Terms and conditions of sale and delivery

1 Application

1.1 Application. General terms and conditions of sale and delivery (the ‘Terms and Conditions’) apply to all agreements with JEMA LIFT A/S, CVR number 19803643 (the “Seller”) for the sale and delivery of products, spare parts and related services to business customers (the ‘Customer’).

2 Basis of agreement

2.1 Basis of agreement. The Terms and Conditions, together with the Seller's offer and order confirmations, constitute the entire basis of agreement for the Seller's sale and delivery of products, spare parts and related services to the Customer (the ‘Agreement’). The Customer's terms and conditions of purchase printed on orders or otherwise communicated to the Seller do not form part of the Agreement.

2.2 Amendments and supplements. Amendments and supplements to the Agreement are only valid if agreed in writing and signed by both parties.

2.3 Legal status. Each party shall immediately notify the other party if it changes its legal status, is subject to bankruptcy or reconstruction proceedings or voluntary liquidation.

3 Price and payment

3.1 Price. The price of products, spare parts and related services shall be in accordance with the Seller's price list in force at the time the Seller confirms the customer's order, unless otherwise agreed in writing by the parties. All prices are exclusive of VAT. Shipping and packaging are not included in the prices and will be charged separately. The Seller reserves the right to adjust prices in the event of increases in costs beyond the Seller's reasonable control, such as exchange rates, customs duties or extraordinary increases in raw material prices, after the Seller's order confirmation has been issued.

3.2 Payment. The Customer shall pay all invoices for products, spare parts or related services net cash on delivery, unless otherwise agreed in writing by the parties.

3.3 Interest. If the customer fails to pay an invoice for products, spare parts or related services on time for reasons for which the Seller is not responsible, the Seller shall be entitled to interest on the amount due at a rate of 2% per month from the due date until payment is made.

3.4 Retention of title. The Seller retains title to the goods sold until the entire purchase price, including all costs and interest, has been paid.

4 Offers, orders and order confirmations

4.1 Offers. The Seller's offers are valid for 30 days from the date of the offer, unless otherwise stated in the offer. Acceptance of offers received by the Seller after the expiry of the acceptance period is not binding on the Seller, unless the Seller notifies the customer otherwise.

4.2 Changes to orders. The customer may not change an order placed for products, spare parts or related services without the Seller's written acceptance.

4.3 Conflicting terms. If the Seller's confirmation of an order for products, spare parts or related services does not correspond to the customer's order or the Agreement, and the customer does not wish to accept the conflicting terms, the customer must notify the Seller in writing no later than 5 working days after receipt of the order confirmation. Failing this, the customer shall be bound by the order confirmation.

5 Delivery

5.1 Terms of delivery. Unless otherwise agreed in writing, all products and spare parts sold shall be delivered ex works (Incoterms 2020).

5.2 Delivery time. The Seller shall deliver all sold products, spare parts and related services at the time stated in the Seller's order confirmation. The Seller is entitled to deliver before the agreed delivery time, unless otherwise agreed by the parties. For delivery of shafts or guards, the delivery time applies from the time when it is possible to take measurements.

5.3 Inspection. The Customer must inspect all products, spare parts and related services upon delivery. If the customer discovers a defect or deficiency that the customer wishes to invoke, this must be reported immediately in writing to the Seller. If a defect or deficiency that the customer discovers or should have discovered is not reported immediately in writing to the Seller, it cannot be invoked at a later date.

5.4 Assembly. The buyer is responsible for ensuring that the working conditions and pit size are as agreed. The dimensions of the pit must correspond to the drawings sent by the seller. The seller offers one measurement before production. Additional measurements will be invoiced according to time spent. Unnecessary travel in connection with installation will be invoiced according to time spent. This will be a minimum of DKK 7,500 + VAT.

5.5 Set-up check. Set-up checks in connection with lifting tables that move people are not included in the price.

6 Delayed delivery

6.1 Notification. If the Seller expects a delay in the delivery of products, spare parts or related services, the Seller shall inform the customer thereof and at the same time state the reason for the delay and the new expected delivery time.

6.2 Cancellation. If the Seller fails to deliver products, spare parts or related services within 10 working days of the agreed delivery time for reasons for which the customer is not responsible, the customer may cancel the order or orders affected by the delay without notice by giving written notice to the Seller. The customer shall have no other rights in connection with delayed delivery. For delivery of shafts or guards, the delivery time applies from the time when it is possible to take measurements.

6.3 Force Majeure. All deliveries are subject to default due to strikes, fire, lockouts, war, mobilisation, requisitions, seizure, currency restrictions, riots and unrest, lack of transport, general shortage of goods, restrictions on energy or defects or delays in deliveries from a subcontractor/supplier due to force majeure.

7 Returned goods

7.1 Returned goods. JEMA LIFT A/S's goods are custom-made. They cannot be returned.

8 Warranty

8.1 Warranty. The seller guarantees that products, spare parts and related services are free from significant defects and deficiencies in design, materials and workmanship for 12 months after delivery. For parts replaced under warranty, the warranty period is 6 months from the date of replacement, but no more than 12 months from the original delivery date. For X-model lifting tables for intensive use, the warranty period is 4 months from the date of delivery. For L-model import tables, the warranty period is 4 months from the date of delivery. The warranty is conditional upon compliance with JEMA LIFT A/S' warranty terms and service requirements. A 4-month warranty is provided on repairs.

8.2 Exceptions. The seller's warranty does not cover wear parts and defects or deficiencies caused by: (i) normal wear and tear, (ii) storage, installation, use or maintenance contrary to the Seller's instructions or normal practice, (iii) repair or modification carried out by anyone other than the Seller, and (iv) other circumstances for which the Seller is not responsible.

8.3 Notification. If the customer discovers a defect or deficiency during the warranty period that the customer wishes to invoke, this must be reported immediately in writing to the Seller. If a defect or deficiency that the customer discovers or should have discovered is not reported immediately in writing to the Seller, it cannot be invoked at a later date. The customer must provide the Seller with the information about a reported defect or deficiency requested by the Seller.

8.4 Investigation. Within a reasonable time after the Seller has received notification from the customer of a defect or deficiency and investigated the claim, the Seller shall notify the customer whether the defect or deficiency is covered by the warranty. The Customer must, upon request, send defective parts to the Seller. The Customer shall bear the costs and risk of parts during transport to the Seller. The Seller shall bear the costs and risk of parts during transport to the Customer if the defect or deficiency is covered by the warranty.

8.5 Remedy. Within a reasonable time after the Seller has notified the Customer in accordance with clause 8.4 that a defect or deficiency is covered by the warranty, the Seller shall remedy the defect or deficiency by: (i) replacing or repairing defective parts. (ii) sending parts to the customer for replacement or repair by the customer. Any expenses incurred by the Customer for removing or installing new or repaired parts shall not be borne by the Seller. (iii) repair at the Buyer's premises. JEMA LIFT A/S shall not bear any travel expenses, hotel accommodation or other travel costs in connection with the remedy.

8.6 Termination. Complaints about defects and/or incompatible goods do not entitle the Buyer to terminate the purchase agreement, claim a price reduction or claim damages.

9 Liability

9.1 Product liability. The Seller is liable for product liability with regard to delivered products and spare parts to the extent that such liability follows from mandatory legislation. The Customer shall indemnify the Seller to the extent that the Seller incurs product liability beyond this. The Seller is not liable for damage caused by the equipment:

a. To real property or movable property that occurs while the equipment is in the Customer's possession.

b. To products manufactured by the Customer or to products in which these are incorporated, or for damage to real property or movable property caused by these products.

The Seller and the Customer are mutually obliged to submit to the jurisdiction of the court or arbitration tribunal which hears claims for damages brought against one of them on the basis of damage allegedly caused by the Seller's products.

9.2 Limitation of liability. Notwithstanding any conflicting terms in the Terms and Conditions, the Seller's liability to the Customer shall not exceed DKK 10,000,000 per calendar year. The limitation of liability shall not apply if the Seller has acted intentionally or with gross negligence.

9.3 Indirect loss. Notwithstanding any conflicting terms in the Terms and Conditions, the Seller shall not be liable to the Customer for indirect loss, including loss of production, sales, profits, time or goodwill, unless caused by intent or gross negligence.

9.4 Force majeure. Notwithstanding any conflicting terms in the Terms and Conditions, the Seller shall not be liable to the customer for failure to perform its obligations due to force majeure. The exemption from liability shall apply for as long as the force majeure continues. Force majeure is considered to be circumstances beyond the Seller's control and which the Seller could not have foreseen at the time of conclusion of the agreement. Examples of force majeure are unusual natural conditions, war, terrorism, fire, flooding, vandalism and labour disputes.

10 Intellectual property rights

10.1 Ownership. The full ownership of all intellectual property rights relating to products, spare parts and related services, including patents, designs, trademarks and copyrights, belongs to the Seller.

11 Confidentiality

11.1 Disclosure and use. The Customer may not disclose or use or enable others to use the Seller's trade secrets or other information of any kind that is not publicly available.

 

11.2 Protection. The Customer may not improperly obtain or attempt to obtain knowledge of or access to the Seller's confidential information as described in clause 11.1. The Customer shall handle and store the information in a secure manner to prevent it from inadvertently coming to the knowledge of others.

 

11.3 Duration. The Customer's obligations under sections 11.1-11.2 shall apply during the parties' business relationship and without time limitation after the termination of the business relationship, regardless of the reason for termination.

12 Processing of personal data

12.1 Processing. The Seller shall process personal data in accordance with the Data Protection Regulation and the Data Protection Act. Information about the Customer's name, email address, telephone number, etc. shall only be used in connection with the Customer's order and communication with the Customer.

12.2 The rights of the data subject. The Seller complies with the rights of the data subjects (including the right of access, rectification, erasure, restriction of processing, objection, data portability, complaint and the right not to be subject to a decision based solely on automated processing, including profiling).

12.3 Storage and disclosure. The Seller shall store the information for as long as necessary for the purpose for which the information is processed. The Seller shall not disclose, sell or otherwise transfer information to third parties unless the Customer has given its consent.

12.4 Contact. If the Customer wishes to obtain information about which data is being processed, or to have data deleted or corrected, the Customer may contact the administration by email at jema@jema.as.

13 Applicable law and jurisdiction

13.1 Applicable law. The parties' trade is in all respects subject to Danish law.

13.2 Jurisdiction. Any dispute arising in connection with the parties' trade shall be settled by a Danish court.

Sahl, 08.07.2025