1. Definitions

Unless otherwise stated in the text, the definitions set forth below shall apply to these Terms and Conditions of Sale and Delivery: “The Customer” refers to the company or business that has placed an order with ScanTherm ApS. “ST” refers to ScanTherm ApS, CVR No. 45302555. “Terms and Conditions of Sale and Delivery” refers to these Terms and Conditions of Sale and Delivery, including the Warranty Provisions (https://www.scantherm.dk/garantibestemmelser)—which constitute an integral part of the Terms and Conditions of Sale and Delivery. “Product” refers to one of ST’s products. “Special-Order Items” refers to products not kept in stock by ST that are manufactured specifically according to the customer’s specifications. “Surcharges” refers to the surcharges applicable at any given time for the delivery of Products, etc., including shipping costs. “Direct Deliveries” refers to the delivery of Products directly from ST to the end customer.

2. Validity

These Terms and Conditions of Sale and Delivery apply to all offers made regarding the sale and delivery of Products from ST, unless otherwise agreed in writing. These Terms and Conditions of Sale and Delivery apply both to ST’s delivery of Products to the Customer and to Direct Deliveries.

3. Product Information

Product information such as prices, images, drawings, specifications, and the like, as well as other information contained in ST’s catalogs and other sales materials or in other media, including ST’s website, shall not be considered legally binding but rather for informational purposes only. ST cannot guarantee or warrant that the Product is suitable for the customer’s needs. Therefore, the Customer is solely responsible for ensuring that the Product is suitable for its intended use and meets the necessary requirements.

4. Product Update

ST reserves the right to update product designs and specifications without prior notice in order to improve its products.

5. Delivery and Transfer of Risk

Upon delivery of the Product by a shipping company designated by ST, the risk of accidental loss of the Product passes to the Customer upon delivery to the agreed-upon delivery address. Unless otherwise agreed, the Customer shall pay a specified surcharge for delivery of the Product. Delivery is contingent upon the unloading site being accessible by a passable road. The Customer is responsible for ensuring that unloading can take place immediately at the agreed delivery address. The Customer shall bear any additional costs if unloading cannot take place as expected. Upon delivery of the Product by a freight carrier other than one designated by ST, the risk of accidental loss of the Product passes upon pickup of the Product from ST’s warehouse. ST reserves the right to make partial deliveries. If the order includes Products that are not in ST’s inventory on the order date, ST will notify the Customer of this within a reasonable time and indicate when delivery is expected to take place. Upon delivery, the Customer must immediately conduct a proper inspection of the delivered Product. If the Customer wishes to claim that the delivered Product has visible damage, the Customer must notify ST of this immediately and no later than on the day of delivery. If, upon delivery of the Product, the Customer has signed a waybill without any remarks, it is not possible to file a complaint that the Product had visible damage at the time of delivery. If the Customer wishes to claim that the delivered Product had hidden damage upon delivery, the Customer must notify ST of this no later than 5 days after delivery of the Product. If the Customer wishes to file a complaint regarding an incorrect delivery, the Customer must notify ST of this no later than 5 days after delivery.

6. Packaging

The customer may not alter, remove, or destroy the Product’s labeling or original packaging, nor may the customer remove any warnings, markings, notices, or identifying features that form part of or are affixed to the Product or its packaging.

7. Prices

All prices are listed in either Danish kroner or euros and do not include sales tax and are ex-warehouse.

8. Payment

The terms of payment are net cash with no deductions of any kind, unless otherwise agreed. If the Customer fails to pay the full amount on time, ST may charge interest from the due date in accordance with the Interest Act, plus a collection fee of 100 kr.

9. Returns

In exceptional cases, the customer may return purchased products within 8 days. This is provided that the product is not a special-order item, is in undamaged condition, and is returned in its original packaging.

10. Warranty

As the manufacturer of the Product, ST provides a warranty in accordance with the terms set forth in Appendix 1.

11. Defects and Complaints

If the Customer wishes to claim a defect in the Product that the Customer has or should have discovered, the Customer must notify ST immediately, and no later than 5 days from the delivery of the Product, and specify the nature of the defect. The Customer bears the burden of proof that the defect in the Product claimed by the Customer was present at the time of delivery of the Product to the Customer. Rectification of defects in the Product shall, at ST’s discretion, be effected either by repairing the defect or by replacing the Product. The Customer is not entitled to assert any further claims for defects, and the Customer is therefore not entitled to compensation or reimbursement for any losses or costs the Customer may incur in connection with the repair or replacement, including costs for assembly and installation of the replacement Product. If the Customer has not notified ST of any defect in the delivered Product within 12 months of the delivery date, the Customer may not subsequently assert a claim for such defect. For parts that have been replaced or repaired, ST assumes the same obligations that apply to the originally sold Product for a period of 12 months; however, ST’s liability for defects cannot, for any part of the sold Product, extend beyond 18 months from the original delivery date.

12. Limitations of Liability for Delays, Defects, or Incorrect Deliveries

Under no circumstances may ST be held liable for operating losses, loss of profit, or other indirect losses and consequential damages—including contractual penalties or other fines—arising from delays or defects in the Product sold, unless ST has acted with intent or gross negligence. The same applies to incorrect deliveries that can be directly attributed to ST. The same also applies in relation to ST’s delay in delivering one or more of the Services purchased by the Customer. ST’s total liability for damages may under no circumstances exceed the price of the Product, excluding VAT. Any alteration or modification of the sold Product without ST’s written consent releases ST from any obligation regarding the Product.

If the Customer justifiably cancels the order due to a material defect or material delay and purchases a product equivalent to the Product, the Customer may claim reimbursement from ST for the direct and documented costs incurred in purchasing the equivalent product from another supplier; however, such reimbursement may in no event exceed 15% of the price, excluding VAT, of the defective or delayed Product. Beyond this, the Customer is not entitled to any other compensation in connection with the cancellation of the order, including shipping costs or similar expenses. The following circumstances (force majeure) shall exempt ST from liability if they prevent delivery of the Product: labor disputes, strikes, lockouts, and any other circumstances beyond the parties’ control, such as fire, war, mobilization, or unforeseen military call-ups of a comparable scope, requisition, seizure, currency restrictions, riots and civil unrest, unusual weather and natural disasters, including volcanic eruptions and torrential rains, serious disease outbreaks, lack of transportation, general shortages of goods, fuel restrictions, and defects in or delays in deliveries from suppliers resulting from any of the circumstances mentioned in this section. Circumstances as mentioned above that occurred prior to the submission of the offer or the conclusion of the order shall only constitute grounds for exemption from liability if their impact on the fulfillment of the order could not have been foreseen at that time. ST must notify the Customer in writing within a reasonable time if such circumstances arise.

If a delay in delivery is due to force majeure, the delivery period shall be extended by the duration of the impediment; however, both parties shall be entitled to cancel the order for delivery of the Product without liability if the impediment has lasted for more than 3 months. This provision shall take effect regardless of whether the cause of the delay occurs before or after the expiration of the agreed delivery period.

13. Product Liability

With regard to product liability, the rules of Danish law in force at any given time apply, subject to the limitations of liability set forth in these Terms and Conditions of Sale and Delivery. ST shall only be liable for personal injury caused by a Product if it can be proven that the injury resulted from an omission or negligence on the part of ST or others for whom ST is responsible. ST is not liable for any damage to real property or personal property caused by a Product after delivery has taken place. ST is also not liable for any damage to products manufactured by or stored at the Customer’s premises, or to the Customer’s products in which a Product is incorporated. ST is not liable for loss of profits, loss of revenue, or other indirect losses or consequential damages, including contractual penalties or other fines, arising from a defective Product, unless the Customer can prove that ST acted with gross negligence or intent. The Customer shall indemnify ST against any claim for damages relating to product liability brought by a third party against ST, to the extent that ST is not liable to the Customer under these Terms and Conditions of Sale and Delivery.

14. Transfer of Rights and Obligations

ST is entitled to transfer all rights and obligations related to the fulfillment of an order to a third party without the Customer’s consent.

15. Changes

ST reserves the right to amend these Terms and Conditions of Sale and Delivery. The current version of the Terms and Conditions of Sale and Delivery can always be found at www.scantherm.dk

16. Governing Law and Jurisdiction

These Terms and Conditions of Sale and Delivery are governed by Danish law, excluding, however, the Danish rules of private international law and the United Nations Convention on Contracts for the International Sale of Goods (CISG). Any dispute that may arise in the commercial relationship between the parties, as governed by these Terms and Conditions of Sale and Delivery, and which cannot be resolved amicably, shall be brought before the Court in Hjørring, Denmark.