Terms and conditions of sale and delivery
1. General
1.1. The following general terms and conditions of sale and delivery (April 2025) apply to every delivery made or to be made by RANDERS GEARS A/S (hereinafter referred to as RG), unless otherwise agreed in writing in whole or in part.
1.2. Special terms and conditions of purchase or specific requirements regarding the purchased goods stated by the Buyer, such as during purchase negotiations, in tender documents, general purchase conditions, orders, or confirmations, are not binding for RG unless RG has expressly agreed to them in writing.
1.3. Offers made by RG are valid until the expiry date stated in the specific offer. If no expiry date is specified, the offer is valid for 30 days from the date of issuance.
1.4. Amendments or cancellations of an agreement may only be made with RG’s written consent.
2. Purchase Agreement – Contract Formation
2.1. A final purchase agreement is only considered concluded when RG has either sent a written order confirmation to the Buyer (and only on the terms stated therein) or has delivered the goods—whichever occurs first.
3. Technical Specifications, Documentation, etc.
3.1. All drawings and technical specifications regarding the materials or their production, exchanged before or after contract conclusion, remain the property of the party providing them. Such materials may not be used for other purposes without consent from the other party and may not be copied, reproduced, or disclosed to third parties.
3.2. Where the Buyer is required to provide specifications, RG is entitled to determine necessary specifications for completing the goods if not provided within a reasonable time.
3.3. If the Buyer’s specifications are impractical or inadvisable, RG may, after notifying the Buyer, make necessary and reasonable changes.
3.4. RG is not obliged to provide drawings or technical documentation underlying the production of the goods.
4. Delivery and Transport
4.1. Delivery is Ex Works (Incoterms 2010). Risk passes to the Buyer when the goods are made available at RG’s address. The Buyer also bears the cost of necessary packaging.
4.2. The shipping method is determined by the Buyer and is at the Buyer’s risk and expense.
4.3. Any agreed or indicated delivery time is non-binding and estimated to the best of RG’s ability, conditional upon timely fulfillment of all necessary obligations by the Buyer.
4.4. RG reserves the right to make partial deliveries. A deviation of ±10% from the agreed quantity is considered contractually compliant.
5. Delays
5.1. In case of delay, the Buyer may issue a written request for delivery within a reasonable final deadline of at least 30 days, stating that the Buyer will cancel the purchase if delivery does not occur.
5.2. If the delay is due to force majeure or the Buyer’s actions, the delivery time is extended accordingly.
5.3. The Buyer may only cancel the agreement if RG fails to deliver within the set deadline and must notify RG in writing. The Buyer cannot cancel already delivered parts.
5.4. Other than the cancellation right in 5.3, the Buyer has no other remedies for delay and cannot claim damages, including lost profits or downtime.
6. Price
6.1. All prices are exclusive of VAT, packaging, and delivery costs. RG reserves the right to adjust prices in case of changes in exchange rates, taxes, transport, raw materials, or other external factors.
6.2. RG may charge for additional work arising from incomplete or incorrect material or specifications provided by the Buyer.
6.3. Packaging is invoiced separately.
7. Payment
7.1. Payment is due no later than 30 days from the invoice date.
7.2. Late payments incur interest at the official discount rate of the Danish National Bank plus 2% per month, calculated on the outstanding balance including any accrued interest and costs.
7.3. RG may withhold further deliveries until all outstanding amounts are paid, including any storage or handling costs.
7.4. The Buyer may not withhold or offset payments unless RG has accepted such counterclaims in writing.
7.5. If payment is overdue by more than 3 months, RG may cancel the agreement and claim compensation for losses.
8. Retention of Title
8.1. Ownership remains with RG until full payment has been made, to the extent permitted by law.
9. Special Liability Disclaimers
9.1. For custom-manufactured goods, RG only warrants that the goods are of normal good quality in materials and workmanship, without accepting responsibility for their specific suitability.
9.2. RG is not liable for faults due to specifications or documentation provided by the Buyer unless RG acted with gross negligence.
9.3. If the goods are integrated into the Buyer’s products and do not function satisfactorily despite meeting specifications, the Buyer bears the risk.
9.4. RG is not liable for incidental damages caused by RG or its subcontractors. If found liable, compensation cannot exceed twice the invoice price.
9.5. For surface treatment issues attributable to subcontractors, compensation cannot exceed twice the material cost.
10. Defects
10.1. The Buyer must inspect the goods upon receipt and before use to verify compliance and suitability.
10.2. RG’s liability covers defects discovered within one year of delivery. Notice must be given within 10 days of discovery, with a detailed description. Late notification forfeits claims.
10.3. If RG addresses a late claim, it is purely a goodwill gesture and not a waiver of rights.
10.4. RG may, at its discretion, remedy defects through replacement, repair, or price reduction, which resolves the matter fully.
10.5. Repairs are made at the Buyer’s site unless RG requests return. RG covers the cheapest return shipping method. Costs related to disassembly or reassembly beyond the material are borne by the Buyer.
10.6. RG has a period equal to normal production time to fulfill its obligations after clarifying the claim. If not met, the Buyer may reasonably remedy the defect or cancel the purchase for the affected part.
10.7. RG is not liable for wear and tear, misuse, overload, or unauthorized repairs. The Buyer has no remedies beyond those outlined above. RG is never liable for loss of profit, downtime, or indirect damages.
10.8. If a defect claim proves unjustified, the Buyer must cover RG’s costs.
11. Product Liability
11.1. RG is not liable for personal or property damage unless due to intentional or gross negligence.
11.2. RG is never liable for reinstallation, loss of profits, downtime, or other indirect losses.
11.3. Products supplied by subcontractors are subject to their liability limits. These can be obtained from RG. RG only forwards claims to its suppliers.
11.4. The Buyer must notify RG immediately in writing of any actual or potential damage caused by the goods.
11.5. If a third-party claim is made, the party must inform the other party without delay.
11.6. If RG is held liable, the Buyer must indemnify RG to the same extent as RG’s liability is limited herein.
11.7. The Buyer must accept being joined in any product liability proceedings against RG.
12. Force Majeure
12.1. RG is not liable for failure to perform due to events beyond its control, such as fire, strike, war, transportation issues, etc.
12.2. Exemption from liability applies if the effects were unforeseeable at the contract date.
12.3. Obligations are suspended during such events. Delayed delivery due to such causes is deemed timely.
12.4. RG must inform the Buyer immediately of any such event and expected duration.
12.5. Either party may cancel the agreement if fulfillment is delayed more than 6 months due to such force majeure.
13. Governing Law and Jurisdiction
13.1. All disputes shall be governed by Danish law.
13.2. The court in Randers shall have exclusive jurisdiction for disputes not settled amicably.
14. Miscellaneous
14.1. If any provision is declared invalid, the remaining terms remain in force, and the invalid provision shall be interpreted to fulfill its intended purpose.
