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Terms and Conditions of Purchase

Terms and Conditions of Purchase of Green Instruments A/S

Terms and Conditions of Purchase - Green Instruments A/S

1.1 All purchase orders placed by GREEN INSTRUMENTS A/S or by any of its affiliated companies are subject to these Terms and Conditions of Purchase, unless otherwise explicitly agreed in writing with GREEN INSTRUMENTS A/S.

1.2 The Supplier’s standard terms and conditions referred to e.g. in the Supplier’s General Terms and Conditions or the Supplier’s order confirmation do not apply, except if accepted explicitly and in writing by GREEN INSTRUMENTS A/S.

1.3 The Supplier’s general terms and conditions or any part thereof are never to be construed as an implied acceptance on the part of GREEN INSTRUMENTS A/S, whether or not these have been explicitly rejected. Neither will GREEN INSTRUMENTS A/S’ payment for a delivery be considered an implied acceptance of the Supplier’s general terms and conditions.

2 Offer

2.1 The Supplier’s offer is valid for four (4) weeks as from GREEN INSTRUMENTS A/S’ receipt thereof.

2.2 The Supplier’s offer must indicate the purchase price and any discounts in the agreed currency, excluding VAT. Further, the Supplier must specify any discounts in percentages of the purchase price.

3 Purchase Order

3.1 The Supplier shall send its order confirmation within three (3) working days upon receipt of the purchase order. Otherwise, the Supplier will be deemed to have accepted GREEN INSTRUMENTS A/S’ order in its entirety subject to the terms and conditions thereof. Order Confirmation to be sent by email to purchase@greeninstruments.com.

4 Prices and Terms of Payment

4.1 All prices are specified exclusive of VAT; however, inclusive of all other taxes and duties, unless otherwise explicitly stated.

4.2 The price and any discounts must be stated in the invoice, which must also state the customs tariff number, the country of origin and the net weight for each product line, if required.

4.3 All amounts stated and/or invoiced according to clause 4.1 are payable end of month + 30 days upon receipt of duly specified invoice.

4.4 Orders will be invoiced upon delivery, at the earliest, according to the agreed term of delivery, invoices to be sent by email to: invoice@greeninstruments.com.

4.5 Payment for the Supplier’s costs of tools, forms, models or other equipment for the manufacture of the supply to GREEN INSTRUMENTS A/S is due end of month + 30 days as from GREEN INSTRUMENTS A/S’ approval of test samples.

5 Delivery Note, Invoice, etc. 

5.1 All supplies must be supplied by a delivery note with the following information:
a) Purchase order number.
b) GREEN INSTRUMENTS A/S’ item number and drawing and revision number.
c) Supplier’s item number.
d) Specification of any part delivery and quantity delivered as well as weight and number of units.
e) Serial number if required.
f) Country of origin
g) HS Code

6 Shipping Instructions and Packing 

6.1 All supplies must be properly packed in accordance with any usual trade custom, enabling unloading by truck or crane. Any marking of the supply must conform to any directions given by GREEN INSTRUMENTS A/S and must always comply with any current statutes applying locally at the place of delivery. The Supplier is responsible for the loading of the truck and the request for the carrier, unless otherwise stated in the purchase order.

6.2 On the submission of an offer, the Supplier shall provide information about packing suggestions and environmentally sound and sustainable packing.

7 Terms of Delivery 

7.1 All agreed terms of delivery are specified on the basis of ”Incoterms 2020". Unless otherwise agreed, the term of delivery is DAP (Incoterms 2020) the address ordered by GREEN INSTRUMENTS A/S.

8 Delivery 

8.1 The agreed time of delivery means the date when the supply must arrive at GREEN INSTRUMENTS A/S’ address or at the place ordered by GREEN INSTRUMENTS A/S according to the DAP clause. If the Supplier’s delivery of prototypes/samples has been agreed upon, the order will not be delivered until GREEN INSTRUMENTS A/S has approved the prototype/sample in writing.

8.2 The Supplier accepts that any delay is material. Consequently, all supplies must be received by 02:00 pm at the place ordered by GREEN INSTRUMENTS A/S, unless a later date of receipt has been specifically agreed.

8.3 The Supplier accepts that any supply must be conforming to contract, and that any deviation is material.
The quantity ordered must be strictly adhered to. Part deliveries require agreement, and delivery will otherwise be rejected as non-conforming.

8.4 In case of delivery earlier than the agreed delivery date, GREEN INSTRUMENTS A/S reserves the right to refuse to accept delivery. If GREEN INSTRUMENTS A/S chooses to accept delivery, the credit period will be counted from the agreed date of delivery.

8.5 The Supplier shall immediately give notice to GREEN INSTRUMENTS A/S in case of delay.
If the agreed date of delivery is exceeded, GREEN INSTRUMENTS A/S is entitled to cancel the order exempt from liability. GREEN INSTRUMENTS A/S reserves the right to be compensated for any direct loss suffered by GREEN INSTRUMENTS A/S due to late delivery or non-delivery, including any expenses of an agreed penalty to its customer or covering purchase from another supplier.

9 Cancellation 

9.1 GREEN INSTRUMENTS A/S is entitled to cancel an order until five (5) days prior to the agreed delivery date.

9.2 In case of cancellation under the above clause, GREEN INSTRUMENTS A/S shall compensate the Supplier for any direct costs incurred in connection with the cancellation if the Supplier is unable to obtain cover for its costs by other means.

10 Quality 

10.1 The Supplier agrees that all supplies to GREEN INSTRUMENTS A/S must be of high quality according to industry standards and must meet current standard specifications, including current safety regulations and environmental regulations in the country where the supply is to be used.

10.2 Further, the Supplier warrants that the supply meets all relevant EU directives, including the REACH arrangement, and further, the design and workmanship of the supply must comply with harmonized European standards.

10.3 In addition, the Supplier shall strictly meet the requirements and specifications for the supply set out by GREEN INSTRUMENTS A/S. The supply must be in strict compliance with the approved prototypes/samples, any drawings, technical specifications, prototypes, models, including any agreed standards and tolerances, etc., submitted by GREEN INSTRUMENTS A/S to the Supplier prior to delivery.

10.4 The Supplier shall for its own account produce documentation for the compliance of the supply with requirements and specifications, see clauses 10.2 and 10.3.

10.5 Trackability is required for each individual supply. The Supplier shall keep information on trackability for at least five (5) years from the delivery date.

10.6 The Supplier acknowledges and agrees that GREEN INSTRUMENTS A/S is unable to control the products delivered at the time of receipt, and that such control is only possible when the products received are put into use, meaning that any notification of lack of conformity is postponed until such time.

11 Warranty 

11.1 The Supplier warrants that the product delivered meets the quality requirements specified in clause 10, at a minimum, and is free from any faults and defects. The warranty is effective for 24 months as from the date of receipt at the place of delivery designated or - if GREEN INSTRUMENTS A/S resells or uses the supply as part of a major supply – from the date when GREEN INSTRUMENTS A/S delivers to its customer (whether as component parts or as part of an aggregate supply).
Thus, the warranty implies that the Supplier warrants that the supplies are in conformity with the contract during the entire warranty period, and that the performance level, function and fitness for use comply with the presupposed conditions in the order. Further, the warranty implies an obligation for the Supplier during the entire warranty period to repair or deliver products in replacement of any defective supplies for its own account and risk.

11.2 In case of faults or defects in products delivered, GREEN INSTRUMENTS A/S is entitled to cancel the order in full or in part and/or claim compensation for any indirect loss suffered by GREEN INSTRUMENTS A/S due to the fault or defect, howsoever caused. The Supplier accepts that any defect is deemed material.

11.3 Under no circumstances, will the warranty period start running until the Supplier has rendered a contractual performance, including e.g. a replacement delivery. If a replacement delivery has been agreed, the warranty period will be running from delivery thereof under clause 11.1.

11.4 The Supplier warrants delivery of spare parts for the supply or replacement deliveries for a period of ten (10) years as from the date of delivery.

11.5 The Supplier warrants that tools, products or documents belonging to GREEN INSTRUMENTS A/S, although if stored or installed with the Supplier, are clearly marked at any time as belonging to GREEN INSTRUMENTS A/S and supplied with a drawing or tool number.

12 Force Majeure 

Until delivery has been effected, both parties are entitled to demand postponement of the delivery date or cancellation of the order accepted in case of e.g. war, epidemics, riots, disturbances, strikes, work stoppage notified according to collective agreement, blockade or lockout (whether or not involving or caused by either party) fire, extraordinary natural conditions, shortage of transport facilities, or transport accidents, currency restrictions, prohibitions against import/export, interruptions in operation or shutdown in other respects, or in any other similar situation. GREEN INSTRUMENTS A/S is likewise exempt from liability in case of lack of production possibility for GREEN INSTRUMENTS A/S or lack of sales opportunities for GREEN INSTRUMENT A/S’ products caused by the force majeure event, or if GREEN INSTRUMENTS A/S is otherwise prevented from accepting delivery of the products ordered due to force majeure.

12.1 If the delivery date is postponed by more than sixty (60) days due to force majeure, GREEN INSTRUMENTS A/S is entitled to terminate the purchase agreement in full or in part and thereby to cancel the order without the Supplier being entitled to claim compensation or damages of any kind.

12.2 Either party may postpone the delivery date without the other party being entitled to assert any remedies for breach in relation to the other party invoking force majeure.

13 Product Liability 

13.1 Should a product liability be imposed on GREEN INSTRUMENTS A/S in relation to any third party attributable to the products delivered by the Supplier, GREEN INSTRUMENTS A/S has a right of recourse in full against the Supplier.

13.2 The Supplier is obligated to join as a co-defendant any action instituted before the same Danish or foreign venue and subject to the same set of rules (choice of law) hearing any product liability claim against GREEN INSTRUMENTS A/S.

13.3 The Supplier shall take out and maintain any insurance required, including relevant product liability insurance with component cover and a reasonable policy limit.
If so required by GREEN INSTRUMENTS A/S, the policy must be submitted by the Supplier to GREEN INSTRUMENTS A/S for inspection and approval.

14 IPR – Technical Drawings, Tools, Models, etc. 

14.1 The Supplier warrants that supplies to GREEN INSTRUMENTS A/S do not infringe any third-party rights, including but not limited to patents or third parties’ intellectual property rights.

14.2 All intellectual property rights in drawings, sketches, technical information, tools, ancillary equipment, models, or GREEN INSTRUMENTS A/S’ products, etc. belong to GREEN INSTRUMENTS A/S. Any conclusion of agreements with a Supplier will not imply any changes in these rights, and an agreement with a Supplier will never be considered a direct or indirect assignment of intellectual property rights to any such supplier.

14.3 All drawings, sketches, technical information and appendices of any other kind submitted by GREEN INSTRUMENTS A/S to the Supplier for the purpose of manufacturing the supply must be considered confidential material to be treated as confidential and to be delivered to GREEN INSTRUMENTS A/S, if so required.

14.4 All tools, ancillary equipment, models, etc. used for the manufacture of GREEN INSTRUMENTS A/S’ specific products are never to be used for any other purpose by the Supplier, unless GREEN INSTRUMENTS A/S has given its prior written consent. If so required by GREEN INSTRUMENTS A/S, the Supplier shall return to GREEN INSTRUMENTS A/S all tools, ancillary equipment, etc. belonging to GREEN INSTRUMENTS A/S or GREEN INSTRUMENTS A/S’ customers.

14.5 The Supplier is unauthorised to manufacture, market or sell to others than GREEN INSTRUMENTS A/S any products manufactured as directed or ordered by GREEN INSTRUMENTS A/S.

14.6 The Supplier is unauthorised to exercise any lien, set-off or the like in drawings, sketches, technical information, tools, ancillary equipment, or models, etc. belonging to GREEN INSTRUMENTS A/S or GREEN INSTRUMENTS A/S’ customers. If the Supplier withholds any drawings, sketches, technical information, tools, ancillary equipment, or models, etc., GREEN INSTRUMENTS A/S is entitled to have similar drawings, sketches, technical information, tools, ancillary equipment, or models, etc. manufactured for the Supplier’s account.

14.7 The Supplier and its employees shall not disclose any knowledge or information received about GREEN INSTRUMENTS A/S’ affairs. Any such information received may only be used to fulfil the Supplier’s obligations to GREEN INSTRUMENTS A/S and may therefore never be used for any other (commercial) purposes.

14.8 The Supplier is obligated for its own account to take out customary insurance, including liability insurance and fire insurance, comprising all machines, tools, ancillary equipment, models, and other contents belonging to GREEN INSTRUMENTS A/S, to the effect that these are duly insured against fire, theft, or other damage. If so required by GREEN INSTRUMENTS A/S, the policy must be submitted by the Supplier to GREEN INSTRUMENTS A/S for inspection and approval. The insurance must state that it concerns third party’s property.

15 Code of Conduct 

15.1 The Supplier shall observe GREEN INSTRUMENT A/S’ CODE OG CONDUCT. The latest version is available on www.greeninstruments.com.

16 Choice of Law and Venue

16.1 Any dispute arising out of or in connection with these Terms and Conditions of Purchase must be settled pursuant to Danish law.

16.2 GREEN INSTRUMENTS A/S is entitled to decide whether to settle a dispute before the District Court of Aalborg, Denmark, or by arbitration before the Danish Institute of Arbitration pursuant to its rules of procedure in force on the institution of the arbitration proceedings.
If GREEN INSTRUMENTS A/S opts for arbitration, either party shall appoint an arbitrator. The seat of arbitration must be in Aalborg, and the language of the proceedings must be Danish.

16.3 The Supplier shall join the action before the same Danish or foreign venue and subject to the same set of rules (choice of law) hearing any action for damages against GREEN INSTRUMENTS A/S.

17 Validity

17.1 These Terms and Conditions of Purchase are valid from JANUARY 2020.