GENERAL TERMS AND CONDITIONS OF SALE
Version 1 – 28 October 2021
1.1 Any delivery of goods and services by Blue World Technologies as the seller to the customer (“Customer”) shall be subject to the Terms and Conditions set forth herein to the extent no other agreements have been explicitly made. The Customer’s general terms and conditions that are inconsistent with the Terms and Conditions set forth herein shall only be applicable to the extent Blue World Technologies has explicitly approved in writing.
1.2 Any claims held against Blue World Technologies may not be assigned to third parties.
1.3 The sale, resale and the disposal of goods and services including any associated technology or documentation may be governed by Danish, EU, US export control regulations as well as by the export control regulations of further countries. Any resale of goods to embargoed countries or to denied persons or persons that use or may use the goods for military purposes, ABC weapons or nuclear technology is subject to an official license.
Customer declares with his order the conformity with such statutes and regulations and that the goods will not directly or indirectly be delivered into countries that prohibit or restrict the import of such goods. Customer declares to have obtained all licenses required for export and import.
2. INFORMATION, CONSULTANCY
Information and consultancy in relation to Blue World Technologies’ goods and services are provided as deemed appropriate from existing experience. Any values quoted as part thereof, especially performance data, represent average values that have been determined through experiments under standard test conditions. Blue World Technologies cannot assume any commitment for its products to precisely meet the quoted values and areas of application. The goods are sold, and service, information and advice are rendered on the understanding that the Customer is solely responsible for determining the suitability of the goods for the intended use. Section 10 of these Terms and Conditions governs any issues of liability.
3.1 The prices quoted in the order confirmation of Blue World Technologies shall solely apply. Additional services will be invoiced separately.
3.2 All prices are quoted as net prices and do not include value added tax, which is to be paid additionally by the Customer in the amount specified by applicable law.
3.3 Unless otherwise expressly agreed, the prices are quoted Ex works (EXW) of the Blue World Technologies using these Terms and Conditions. The Customer shall bear all additional freight costs, packing costs in excess of standard packing, public fees (including withholding taxes) and duties.
4.1 Orders may not be cancelled without Blue World Technologies’ prior written consent, and such cancellation may be subject to payment of a reasonable cancellation charge set by Blue World Technologies.
4.2 Blue World Technologies shall have the right to postpone delivery or cancel an order wholly or partially without any liability if Blue World Technologies have reason to believe that delivery of goods would be prevented for any reason beyond Blue World Technologies’ control or that payment of goods would not be honoured by Customer.
4.3 Unless otherwise expressly agreed, Blue World Technologies shall deliver Ex works (EXW INCOTERMS 2010) of the Blue World Technologies using these Terms and Conditions.
4.4 Delivery dates are to be treated as estimates only and Blue World Technologies shall not be liable for failure to deliver at such time. Notwithstanding anything else to the contrary, the time for delivery shall be extended if delay in delivery is caused by force majeure or anything beyond Blue World Technologies’ reasonable control.
4.5 Delivery periods shall only be binding if expressly agreed in writing. Delivery periods shall begin on the date as set forth on the order confirmation by Blue World Technologies, however, in no case prior to settlement of all details relating to an order including the furnishing of any required official certificates. Delivery periods shall be deemed to be met on timely notification of readiness to ship if the goods cannot be dispatched in time through no fault of Blue World Technologies.
4.6 With respect to delivery periods and dates, which are not expressly defined as fixed in the order confirmation, the Customer may – two weeks after expiry of such a delivery period or date – set an adequate grace period for delivery.
Blue World Technologies may only be deemed to be in default after expiry of such a grace period.
4.7 Without prejudicing Blue World Technologies’ rights from Customer’s default, delivery periods and dates shall be deemed to be extended by the period of time during which the Customer fails to comply with his obligations towards Blue World Technologies. In case Blue World Technologies does not comply with its obligations Blue World Technologies shall only be liable for all types of damages in accordance with section 10 of these Terms and Conditions.
4.8 Blue World Technologies may perform partial deliveries and render partial services if such action would not unreasonably affect the Customer.
4.9 The Customer may rescind the contract after two unsuccessful grace periods unless the hindrance is merely temporary in nature and a delay would not unreasonably affect the Customer.
5. SHIPMENT, PASSING OF RISK
5.1. Unless otherwise expressly agreed, shipment shall always be carried out at the Customer’s risk. The risk shall pass to the Customer as soon as the goods have been handed over to the person executing the shipment.
5.2 If a shipment is delayed for reasons to be attributed to the Customer, the risk of accidental deterioration, loss and destruction shall pass to the Customer on notification of Blue World Technologies’ readiness to ship. Required storage costs after passing of risk shall be borne by the Customer. This shall not affect any other claims.
5.3 If the Customer defaults in accepting, Blue World Technologies shall be entitled to claim refund of any expenditure associated therewith and the risk of accidental deterioration, loss and destruction shall pass to the Customer.
6.1 Payment shall be made in full within 30 days from the date of the invoice. Payment shall be considered to have been made on the day the payable sum is received by Blue World Technologies.
6.2 Immediately upon default of payment Blue World Technologies shall be entitled to demand default interest of 5 percentage points above the base lending rate p.a.. Blue World Technologies reserves the right to claim a higher actual damage.
6.3 Customers may only withhold or offset due payments against their own counterclaims if these are uncontested or have been found to be legally binding.
7. RETENTION OF TITLE
7.1 Delivered goods shall fully remain property of Blue World Technologies (goods sold subject to retention of title) until all receivables, on whatever legal grounds, have been fully paid up.
8. INTENTIONALLY OMITTED
9.1 Blue World Technologies reserves the right to supply goods to the specification current at the date of dispatch.
9.2 Goods shall be deemed to have been accepted unless within 30 days from receipt of goods we are notified to the contrary.
9.3 The goods claimed to be defective shall be returned to Blue World Technologies for examination in their original or equivalent packaging. Blue World Technologies shall remedy defects if the warranty claim is valid and within the warranty period. It is at Blue World Technologies’ discretion whether Blue World Technologies remedies the defect by repair or replacement. Blue World Technologies shall only bear the costs necessary to remedy the defect.
9.4 Blue World Technologies shall be entitled to refuse to remedy defects in accordance with Blue World Technologies’ statutory rights. Blue World Technologies may refuse to remedy defects if the Customer has not complied with Blue World Technologies’ request to return the goods claimed to be defective.
9.5 The Customer shall be entitled to rescind the contract or reduce the contract price in accordance with his statutory rights, however, the Customer shall not be entitled to rescind the contract or to reduce the contract price, unless the Customer has previously given Blue World Technologies twice a reasonable period to remedy the defect which Blue World Technologies has failed to observe.
9.6 Any rights of the Customer to receive damages or compensation shall be governed by the provisions in section 10 of these Terms and Conditions.
9.7 Specifications of Blue World Technologies’ goods, especially pictures, drawings, data about weight, measure and capacity contained in offers and brochures are to be considered as average data. Such specifications and data shall in no way constitute a quality warranty but merely a description or labelling of the goods.
9.8 Unless limits for variations have expressly been agreed in the order confirmation, such variations shall be admissible that are customary within the trade.
9.9 Blue World Technologies shall not accept any liability for defects in the goods supplied if they are caused by normal wear and tear. The Customer shall have no rights against Blue World Technologies in respect of defects in goods sold as lower-class or used goods.
9.10 Any warranty shall be void if operating manuals or maintenance instructions or similar are not observed, if changes are made to deliveries or services, if parts are replaced or materials used that are not in accordance with the original product specifications or manual by Blue World Technologies, unless the Customer can show that the defect in question resulted from another cause.
9.11 The limitation period for claims for defects shall be 6 months.
This shall not apply to Customer’s claims for damages based on damages of body or health caused by a defect for which Blue World Technologies is responsible or claims for damages based on intentional or grossly negligent conduct by Blue World Technologies.
10. LIMITED LIABILITY
10.1 In case of a breach of contractual obligations, defective deliveries or tortuous acts, Blue World Technologies shall only be obliged to compensate for direct damages – if Blue World Technologies has acted intentionally or with gross negligence or in cases of minor negligence, if such negligence results in the breach of an essential contractual duty (a duty the breach of which puts the fulfilment of the purpose of the contract at risk). However, in case of minor negligence, Blue World Technologies’ liability shall be limited to typical damages which are foreseeable at the time of the conclusion of the contract.
10.2 The liability of Blue World Technologies for losses caused by late delivery due to minor negligence shall be limited to 5% of the agreed purchase price.
11. INDUSTRIAL PROPERTY RIGHTS, COPYRIGHTS
11.1 In the event of claims against the Customer because of breach of an industrial property right or a copyright in using deliveries or services supplied by Blue World Technologies in accordance with the contractually defined manner, Blue World Technologies shall be responsible to obtain the right for the Customer to continue using such deliveries or services, provided that the Customer gives immediate written notice of such third-party claims and Blue World Technologies’ rights to take all appropriate defensive and out-of-court actions are reserved. If, despite such actions, it proves impossible to continue using the deliveries or services supplied by Blue World Technologies under reasonable economic conditions, it shall be understood and agreed that Blue World Technologies may, at the discretion of Blue World Technologies, modify or replace the particular delivery or service for removal of a legal deficiency, or take back such delivery or service with refunding of the sales price previously paid to Blue World Technologies less a certain deduction to account for the age of the delivery or service in question.
11.2 The Customer shall have no further claims alleging infringement of industrial property or copyrights provided Blue World Technologies has neither violated essential contractual duties nor intentionally or grossly negligently breached contractual duties. Blue World Technologies shall have no obligations in accordance with section
11.1 in case breaches of rights are caused by exploiting the deliveries or services supplied by Blue World Technologies in any other manner than contractually defined or by operating these together with any other than Blue World Technologies deliveries or services.
12.1 Customer is obliged to closely observe the documents accompanying the goods and to ensure the correct disposal of the goods in accordance with the applicable law.
12.2 In case Customer is a merchant, Customer shall be obliged to dispose the goods at its own costs.
13.1 Unless otherwise expressly stipulated in writing, no information provided to Blue World Technologies in connection with orders shall be regarded as confidential, unless their confidential nature is obvious.
13.2 Blue World Technologies points out that personal data in relation to the contractual relationship may be stored by Blue World Technologies and may be transferred to companies associated with Blue World Technologies in accordance with current GDPR practices.
14.1 The place of jurisdiction, shall be the place of business of the Blue World Technologies using these Terms and Conditions. However, Blue World Technologies may also take legal action against Customer at Customer’s place of business.
14.2 Governing law shall be the laws of Denmark with the exclusion of the international conflict of laws provisions thereof and with the exclusion of the United Nations Convention on Contracts for the International Sale of Goods (CISG).
14.3 Should any of the clauses of these Terms and Conditions be wholly or partially invalid or void, the validity of the remaining clauses or parts thereof shall not be affected.