Terms and Conditions
1.1. These general terms and conditions of sale and delivery apply to all quotations, orders, products, deliveries, contracts and associated services from CfT Tandhjulsfabrik A/S, unless other written agreement is in place.
2. Offers and ordering
2.1 Offers and quotations submitted by CfT Tandhjulsfabrik A/S are valid 14 days from submission. Reservations are made for intermediate sales or intermediate orders, cf. sections 2.2 and 2.3. The daily price applicable at any given time for the offered delivery is valid for the offer, unless otherwise agreed with CfT Tandhjulsfabrik A/S.
2.2 Until CfT Tandhjulsfabrik A/S receives the buyer’s acceptance of an offer, CfT Tandhjulsfabrik A/S is entitled to enter into agreements with third parties regarding the offered delivery with the effect that the offer to the buyer lapses. However, CfT Tandhjulsfabrik A/S must inform the buyer as soon as possible after the acceptance of the offer by third party that the offer has expired.
2.3 In the case of CfT Tandhjulsfabrik A/S intermediate sales or intermediate orders, the buyer is without the right to demand fulfillment, compensation, or other compensation as a result of intermediate sales or intermediate orders.
2.4 A final purchase agreement is only concluded when CfT Tandhjulsfabrik A/S has either sent a written order confirmation to the buyer (and only on the terms contained in the order confirmation) or has delivered the purchased goods, whichever comes first.
2.5 Changes or cancellations of an agreement entered can only be made after written agreement with CfT Tandhjulsfabrik A/S.
3.1 Delivery is done ex works according to the Incoterms in force at all times.
3.2 In cases where CfT Tandhjulsfabrik A/S is unable to deliver in a timely manner due to circumstances which may be considered force majeure, the delivery time is deferred. In these cases, CfT Tandhjulsfabrik A/S must inform when delivery can be expected to take place.
3.3 In cases where the buyer cannot pick up the delivery at the agreed time, CfT Tandhjulsfabrik A/S will ensure that the delivery is kept at the buyer’s expense and risk.
3.4 Any agreed or stated delivery time or length of delivery is not binding, as the stated delivery time or length is only estimated by CfT Tandhjulsfabrik A/S and at the same time assumes that the buyer in a timely manner has fulfilled necessary or agreed formalities and conditions. This includes machining and surface treatment specifications, a timely transfer of the necessary materials to CfT Tandhjulsfabrik A/S, and all technical and other information required for the execution of the purchase agreement. CfT Tandhjulsfabrik A/S cannot be held reliable for the feasibility of the design and specifications provided by the customer.
3.5. CfT Tandhjulsfabrik A/S reserves the right to partial delivery.
3.6. CfT Tandhjulsfabrik A/S is entitled to deliver a quantity variance of up to +/- 10 percent of the agreed order quantity stated on the order confirmation issued by CfT Tandhjulsfabrik A/S.
3.7. In the event of delayed delivery, CfT Tandhjulsfabrik A/S shall not be liable for indirect losses, such as operating losses, loss of profits, or other consequential damages and costs.
4. Price and payment
4.1. Unless otherwise stated, all prices stated by CfT Tandhjulsfabrik A/S are in Danish kroner (DKK) excl. VAT and other government taxes, freight, and insurance. Until delivery has taken place, CfT Tandhjulsfabrik A/S reserves the right to regulate prices in relation to changes in public taxes, freight, insurance and price and salary increases, including changes in prices from subcontractors and price changes on materials.
4.2 In addition to the agreed price, CfT Tandhjulsfabrik A/S is entitled to claim payment for work which is incurred as a result of the material, specifications, product information, drawings or other information which the buyer has transferred to CfT Tandhjulsfabrik A/S, turns out to be, incomplete, flawed or unproducible.
4.3. The payment terms are 14 days after the invoice date, unless otherwise agreed. In case of late payment, interest will be added at 3% per commenced month after due date.
5.1. Deliveries from CfT Tandhjulsfabrik A/S remain the property of the company until full payment has been made.
5.2. All material such as drawings, software and files, tools, measurement reports etc. produced by CfT Tandhjulsfabrik A/S or its partners in order to fulfill the purchase order remain the property of CfT Tandhjulsfabrik A/S, unless otherwise agreed in writing.
6. Liability for deficiencies
6.1. The buyer is obliged to investigate the delivery as soon as possible and within 8 days of delivery. Any defects, faults or deficiencies found in such examination must be notified in writing within 14 days of receipt of the delivery to be considered.
6.2. CfT Tandhjulsfabrik A/S’s responsibility only covers defects that are found within 1 year from the date the delivery was handed over to the buyer’s disposal.
6.3. In the event of faults or defects, CfT Tandhjulsfabrik A/S is entitled and obliged to remedy these by performing repair or replacement of own choice. Any errors and defects in a delivery only justify the buyer for a reduction in the price or cancellation of the agreement if CfT Tandhjulsfabrik A/S does not remedy the defect within a reasonable time.
6.4. If CfT Tandhjulsfabrik A/S recognizes that there is a fault or defect in a delivery, the buyer must return the defective product to CfT Tandhjulsfabrik A/S’s factory at the buyer’s own expense and risk.
6.5. CfT Tandhjulsfabrik A/S bears no responsibility for indirect losses, including operating losses, loss of profits, or other consequential damages and costs as a result of defects in the delivery.
6.6. CfT Tandhjulsfabrik A/S is not liable for accidental damage that has been done to or caused by CfT Tandhjulsfabrik A/S or CfT Tandhjulsfabrik A/S subcontractors. To the extent that the damage is caused by errors or negligence from CfT Tandhjulsfabrik A/S or a subcontractor to CfT Tandhjulsfabrik A/S, CfT Tandhjulsfabrik A/S is only liable for an amount that in no case can exceed the invoice price.
6.7. If a defect is caused by a surface treatment (e.g. hardening) carried out by CfT Tandhjulsfabrik A/S or a subcontractor to CfT Tandhjulsfabrik A/S, and if CfT Tandhjulsfabrik A/S is responsible for the surface treatment, the compensation cannot under any circumstance exceed twice the material price.
7. Product liability
7.1. For product liability, always refer to the rules in force in Danish law. However, unless otherwise required by mandatory rules in Danish law, CfT Tandhjulsfabrik A/S can never be held responsible for operating losses, lost profits, consequential damages or other indirect losses or costs.
7.2. CfT Tandhjulsfabrik A/S is not responsible for damage caused by the delivery:
(a) on real estate or movable property of a commercial nature that occurs while the delivery is in the purchaser’s possession or resold to a third party;
(b) on products manufactured by the buyer or on products in which they are included, or for damage to real estate or commercial property caused by these products as a result of the supply.
7.3. The Buyer shall indemnify CfT Tandhjulsfabrik A/S to the extent that the company is liable to third parties in connection with such damage or loss, as CfT Tandhjulsfabrik A/S, in accordance with the above, is not liable for the buyer in such cases.
8. Production based on customer materials
8.1. When processing customer’s material, residual materials from cutting processes, shredded waste and material in close proximity to the processed material, etc. will be transferred to property of CfT Tandhjulsfabrik A/S if no other agreement exists.
8.2. Only the customer is responsible for the supply of sufficient material. CfT Tandhjulsfabrik A/S cannot in any way be held responsible for the procurement of new material in the event of production error or mistakes etc.
9. Choice of law and venue
9.1. Any dispute that may arise between CfT Tandhjulsfabrik A/S and the buyer must be settled in accordance with Danish law and with the Court of Copenhagen as venue.
10.1. All previous agreements or understandings between us, either oral or written, with regard to the subject order, with the exception of a pre-existing non-disclosure agreement between us, are void and these Terms and Conditions constitute the entire agreement between us with respect to the matters addressed herein.