General terms

General Terms of Sale and Delivery

These General Terms of Sale and Delivery (“Terms of Delivery”) apply to all suppliers of products and/or services (“Products”) from M-tec A/S or its Affiliated Companies (individually designated as “M-tec”) to every customer (“Buyer”). These Terms of Delivery are mutually binding for M-tec and the Buyer, unless agreed otherwise in writing. M-tec is not bound by conditions imposed by the Buyer other than the Terms of Delivery, unless such conditions have been agreed in writing between M-tec and the Buyer. Likewise, M-tec is not bound by conditions imposed by the Buyer, even if M-tec has not objected to such conditions.

1. Order confirmation
All offers made are subject to the goods being unsold. The offer to purchase is only accepted once the Buyer has received written (including electronic) confirmation of the offer from M-tec or once M-tec has received written (including electronic) confirmation from the Buyer of an offer submitted by M-tec prior to the confirmation deadline. Order cancellations shall take place in writing and must be confirmed in writing by M-tec. Regardless of the reason for the order cancellation, the Buyer is obliged to buy any goods ordered as part of the purchase and goods designated as non-cancellable. The goods in question will be invoiced to the Buyer by the originally scheduled order delivery time at the latest at M-ten’s cost price plus purchase costs.

2. Delivery and transfer of risk
The products are delivered ex-works to Pandrup. If information is lacking from the Buyer regarding the mode of transport, M-tec may ship the Products to the Buyer using M-tec’s choice of transport mode. All expenses incurred by M-tec as a result shall be paid by the Buyer and the transport shall take place at the Buyer’s risk. Ex-works is understood to mean in compliance with the version of Incoterms applicable at the time of purchase commitment. 

3. Delays
The delivery time is determined by M-tec to the best of its judgment in accordance with the relevant conditions at the submittal of the offer/signing of the contract. Unless explicitly agreed otherwise, a delivery delay of 14 days due to circumstances at M-tec shall be considered on-time delivery in every respect, therefore precluding the Buyer from making any claims against M-tec for this reason. In the event that M-tec fails to deliver in accordance with the above, the Buyer is entitled to demand delivery in writing and determine a final, reasonable delivery deadline. If the delivery does not take place by this deadline, the Buyer is entitled to terminate the agreement. In addition, the Buyer may not raise a claim for damages against M-tec as a result of delays.

4. Prices
Product prices do not include VAT and/or other fees. M-tec reserves the right to revise the agreed prices for non-delivered Products in the event of currency exchange rate changes, price increases from sub-suppliers, price increases for materials, wage changes, government interference or similar conditions.

5. Packaging
Disposable packaging is included in the agreed price and shall not be reimbursed on return. Packaging is at the Buyer's expense, unless explicitly stated that it is included in the price. Pallets/frames are not included in the price and only accepted for return if agreed separately.

6. Terms of payment
Payment shall take place no later than the date stated on the invoice as the due date. If not indicated otherwise, payment shall take place in cash on delivery. In the event that the delivery is delayed due to circumstances at the Buyer's (claimant's default), the Buyer - unless M-tec informs the Buyer otherwise in writing - is still obliged to pay M-tec as if delivery had taken place at the agreed time. Once payment falls due, M-tec is entitled to debit a default interest of 2% monthly on the outstanding balance at the time. The Buyer is not entitled to set off any counterclaims against M-tec that are not acknowledged in writing by M-tec and is not entitled to withhold part of the purchase price based on counterclaims of any kind.

7. Trackunit FMS
Trackunit FMS subscriptions are prepaid, unless agreed otherwise in writing. If not agreed otherwise in writing, a subscription is paid from the time of delivery to the turn of the year. Subscriptions are paid in advance in the month of January for the current year, i.e. entail a prepayment of 12 months.  Subscriptions can be cancelled at any time. However, the subscription will be cancelled by the 1st of November, so that the Buyer is not liable for the subscription for the following year. The Buyer shall not receive any form of compensation in connection with the cancellation of the subscription.

8. Product information
All product information – regardless of whether it originates from M-tec or one of M-tec’s business relations – including information on weight, dimensions, capacity or other technical data, description, prospectus, advertisement, etc. shall be regarded as informative only and is only binding if M-tec explicitly states this in an offer and/or order confirmation. Specific Buyer requirements are only binding if confirmed by M-tec in writing.

9. Protected and confidential information
All forms of information not available to the public, including drawings and technical documents, provided by M-tec to the Buyer (“Confidential Information”) shall remain the property of M-tec and shall be handled confidentially by the Buyer. Confidential Information shall not be copied, reproduced or transferred to third parties or used for any purpose other than the purpose for which it was provided without the written approval of M-tec. Confidential Information shall be returned on demand.

10. Product changes
M-tec reserves the right to make changes to its Products without notice, provided this does not substantially alter the agreed technical specifications and without a substantial change to the Product form or function.

11. Retention of ownership
M-tec retains ownership, within the limitations of mandatory rules of law, of all goods sold until the entire purchase price, with the addition of any accrued expenses, has been paid to M-tec or to the party to which M-tec has transferred its right.  Provided that the goods are sold with the intention of being built into or combined with other items, the goods sold are not covered by the retention of ownership if the installation or combination has already taken place. In the event that the goods sold are converted or adapted, the retention of ownership remains valid, insofar as it covers the converted or adapted item to the extent equivalent to the value represented by the item at its sale.

12. Claims
The Buyer is obliged to inspect all goods delivered immediately on receipt. If a defect is found, the Buyer shall inform M-tec in writing about the defect immediately following receipt. If the Buyer has not informed M-tec of a defect within 6 months of the delivery date, no claims may be made regarding the defect at a later date. M-tec is not liable for defects, including quantity variations, that should have been identified during the inspection on receipt of the goods (see above). If no objections are made, the Buyer, in accordance with prior agreement with M-tec, shall send the Product to M-tec, accompanied by an explanation of the alleged defect. All shipping and insurance costs are at the Buyer's expense. The Product shall be returned without any attached parts. If M-tec’s own inspection does not show a defective Product, the Product will be returned to the Buyer. All shipping and insurance costs are at the Buyer's expense. If M-tec identifies a defect, M-tec shall send the repaired Product or a replacement product to the Buyer.  M-tec shall choose the form of shipment and shall pay for shipping and insurance.  With regard to parts that have been replaced or repaired, M-tec is bound by the same obligations that apply to the original Product for a period of 6 months, but subject to a limitation of M-tec’s defect liability of no more than 1 year from the original delivery date for any part of the Product. M-tec is not liable for any defects due to abnormal wear and tear, overload, negligent maintenance, incorrect installation or errors resulting from repair work carried out by parties other than M-tec.

13. Product liability
M-tec is not liable for damages caused by a Product to property or movables that occurs while the Product is in the Buyer’s possession. Likewise, M-tec is not liable for damage to products that are produced by the Buyer or products containing the products produced by the Buyer. To the extent that product liability towards a third party is imposed on M-tec for such damage, the Buyer is obliged to indemnify M-tec. Furthermore, the Buyer is obliged to join M-tec as a co-plaintiff in the court of law or court of arbitration handling the claim made against M-tec based on such damage. If the third party puts forward a claim against one of the parties regarding liability for such damages, this party shall inform them immediately in writing.

14. Liability limitations
Any claim for damages against M-tec may not exceed the invoice amount for the Product. M-tec is not liable for operating losses, profit loss or indirect loss in connection with the agreement, including indirect losses arising from delays or defects regarding the items sold. The following circumstances exempt M-tec from liability, insofar as they hinder the fulfilment of the agreement or make its fulfilment unreasonably difficult: Labour dispute and all other circumstances not under the control of the parties, such as fire, war, military mobilisation or an unforeseen military commitment of a similar extent, requisition, seizure, currency restrictions, insurrection and domestic unrest, lack of transport, general scarcity of goods, power restrictions as well as defective or delayed delivery from sub-suppliers due to one of the above circumstances. If one of the circumstances stated herein occurs prior to the submission of the offer/signing of the agreement, an exemption from liability is only valid insofar as the effect of the circumstance on the fulfilment of the agreement could not be foreseen at this point in time. M-tec is obliged to inform the Buyer immediately in writing in the event of such circumstances.

With regard to GSM/GPS equipment and fleet management solutions, the seller disclaims all liability for any installation costs in connection with a defective product. Such expenses, if any, are the responsibility of the customer. M-tec disclaims all liability for any operating problems at the chosen telephone company or supplier of digital mapware. M-tec disclaims all liability for any repair work of damages arising from the product or its use.

15. Intellectual property rights
If a Product is delivered together with software, the Buyer is granted a non-exclusive software license in the form of a user right to the software, limited to the purpose stated in the corresponding product specifications. Apart from this, the Buyer does not receive any rights in the form of a license, patent, copyright, trademark or other intellectual property right associated with the Product. The Buyer is not granted any rights to the source code for the software.

16. Force majeure
M-tec is entitled to cancel orders or delay the agreed delivery time of Products and is exempt from liability for every defective, short or delayed delivery owing in full or in part to circumstances beyond M-tec’s reasonable control, such as insurrection, domestic unrest, war, terrorism, fire, government regulations, strike, lockout, go-slow, lack of transport, scarcity of goods, illness or delay owing to defective deliveries from the supplier, production breakdown or testing, or a deficient power supply. All entitlements on the part of the Buyer are suspended or annulled in such instances. In the event of cancellation or a deferred execution of the order, the Buyer can neither demand compensation for damages nor submit any claims against M-tec.

17. Partial invalidity
In the event that one or more stipulations of these Terms of Delivery is found to be invalid, illegal or unfeasible, the validity, legality or feasibility of the other stipulations shall not be affected or impaired as a result.

18. Transfer of rights and obligations
M-tec is entitled to transfer all rights and obligations pursuant to the agreement to a third party.

19. Disputes
Any disputes between the parties shall be settled by a Court of Law in accordance with Danish law.