The following terms apply to all our offers, sales, deliveries and services, including cases where the buyer stipulates different terms. Deviations shall only be valid if expressly agreed by us in writing.

All offers are made subject to prior sale in accordance with clause 3. Unless otherwise stated in the offer, it shall only be valid if acceptance is received by us no later than 30 days from the offer date.

3.1 Until the buyer’s acceptance has been received by us, we reserve the right to enter into an agreement with a third party regarding the offered goods, with the effect that the offer to the buyer lapses. Upon receipt of acceptance, we shall notify the buyer in writing without undue delay if the offer has lapsed.

3.2 We cannot be held liable for failure to fulfil the agreement as a result of prior sale.

4.1 If the order confirmation deviates from the order by additions, limitations or reservations, and the buyer does not wish to accept such changes, the buyer must notify us within one week. Otherwise, our order confirmation shall apply exclusively.

4.2 Orders placed on call-off must be taken no later than one year from the first call-off date. If the ordered quantity is not called off within the agreed period, we reserve the right not to deliver the outstanding quantity. For goods already called off, the buyer shall additionally pay the difference between the agreed price and the price applicable according to our price list at the time of delivery.

5.1 Our prices are based on those applicable on the day of delivery. Unless otherwise stated, prices are net and exclusive of VAT. We reserve the right to adjust prices due to documented changes in exchange rates, customs duties, taxes, fees, transport costs and other expenses related to the agreed delivery. Such changes do not entitle the buyer to cancel the order.

5.2 Handling fees are charged in accordance with our applicable regulations at any time.

6.1 Payment shall be made no later than the due date stated on the invoice. If no due date is stated, payment shall be made in cash upon delivery.

6.2 Interest shall accrue on any outstanding balance from the due date at the officially fixed discount rate plus 9%, however not less than the rate stated on the invoice.

6.3 The buyer is not entitled to offset any counterclaims not recognised by us in writing, nor to withhold any part of the purchase price due to counterclaims of any kind.

7.1 Subject to mandatory legal provisions, the seller retains ownership of the goods sold until full payment of the purchase price including accrued costs has been made.

7.2 If the goods are sold for subsequent incorporation into or assembly with other items, the retention of title shall cease upon such incorporation or assembly.

7.3 In the event of processing or transformation of the goods, the retention of title shall continue to apply to the transformed goods in proportion to the value represented by the goods at the time of sale.

8.1 Delivery shall be made ex works at the seller’s address, at the buyer’s expense and risk.

8.2 Delivery times are estimated to the best of our ability based on the circumstances at the time the offer is made or the agreement entered into. Unless otherwise expressly agreed, a delay of up to 14 days due to the seller’s circumstances shall in all respects be considered timely delivery.

8.3 If delivery is delayed due to circumstances described in clause 12.3, the delivery time shall be extended accordingly. Either party may cancel the agreement without liability if such circumstances persist for more than three months.

8.4 The buyer shall be notified in writing without undue delay of any changes to the delivery time.

9.1 Packaging is at the buyer’s expense unless expressly included in the price.

9.2 Packaging is only accepted for return by prior agreement.

Drawings, specifications and similar material provided by us before or after conclusion of the agreement remain our property and may not be disclosed or misused without written consent.

11.1 Upon delivery, the buyer must immediately inspect the goods in accordance with proper business practice.

11.2 For goods not manufactured by us, the same conditions apply between us and the buyer as between our supplier and us, and our liability is limited accordingly.

11.3 Any defect must be notified in writing immediately after discovery or when it should have been discovered.

11.4 At our discretion, defects will be remedied or the goods replaced.

11.5 If remedy or replacement is not effected within a reasonable time, the buyer may, in accordance with Danish law, cancel the agreement, demand a price reduction or claim damages.

11.6 No defect may be claimed later than six months after delivery. Our liability shall in no case extend beyond one year from the original delivery date.

11.7 Any modification or intervention without our written consent releases us from all liability.

12.1 Any claim for damages shall not exceed the invoiced amount for the goods sold.

12.2 We are not liable for loss of profit, operating loss or any indirect loss.

12.3 Force majeure events include, but are not limited to, labour disputes, fire, war, mobilisation, requisition, currency restrictions, riots, lack of transport, shortages, power restrictions or delays from sub-suppliers.

12.4 The buyer shall be notified in writing without undue delay if such circumstances occur.

13.1 Goods are accepted for return only by prior written agreement.

13.2 Returned goods must be sent in original packaging at the buyer’s expense and risk.

14.1 Product liability is governed by Danish law. We are not liable for indirect losses unless required by mandatory law.

14.2 Any extended warranties from third-party suppliers are transferred to the buyer without extending liability towards Sargo.

The seller is entitled to assign all rights and obligations under the agreement to third parties.

Where these terms do not apply, reference is made to NLS 82 and NL 92, as applicable.

Any dispute shall be finally settled by arbitration at the Danish Chamber of Commerce in accordance with its rules and Danish law.