General terms and conditions of sale and delivery
Biogas Teknik A/S
CVR No. 35672508
Nørreager 2, Hee
6950 Ringkøbing
Biogas Teknik Service A/S
CVR No. 43078569
Nørreager 2, Hee
6950 Ringkøbing
Tank Construction A/S
CVR No. 45333582
Nørreager 2, Hee
6950 Ringkøbing
(hereinafter referred to as “Biogas Teknik”)
1. IN GENERAL
1.1 These general terms and conditions of sale and delivery apply to all commercial transactions, including the supply of products, assembly work, and the provision of services from Biogas Teknik to a customer, unless otherwise expressly agreed in writing. Biogas Teknik is not bound by any purchase terms presented by the buyer, even if Biogas Teknik has not objected to such terms.
1.2 The terms and conditions, together with the offer, order confirmation, delivery agreement, and/or service agreement, constitute the entire contractual basis. Changes to and additions to the contractual basis are only valid if the parties have agreed to such changes in writing.
1.3 Furthermore, NLM94 applies to the transaction. In the event of discrepancies between these general terms and conditions of sale and delivery and NLM94, these general terms and conditions of sale and delivery shall prevail. Individual terms stated in Biogas Teknik’s offer, order confirmation, delivery agreement, or service agreement always take precedence over the general terms and conditions of sale and delivery and NLM94.
If the delivery does not naturally fall under NLM94, it will be made in accordance with AB18, and if it is a turnkey contract, ABT18 applies. However, the rules on guarantees do not apply unless otherwise agreed. If the service is provided abroad, this section (provision) does not apply. Liability for damages, if the matter falls under AB18 or ABT18, is limited to a delay penalty of up to 0.05 percent per day and a maximum of 5 percent of the total delivery amount.
2. CONSULTING
2.1 To the extent that Biogas Teknik provides advice to the buyer within our area of expertise, such advice is given to the best of Biogas Teknik’s knowledge at the time of consultation. Biogas Teknik cannot assume any responsibility if later experiences lead to different solutions.
2.2 Consulting is based on the information provided by the buyer to Biogas Teknik. The buyer must grant Biogas Teknik access to personnel and information to the extent necessary to perform consulting or service tasks.
2.3 All consulting services are advisory in nature and cannot be considered a functional guarantee without Biogas Teknik’s explicit written confirmation.
2.4 Any failure to meet a functional guarantee must be verified by an independent third party approved by both the buyer and Biogas Teknik. In cases where a functional guarantee is not fulfilled, Biogas Teknik undertakes to remedy the guarantee claim at its own discretion, either by modification or replacement of the delivered material.
2.5 If Biogas Teknik’s products are to be used in processes or constructions such as tanks that are subject to specific requirements, norms, or standards, the buyer is obliged to inform Biogas Teknik of such requirements. Otherwise, Biogas Teknik is not liable for non-compliance with such special requirements. The same applies if the product from Biogas Teknik is resold to a country where the requirements differ from Danish regulations.
3. OFFER AND ORDER CONFIRMATION
3.1 Offers are valid for 60 days unless otherwise stated. The right to change prices and designs without notice is reserved.
3.2 Upon order placement, the scope of delivery and the delivery date are determined by Biogas Teknik’s written order confirmation. If no such confirmation is provided, the buyer’s written order applies.
3.3 If Biogas Teknik’s order confirmation deviates from the buyer’s order by way of additions, limitations, or reservations that the buyer does not accept, the buyer must notify Biogas Teknik within one week. Otherwise, the order confirmation shall apply.
3.4 Orders placed and confirmed cannot be canceled without Biogas Teknik’s written consent.
4. TECHNICAL INFORMATION AND DRAWINGS
4.1 Information in catalogs, brochures, advertisements, websites, product information, illustrations, drawings, and other materials not specifically prepared for the given order is for guidance only. Information regarding weight, dimensions, capacity, volume, load-bearing capacity, speed, and other technical data is only binding for Biogas Teknik if such information is explicitly included in the contractual basis.
4.2 Any assistance in the form of technical guidance, measurements, quantity calculations based on drawings, etc., is provided as a service for which Biogas Teknik assumes no responsibility.
4.3 Biogas Teknik assumes no responsibility for information contained in written materials about products provided by Biogas Teknik’s suppliers. All drawings, descriptions, and other technical documents provided to the buyer before or after entering into the agreement remain the property of Biogas Teknik and may not be used by the buyer for any purpose other than that intended at the time of provision. The material may not be copied, reproduced, shared, or otherwise disclosed to third parties without Biogas Teknik’s consent.
5. PRICE
5.1 All prices are stated exclusive of VAT and other charges, without packaging, freight, and insurance, and in Danish kroner. Prices are ex-works unless otherwise agreed.
5.2 For sales to foreign countries, any export duties, customs duties, or similar charges are the buyer’s responsibility and not Biogas Teknik’s.
5.3 Orders are registered based on the price applicable on the date of receipt. Unless a fixed offer has been made, price increases from our suppliers and changes in labor costs unknown to Biogas Teknik at the time of the order confirmation are reserved.
6. DELIVERY
6.1 The delivery date refers to the date on which the goods are ready for shipment from Biogas Teknik’s warehouse, unless otherwise agreed.
6.2 The delivery date stated in Biogas Teknik’s order confirmation may be postponed until the final clarification of all essential technical details related to the delivery has been completed.
6.3 In the event of force majeure or other circumstances beyond Biogas Teknik’s control, the company is entitled to postpone delivery or cancel the order.
7. PAYMENT
7.1 Unless otherwise agreed, the purchase price is due for payment no later than 8 days after the invoice date. If payment upon delivery has been agreed, payment must be made on the agreed delivery date, even if the delivery is postponed due to the buyer’s circumstances.
7.2 Any bank charges and fees associated with payment shall be borne by the buyer.
7.3 If timely payment is not made, Biogas Teknik will charge an interest rate of 2% per commenced month from the due date.
7.4. Postponement of the agreed delivery date does not entitle the buyer to a corresponding postponement of payment.
8. RETENTION OF TITLE
8.1 Biogas Teknik retains ownership of the sold goods until the full purchase price, including delivery and installation costs, has been paid.
8.2 The buyer is obliged to ensure that the sold goods are covered by adequate damage insurance until the full purchase price has been paid.
9. TRANSFER OF RISK
9.1 The risk of accidental damage to or loss of the goods passes to the buyer upon delivery in accordance with the agreed delivery clause.
9.2 If delivery is postponed due to circumstances attributable to the buyer, the risk passes to the buyer on the originally agreed delivery date.
10. SELLER’S DELAY
10.1 If Biogas Teknik is unable to deliver on time, cf. Section 6, or if a delay is deemed likely, the buyer shall be notified in writing without undue delay, stating the reason for the delay and providing information on the expected delivery date.
10.2 If the delay is due to force majeure, cf. Section 13, delays from subcontractors, non-payment of the purchase price or installments thereof, or other obstacles for which the buyer is responsible, the delivery date shall be postponed by as many days as is deemed reasonable considering all circumstances.
10.3 If Biogas Teknik is responsible for the delay, any compensation for the buyer’s documented loss shall not exceed 0.5% of the purchase price for each full week of delay, calculated based on the portion of the purchase price related to the delayed part of the delivery. Biogas Teknik cannot be held liable for any further loss or penalty, either under NLM94 or on any other basis. Compensation can under no circumstances exceed 15% of the calculation basis. The buyer’s indirect losses are not compensated.
10.4 If the maximum compensation is reached, the buyer may, by written notice to Biogas Teknik, set a final deadline of at least 14 calendar days for delivery. If this deadline is also exceeded, the buyer may, by written notice, cancel the agreement.
11. SELLER'S LIABILITY FOR DEFECTS
11.1 The goods are delivered in the execution and condition that is the applicable standard at the time of delivery.
11.2 Biogas Teknik is obligated to remedy all defects in the delivery caused by errors in design, material, or manufacturing. Remediation will be carried out either by repairing or replacing the defective part.
11.3 The buyer must immediately inspect the delivered goods upon receipt to ensure they are free from defects. Complaints regarding defects that are or should have been discovered during such an inspection must be submitted within 8 days after receipt of the delivery for the buyer to invoke them.
Returns of goods without prior written approval from Biogas Teknik will not be accepted.
11.4 A warranty is provided for material and manufacturing defects that appear within 1 year from delivery.
11.5 Biogas Teknik’s liability does not cover defects caused by materials provided by the buyer, by constructions prescribed or specified by the buyer, or by incorrect operation, inadequate maintenance, or improper installation or repair performed by the buyer.
11.6 Biogas Teknik is committed and reserves the right to carry out free-of-charge remediation at its own workshop or to replace defective products. The warranty period is extended by the time the sold item remains unused due to repair. Replaced parts automatically become the property of Biogas Teknik and must be returned upon agreement.
11.7 The buyer must immediately notify Biogas Teknik in writing of any defects. If the buyer fails to submit a timely complaint, they lose the right to remediation.
11.8 If Biogas Teknik does not perform remediation within a reasonable time, the buyer may set a final deadline with written notice. If this deadline is also exceeded, the buyer may choose either to have the repair carried out at Biogas Teknik’s expense and risk or to request a proportional reduction in the purchase price, however, no more than 15% of the total agreed purchase price for the defective part. Biogas Teknik assumes no liability for defects beyond what is stated above and is not responsible for any loss of operations, lost profits, or other indirect or economic consequential losses suffered by the buyer.
11.9 If a defect is caused by or arises in components supplied by Biogas Teknik’s subcontractors or work performed by its sub-contractors, Biogas Teknik’s liability does not extend beyond what can be enforced and satisfied against the relevant supplier.
12. SOFTWARE
12.1 If Biogas Teknik delivers a product with associated software, the buyer acquires a non-exclusive right to use the software, limited to the purpose specified in the product specification. Beyond this, the buyer does not acquire any rights to the software. The buyer does not have access to the software's source code unless explicitly agreed with the rights holder. If the right to use the software requires ongoing license payments, the buyer is responsible for making these payments.
13. FORCE MAJEURE
Biogas Teknik is entitled to cancel orders or postpone agreed deliveries and is otherwise exempt from liability for any missing, defective, or delayed delivery that is wholly or partially due to circumstances beyond Biogas Teknik’s reasonable control, such as riots, civil unrest, war, terrorism, explosions, fire, natural disasters, governmental regulations, prohibitions, and orders, strikes, lockouts, slow-downs, lack of transportation, shortages of goods, illness, resignation of key personnel, or delays or defects in deliveries from subcontractors or sub-contractors, production or testing accidents, computer viruses, or lack of energy supply. All of the buyer’s rights are suspended or lapse in such cases. The buyer is therefore not entitled to claim compensation or make any other claims against Biogas Teknik in the event of cancellation or postponed execution.
14. CHOICE OF LAW AND JURISDICTION
14.1 All disputes arising from or in connection with the agreement, including disputes concerning the existence and validity of the agreement, the interpretation and application of these terms, and the conformity of deliveries with the agreement, shall be governed by Danish law.
The contractual relationship is regulated by NLM94 or AB18/ABT18, where the agreed legal framework requires arbitration in the event of a dispute. However, Biogas Teknik reserves the right to determine that the case shall instead be handled in ordinary courts. If a dispute is brought before the courts, it must be processed in Biogas Teknik’s jurisdiction.