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General Terms and Conditions of Sale and Delivery NBE Production A/S



1. General Conditions

These General Terms and Conditions of Sale and Delivery (hereinafter referred to as “Terms of Delivery”)
from NBE Production (company registration No. 34890323) shall apply to all deliveries of products, plant
and/or services (hereinafter jointly referred to as “Products”) from NBE Production to any customer
(hereinafter referred to as “Purchaser”) unless they are expressly deviated from or modified fully or partly by
other written agreement. Purchaser’s statement of special or general terms and conditions in order,
acceptance, purchase conditions etc. is not considered to be a deviation from these terms and conditions
unless NBE Production has accepted these deviations in writing.

2. Offer and Acceptance

Purchase offers (including Purchaser’s online order) are not accepted until Purchaser has received NBE
Production’s written, including electronic, acceptance of the offer (order confirmation) or when NBE
Production within the time-limit of acceptance has received written, including electronic, corresponding
acceptance from Purchaser of an offer made by NBE Production.

3. Delivery and Transfer of Risk

NBE Production shall deliver the Products specified, cf. separate agreement as to this (hereinafter referred
to as “the Agreement”). Delivery takes place ex warehouse at the Purchaser’s address. If due to Purchaser’s
circumstances delivery/ collection cannot be effected the Products will remain at NBE Production’s
warehouse for the Purchaser’s account and risk.

4. Ownership Reservation

The ownership to the Product is not transferred to the Purchaser until the date when the Purchaser has paid
the full purchase amount.

5. Delay

In the event that NBE Production does not comply with a time of delivery of the whole of the service or part
of it as stated in the Agreement the Purchaser can in writing demand delivery and fix a final reasonable time-
limit for this of minimum 90 days as from the receipt of the letter by NBE Production. If delivery is not effected
within this time-limit Purchaser shall be entitled to cancel the purchase and claim compensation for
documented direct losses. The Purchaser cannot raise any claims in excess of this against NBE Production
due to delay. Times of delivery stated in delivery plans are only indicative and NBE Production cannot be
held responsible for any violation thereof. If delays occur at Purchaser and Purchaser thus wants to
postpone an agreed delivery NBE Production must be informed as to this no later than 3 weeks before
agreed delivery. If this is not done on time NBE Production is entitled to invoice up to 90% of the total
purchase amount on the originally agreed date of delivery. Any loss suffered by NBE Production due to such
a delay must be paid by Purchaser.

6. Prices

Prices of Products are exclusive of VAT and duties unless otherwise specifically stated in the Agreement.
NBE Production reserves the right to adjust the agreed prices by not-delivered Products in the event of
changes of exchange rates, price increases from sub-suppliers, price increases of material, changes in
wages, government intervention or the like.

7. Payment and Invoicing

The payment of the purchase amount falls due no later than on the date stated in the invoice as the final due
date. It appears from the invoice as to where payment has to be effected. If payment is not effected on time
NBE Production is entitled – in addition to the amount of invoice – to charge interest in accordance with the
provisions of the Interest Act, regarding commercial customers, however, only 1.5% per month or fraction of

a month. In addition to this NBE Production will charge a fee of DKK 100.00 for written reminders (maximum
3 per invoice) and DKK 100.00 for the handing over of the matter for collection.

8. Technical Information etc.

Product information, illustrations and information on technical data such as effect, maintenance and
information on repayment time and the like in product descriptions, brochures or in NBE Production’s
website etc. are only directional. NBE Production’s information is only binding to the extent that reference is
expressly made to this in NBE Production’s order and/or order confirmation. Specific claims from Purchaser
are only binding to the extent that they are confirmed in writing by NBE Production.

9. Installation and Mounting

NBE Production advices Purchaser/the end customer to use authorized and authority approved plumber and
electrician in connection with the installation and mounting of Products. NBE Production undertakes no
responsibility or guarantee for products if the Product has been modified.

10. Complaints, Defects and Limitation of Liability

Claims concerning defects, delay, product liability or other claims for compensation must be set up in writing
to NBE Production without undue delay. Concerning trade purchase Purchaser must complain at once and
no later than 8 days after Purchaser discovers or should have discovered that the subject of sale has a
defect.

11. Limitaions of Liability

NBE Production is not liable to Purchaser for any kind of consequential damage or indirect loss deriving from
or in relation to a purchase agreement ruled by these Terms of Delivery including but not limited to loss on
operations, suspension of operations and loss of profit. 
NBE Production’s liability for damages is in every respect limited to DKK 10.000.000,00 to the maximum
cover of NBE Production’s liability insurance.

12. Guaranty and Service Agreements

Unless otherwise stated in the Agreement NBE Production will grant on all elements of the delivery a 6
months guarantee as from the date of delivery. No guarantee is, however, granted on wearing parts,
including but not only on electrical ignitions. 
In addition hereto the customer is subject to the complaint period of 24 months of the Danish Sale of Goods
Act. 
The guaranty will become void:
- if the Products are not installed, used and maintained as prescribed by the manufacturer
- if – without the approval from NBE Production – interventions are made to the Products by Purchaser or by
a third party
- if the Products are affected by aggressive substances
- if the Products are used in a way that lies beyond the temperatures and/or fields of application described by
NBE Production or the manufacturer, and - in case of gross violence

13. Obstructions on Delivery or Force Majeure

In the event of force majeure NBE Production’s and Purchaser’s obligations according to these Terms of
Delivery and the Agreement are suspended for as long as the fulfillment obstructions exist. The party
affected must at once inform the other party in writing of the circumstances and inform him when the
unsettled obligation is expected to be fulfilled. If the fulfillment of the unsettled obligation lasts more than 3
months the other party shall be entitled to cancel the deal in question without any of the parties being entitled
to claim compensation from the other party. Force majeure exists if NBE Production or Purchaser is
prevented from fulfilling the conditions or the Agreement due to circumstances occurring after the entering
into the agreement and which is beyond the control of the party in question and if the party in question has
taken sufficient care. Force majeure can especially exist in the event of extraordinary force of nature, wars,
terror, fire, vandalism, impossibility to obtain necessary manpower, machinery, material or sub-suppliers and
industrial disputes including but not limited to strikes and lockouts.

14. Partial Invalidity

If one or more of the provisions of these Terms of Delivery is held invalid, illegal or unenforceable the
validity, legality or enforceability of the other provisions shall not be affected or impaired by this.

15. Applicable Law and Legal Venue

Disputes, if any, between the parties arising from or in relation to a purchase agreement regulated by the
Terms of Delivery shall be settled according to Danish law. Disputes that cannot be settled amicably shall be
brought before the court at NBE Production’s legal venue.