Terms of Sale and Delivery

1. APPLICATION OF THE TERMS AND CONDITIONS OF SALE AND DELIVERY

These Terms and Conditions of Sale and Delivery shall apply, unless otherwise expressly agreed in writing, to all quotations, offers, and agreements entered into between Gade Engineering & Special Parts (GESP) and its customer.

GESP supplies custom-manufactured and individually adapted products and services.

These Terms and Conditions apply to all products, items, and services supplied, including refurbished and/or specially adapted products, as well as the supply of items intended for incorporation into another product. The Terms and Conditions apply whether delivery is made to business customers, private individuals, or customers outside Denmark, and irrespective of whether the sale relates to, or work is performed on, property belonging to the customer or the customer’s customer (third party).

These Terms and Conditions of Sale and Delivery further apply to any advice or guidance provided by GESP in connection with the sale, supply, adaptation, refurbishment, or performance of work on products, items, spare parts, special components, and related services.

2. CONTRACTUAL BASIS

Written quotations issued by GESP shall be valid for three (3) weeks from the date of issue, unless otherwise expressly stated. Oral quotations must be accepted immediately when made.

The quoted price includes material costs applicable at the time the quotation is issued. GESP reserves the right to adjust the quoted price to reflect any changes in material prices up until acceptance of the quotation.

All prices are stated in Danish kroner (DKK) and are exclusive of freight, packaging, and any applicable surcharges.

Where a customer’s order includes services to be performed on the customer’s own product, the customer shall send the product to GESP at the customer’s own cost and risk.

3. PAYMENT TERMS

Invoices shall be issued when the customer is notified that the product is ready for collection. Payment shall be due within eight (8) days from the invoice date.

In the event of late payment, GESP shall be entitled to charge statutory interest at a rate of 2% per commenced month, together with reminder fees, compensation charges, and any other amounts permitted under applicable legislation.

The party placing the order shall remain liable for payment. Where the customer nominates a third party as payer, the invoice shall be issued to that party. If payment is not made by the due date, reminder notices including interest and fees may also be sent to the ordering party, who shall be obliged to ensure immediate settlement of the outstanding amount.

GESP reserves the right at any time to require a deposit or advance payment.

4. RETENTION OF TITLE

Title to the goods shall remain with GESP until full payment of the purchase price, including any interest and charges, has been received.

5. DELIVERY

Delivery shall be deemed to have taken place when GESP notifies the customer that the goods are ready for collection.

Delivery shall be made EXW (Ex Works) in accordance with Incoterms® 2020, Tagtækkervej 1, 8800 Viborg, Denmark.

Where the customer requests shipment of the goods, GESP shall arrange transport on the customer’s behalf. All shipments shall be made at the customer’s cost and risk. Insurance shall always be arranged for shipments with a value exceeding DKK 5,000, and the cost of such insurance shall be borne by the customer.

As all goods are custom-manufactured in accordance with the customer’s specifications, no right of withdrawal, cancellation, or return shall apply.

Failure by the customer to collect the goods shall not affect the transfer of risk, which shall pass to the customer upon delivery. The customer shall remain liable for payment in full and on time.

6. COMPLAINTS AND RIGHT TO REMEDY

The customer shall inspect the goods upon receipt and shall notify GESP in writing without undue delay if any defects are identified, specifying the nature and extent of the defect.

Where the goods have been put into use, the right to make a complaint shall lapse, as the goods shall be deemed to have been accepted by the customer. Incorporation of the goods into another product shall also constitute use and acceptance.

The right to complain shall not apply where the goods are used in a manner for which they are not designed or intended, or where the goods are overloaded or used contrary to normal practice. This includes use contrary to product specifications, GESP’s instructions or recommendations, as well as defects caused by incorrect or unsuitable installation, misuse, overloading, insufficient maintenance (including lubrication and cleaning), fair wear and tear, or similar circumstances. No right to remedy shall apply where modifications or interventions have been carried out without GESP’s prior knowledge or consent.

The right to complain does not cover incorrect installation or improper use of the goods or services. The same limitations shall apply to any damage caused to third-party property.

Where a defect is established, GESP shall, at its discretion, be entitled to repair or replace the goods. The customer shall have no claim against GESP in respect of any delay arising from such repair or replacement.
GESP shall not be liable for any losses arising from defects, including loss of production, loss of time, loss of profit, consequential losses, loss of goodwill, or any other indirect or economic loss.
GESP shall not be liable for defects arising after delivery.

In the event of a complaint or remedial work, the customer shall deliver the goods to GESP’s premises at the customer’s own cost and risk.

7. WARRANTY AND LIMITATION OF LIABILITY

No warranty is provided for any products or services supplied, including but not limited to custom-manufactured parts, replica parts, tuning parts, prototypes, or services such as valve seat installation, pressure testing, potential fractures of ground/polished crankshafts, or surfacing operations. Parts damaged due to overloading, motorsport use, incorrect installation, or installation in engines with increased performance beyond the manufacturer’s original specifications are not covered.

GESP shall not be liable for any loss of production, loss of time, loss of profit, contractual penalties, consequential losses, loss of earnings, loss of goodwill, or any other form of indirect or economic loss which the customer may suffer as a result of the use of the supplied products or services.

GESP’s total liability for any claim arising out of a delivery – irrespective of whether such claim is based on contract, tort (including negligence), statute, indemnity, or otherwise – shall be limited to the purchase price of the supplied product or service.

Where production is carried out in accordance with drawings, measurements, or specifications provided by third parties, GESP shall assume no responsibility or liability in respect thereof.

Where GESP stores a customer’s item as part of processing or machining, GESP shall not be liable for loss or damage in the event of theft, vandalism, or accidental loss.

GESP shall not be liable for damage to the customer’s items resulting from normal use, wear and tear, ageing, or similar conditions occurring as part of ordinary processing or manufacturing in accordance with the parties’ agreement, unless such damage is caused by gross negligence on the part of GESP. This includes, by way of example, cylinder heads, engines, pistons, and similar components delivered to GESP for processing.

8. PRODUCT LIABILITY

GESP shall be subject to statutory product liability in accordance with applicable product liability legislation and the principles developed in case law. GESP shall not be liable for damage to products manufactured by the customer or to products into which the supplied product is incorporated. GESP shall not be liable for damage to real property or movable property occurring while the product is in the customer’s possession.

GESP’s total liability under this clause shall in no event exceed the purchase price of the supplied product.

GESP shall not be liable for loss of production, loss of time, loss of profit, contractual penalties, consequential losses, or any other form of indirect or economic loss.

9. FORCE MAJEURE

GESP shall not be liable for failure to perform or delay in performance of the agreement where such failure or delay is caused by events beyond GESP’s reasonable control, which GESP could not reasonably have foreseen or avoided. Such events include, but are not limited to, war, riots, terrorism, insurrection, strikes, lockouts, labour shortages, shortages of raw materials, governmental actions or interventions by public authorities, fire, natural disasters, pandemics, epidemics, health emergencies, travel restrictions, adverse weather conditions, currency restrictions, import or export restrictions, obstruction of road or sea transport, failure of energy or water supplies, prolonged illness of key personnel, computer viruses, cyberattacks, hacking, or any other cause beyond GESP’s control.

The exemption from liability shall apply for as long as the force majeure event persists. Upon invocation of force majeure, GESP shall notify the customer without undue delay and inform the customer of the expected delivery time.

10. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

Both parties undertake to observe confidentiality with regard to all information obtained in connection with the cooperation. The customer shall not disclose, use, or enable third parties to use GESP’s trade secrets, production methods, or other methods and/or products developed by GESP. This obligation shall apply without limitation in time.

Any drawings prepared by GESP are protected by copyright, remain the property of GESP, and may not be used by the customer. Designs and utility models likewise constitute GESP’s intellectual property rights.

11. GOVERNING LAW AND JURISDICTION

Any dispute arising out of or in connection with these Terms and Conditions shall be governed by and construed in accordance with Danish law.

Any dispute shall be subject to the exclusive jurisdiction of the Court of Viborg, Denmark.

Viborg, 16 December 2024
Gade Engineering & Special Parts
Michael Gade