TERMS OF SALE AND DELIVERY

These Terms of Sale and Delivery apply to all agreements entered into with PRESENCO A/S, Jernet 3, 6000 Kolding, Denmark, CVR no. 23 47 39 17 (“PRESENCO”), and take precedence over any other such or similar terms provided by the customer. These terms apply to all orders.

Any conflicting, contrary, or additional terms and conditions shall not be deemed accepted by PRESENCO unless and until such acceptance is expressly confirmed in writing by PRESENCO.

PRESENCO reserves the right to amend these Terms of Sale and Delivery at any time without prior notice.

1. OFFER AND CONFIMRATION OF ORDER

• PRESENCO’s offer is only binding for 14 days from the date the offer is made. The offer will automatically expire at the end of this period. Furthermore, PRESENCO’s offer may be withdrawn if a specific delivery is sold out or if the terms and conditions of delivery are changed, e.g., by a subcontractor.
• PRESENCO does not assume any responsibility for full conformity between the specifications in the customer’s request and the specifications in PRESENCO’s offer and/or order confirmation. In the event of any discrepancy between the specifications of the request and those in the offer/order confirmation, the specifications of the order confirmation shall prevail.
• The customer may only claim rights as stated in these Terms of Sale and Delivery or in an individual agreement between the parties. Any information provided by PRESENCO orally, online, in brochures, etc. is therefore not relevant for the assessment of the delivery.
• PRESENCO’s offer is not binding until a final order confirmation has been sent to the customer by email.

2. CANCELLATION AND AMENDMENT OF THE ORDER

• The customer has no right to amend or cancel the order after PRESENCO has issued the order confirmation, unless otherwise agreed in writing and explicitly accepted by PRESENCO on a case-by-case basis.
• If the customer nevertheless chooses to cancel the order, then the customer shall be required to reimburse PRESENCO for the loss of profit.
• In the event of unforeseen circumstances or unsatisfactory solvency information concerning the customer obtained after the acceptance of the order, PRESENCO is entitled to cancel any order without liability or to require a full bank guarantee.

3. PRICES

• Prices are based on PRESENCO’s current price list or as stated in the order confirmation sent to the customer. All prices are exclusive of VAT.
• Prices do not include costs for shipping, insurance, packaging materials, installation, or any applicable national taxes or charges, unless otherwise agreed. PRESENCO reserves the right to adjust prices up until delivery in the event of changes in exchange rates, consumption taxes of any kind, insurance, shipping, or procurement costs. PRESENCO shall notify the customer in writing without undue delay.

4. TERMS OF DELIVERY

• Delivery is based on ICC Incoterms 2020, Ex Works Kolding, unless otherwise agreed in the order confirmation.
• Freight costs are calculated and added upon delivery unless otherwise specified. If the customer requires freight pricing before placing an order, PRESENCO requests that an inquiry be sent to info@presenco.dk to estimate the number of packages, weight, and volume of the total shipment. Please note that goods can only be delivered to the nearest accessible outside door. A forklift truck, loading ramp, or assistance from the recipient may be required for larger goods and is not included in PRESENCO’s freight prices.
• All orders may be delivered in partial shipments unless otherwise specified at the time of order placement or before delivery. If a backorder cannot be shipped as a single package, freight will be charged for the backorder separately.
• Delivery times are subject to potential delays from subcontractors. If PRESENCO is informed of a delay by a subcontractor or anticipates one, PRESENCO shall promptly inform the customer and provide a new expected delivery date.

5. DELAY

• If a delay on PRESENCO’s part exceeds 60 working days from the originally agreed delivery date, the customer shall have the right to rescind the sale. In the case of ongoing deliveries, the customer may only rescind the delayed partial delivery.
• Under no circumstances shall PRESENCO be held liable for the customer’s direct or indirect losses arising from a delayed or missing delivery.
• In the event of force majeure (see paragraph 11), delivery may be postponed until the hindrance has ceased and normal trade and transport can resume.

6. PAYMENT

• Payment and interest terms are specified in the offer or invoice issued by PRESENCO. Once PRESENCO has received the customer’s order, it reserves the right to proceed with the delivery of the ordered goods and subsequently demand payment. Therefore, PRESENCO recommends that the customer contact PRESENCO immediately by phone or email if any changes need to be made to the order.
• If the customer fails to make payment, the applicable debt collection legislation shall apply. PRESENCO may, by written notice and without liability, postpone delivery or cancel orders if the customer is in arrears with payment for previous deliveries. PRESENCO also reserves the right to cancel the order if payment is not made on time. Any financial loss incurred by PRESENCO shall be fully compensated by the customer.
• The customer is not entitled to offset the purchase price against any claims they may have against PRESENCO arising from other legal relationships, nor is the customer entitled to withhold the purchased goods due to such counterclaims. Furthermore, the customer is not entitled to withhold payment due to any complaint or counterclaim regarding the delivered goods.
• If the customer fails to make payment by the final due date, and this is not attributable to PRESENCO, PRESENCO shall be entitled to charge interest of 2% per month from the due date. A fee of DKK 100.00 will apply to the first payment reminder and DKK 500.00 to the second.

7.  RETENTION OF TITLE AND FINANCIAL COLLATERAL

PRESENCO retains title to the sold goods, regardless of whether delivery has taken place, until the agreed price has been paid in full, including any applicable interest and charges. All costs associated with the enforcement of the retention of title shall be borne by the customer.

8. DUTY OF INVESTIGATION AND NOTICE OF LACK OF CONFORMITY

• The customer is obliged to examine the goods for any lack of conformity immediately upon receipt and always before the goods are put into use. Complaints regarding defects or delays must be submitted in writing and received by PRESENCO within 8 days of delivery—or in the event of a delay, within 8 days of the expected delivery date. Any complaint regarding defects or delays must be specific, supported by photographic documentation, and clearly state the nature of the complaint. Returns may not be made without prior written consent from PRESENCO.
• In the event of transport damage or delay, PRESENCO must be notified no later than 8 days after the shipment date.
• The customer may not subsequently invoke a lack of conformity against PRESENCO if they fail to notify PRESENCO immediately after discovering the issue.
• If packages are missing or damaged upon receipt, a consignment note is required to submit a claim. If it has been agreed in advance that the goods may be delivered without a signed receipt, PRESENCO assumes no responsibility if the goods are lost or damaged.
• PRESENCO warrants that, upon delivery and for a period of twenty-four (24) months from the date of delivery, the goods purchased hereunder shall conform in all material respects to the applicable manufacturer’s specifications and shall be free from material defects in workmanship, materials, and design under normal use. The warranty does not cover repair or damage resulting from misuse, negligent handling, lack of reasonable maintenance and care, accidents, or abuse by any party.
• For customized products, the right of cancellation is forfeited. However, the warranty and guarantee rights remain valid in accordance with the Danish Sale of Goods Act.
• Upon receiving written notice of a lack of conformity – if such lack is deemed to exist – PRESENCO shall remedy the issue.
• Parts that have been replaced due to a lack of conformity must be returned to PRESENCO unless otherwise agreed upon by the parties.
• PRESENCO provides remedies for any parts of the delivery that have been replaced under the same terms and conditions as those applicable to the original delivery.

9. LIMITATION OF LIABILITY

• PRESENCO’s liability for any lack of conformity shall under no circumstances exceed the total amount paid by the customer for the goods in question.
• Under no circumstances shall PRESENCO be liable for any indirect, incidental, special, or consequential losses or damages, including, but not limited to, loss of profit, loss of data, costs of data reconstruction, business interruption, or loss of production—regardless of whether such losses result from ordinary or gross negligence on the part of PRESENCO. If PRESENCO incurs liability toward a third party, the customer shall indemnify and hold PRESENCO harmless to the extent that such liability exceeds the limitations set forth in this agreement.

10. PRODUCT LIABILITY

PRESENCO is liable for personal injury or property damage caused by its products or services after they have been placed on the market or put into use, to the extent required under Danish law. PRESENCO accepts no further liability in relation to general product safety beyond what is stipulated by mandatory legislation. In the event of property damage, PRESENCO’s liability shall in all cases be limited to the amount covered under its applicable product liability insurance at the time the damage occurs, and under no circumstances shall PRESENCO’s liability exceed the insured amount per insurance year.

11. EXEMPTION FROM LIABILITY – FORCE MAJEURE

• The following circumstances shall result in exemption from liability if they occur after the order confirmation and prevent or delay the performance of the agreement: war and mobilization, riots and civil commotions, terrorist acts, natural disasters, strikes and lockouts, disease outbreaks, pandemics, epidemics, shortages of goods, shortages or delays in delivery by subcontractors—or if subcontractors are affected by such circumstances in any other way—fire, lack of transportation options, currency restrictions, import and export restrictions, death, illness or resignation of key personnel, computer viruses, or other unforeseeable events beyond PRESENCO’s control. In such cases, PRESENCO shall be entitled to suspend its obligations until the impediment ceases or, alternatively, to terminate the agreement in whole or in part without incurring liability.
• Should any of the above-mentioned events result in a delay exceeding six months, the customer shall be entitled to cancel the order in whole or in part without liability.

12. JURISDICTION AND APPLICABLE LAW

• The Agreement shall be governed by and construed in accordance with Danish law. The United Nations Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
• Any dispute or disagreement arising in connection with this agreement shall first be attempted to be resolved through negotiation. If the parties fail to resolve the dispute, the place of jurisdiction shall be the relevant district court in Kolding, Denmark. However, PRESENCO reserves the right to demand that any dispute be settled by arbitration before either the Danish Arbitration Institute or the Arbitration Court of the International Chamber of Commerce (ICC), in which case the arbitration shall take place in Denmark, and the language of the proceedings shall be Danish.

13. INTELLECTUAL PROPERTY RIGHTS

Samples, images, technical descriptions, and similar materials intended for the manufacture of goods at PRESENCO, whether provided to the customer before or after the conclusion of the agreement, shall remain the property of PRESENCO and may not be copied, reproduced, or otherwise disclosed to competing companies without PRESENCO’s prior written consent.

14. RESERVATIONS

PRESENCO reserves the right to modify pricing, color specifications, and product designs at any time without prior notice.