss.
12.2. In the event that ETOS air is held liable for product liability towards third parties, the Customer is obliged to indemnify ETOS air.
12.3. The Customer is further obliged to be a party to the proceedings before the court or arbitral tribunal which is dealing with claims brought against ETOS air on the basis of such damage.
13.1. ETOS air is entitled to assign all rights and obligations under the agreement to third parties.
14.1. Any dispute between the Customer and ETOS air shall be settled under Danish law by ETOS air's court of jurisdiction in Denmark.