Mikrolab - Frisenette A/S Jens Juuls Vej 20 8260 Viby J CVR-nummer: 83309210
1. Applicability
1.1. These terms and conditions of sale and delivery apply to all quotations, sales, and deliveries from Mikrolab - Frisenette A/S (hereinafter the “Seller”), unless otherwise agreed in writing. Any terms of purchase submitted by the Buyer shall not apply to the Seller unless they have been submitted in writing and signed by the Seller.
1.2. All orders are executed on the basis of these general terms and conditions of sale and delivery, as well as any written agreements. Changes made hereafter are only binding if agreed upon in writing. Orders are only binding for the Seller when the order has been confirmed in writing and provided that the Seller’s suppliers can deliver the necessary goods or components.
1.3 The Seller reserves the right to change the specifications of all products.
2. Quotations
All quotations are submitted subject to prior sale, cf. section 3. If the Seller submits a quotation without stating a specific acceptance deadline, the quotation will no longer be valid unless the acceptance is received by the Seller no later than 30 days from the date of the quotation.
3. Subject unsold
Until the Seller receives the Buyer’s acceptance, the Seller is entitled to enter into an agreement with a third party regarding the offered goods, which will render the quotation no longer valid. After receiving the acceptance, the Seller must notify the Buyer without undue delay that the quotation is no longer valid.
4. Price
All prices are in Danish kroner (DKK) and exclusive of VAT, or in Euro (EUR) when sold outside Denmark. The Buyer is obligated to accept price changes up until delivery as a result of documented increased costs for the Seller due to changes in exchange rates, customs duties, taxes, fees, etc., relating to the agreed delivery.
5. Payment
5.1. Payment must be made no later than the date indicated on the invoice as the final due date. If no such date is stated, payment must be made in cash upon delivery.
5.2. If delivery is postponed due to circumstances attributable to the Buyer (creditor’s delay), the Buyer is nevertheless obligated, unless otherwise notified in writing by the Seller, to make all payments to the Seller as if delivery had taken place at the agreed time.
5.3. If payment is made after the due date, the Buyer is obligated to pay default interest of 2% per commenced month on the overdue amount.
5.4. The Buyer is not entitled to offset any counterclaims against the Seller that have not been acknowledged in writing by the Seller, nor is the Buyer entitled to withhold any portion of the purchase price due to counterclaims of any kind.
6. Retention of title
6.1. The Seller reserves ownership of the sold goods, subject to mandatory legal rules, until the full purchase price plus incurred costs has been paid to the Seller or to the party to whom the Seller has transferred their rights, cf. section 15.
6.2. If the goods are sold with the intention of being incorporated or combined with other objects, the sold goods are no longer covered by the retention of title once the incorporation or combination has taken place.
6.3. In the event of conversion or processing of the sold goods, the retention of title continues and applies to the converted or processed item to the extent corresponding to the value represented by the original sold goods.
7. Delivery
7.1. Delivery is from the Seller’s address, regardless of whether the Seller, either by their own staff or by a third party under a separate agreement with the Buyer, transports the goods to the Buyer.
7.2. Delivery dates are not binding, even if stated on the order and confirmed by the Seller, as they depend on the stock levels and delivery capabilities of the Seller’s subcontractors. The Seller will strive to meet the stated delivery dates but assumes no responsibility for any delays. The Buyer is not entitled to claim damages if delivery is postponed.
7.3. If delivery is delayed due to circumstances described in section 11.3., the delivery time is extended by the duration of the hindrance; however, both parties are entitled to cancel the agreement without liability if the hindrance lasts for more than three (3) months. This provision applies regardless of whether the cause of the delay occurs before or after the agreed-upon delivery time has expired.
7.4. Stated delivery times are counted from the moment all necessary information for executing the order has been received.
7.5. Orders amounting to DKK 2,500 excl. VAT or more are delivered carriage paid within Denmark. For orders/shipments requiring cooling, freezing, or dry ice, the Buyer will be invoiced the actual costs. Orders below DKK 2,500 excl. VAT will incur an order handling fee, including shipping, of DKK 200 excl. VAT. In special cases, e.g. deliveries of equipment, extra freight may apply, which will be stated in advance. Shipments requiring cooling, freezing, import permits, etc., will also incur the actual related costs.
7.6. Export: A handling fee of EUR 20 will be charged for orders below EUR 100 excl. VAT. Shipping costs to export countries are settled at current rates.
7.7. Express deliveries are possible for a separate fee and only if the item is in stock.
7.8. A dangerous goods handling fee of DKK 250 excl. VAT is added for solvents, chemicals, and standards unless otherwise agreed. The amount will be stated on the order confirmation.
8. Product information
Drawings, specifications, etc., provided by the Seller before or after entering into the agreement remain the property of the Seller and may not be disclosed without written consent or otherwise misused.
9. Product changes
The Seller reserves the right to change agreed specifications without notice if this can be done without inconvenience to the Buyer.
10. Defects and complaints
10.1. Upon delivery, the Buyer must immediately carry out an inspection of the delivered goods as required by good business practice.
10.2. If the Buyer wishes to make a claim for a defect, the Buyer must notify the Seller in writing immediately after the defect is or should have been discovered and specify the nature of the defect. If the Buyer fails to notify as described, a claim for the defect cannot be made later.
10.3. At the Seller’s discretion, defects with the delivered goods will be remedied or the goods will be replaced.
10.4. If a remedy or replacement does not occur within a reasonable time, the Buyer is entitled, subject to Danish law and these terms, to cancel the agreement, demand a price reduction, or claim damages.
10.5. If the Buyer has not made a claim for the defect within six (6) months of the delivery date, the claim cannot be made later. For parts replaced or repaired pursuant to section 10.3., the Seller assumes the same obligations for a period of six (6) months, but the Seller’s liability for defects shall in no case extend beyond one (1) year from the original delivery date.
10.6. Any alteration or interference with the sold goods without the Seller’s written consent releases the Seller from all obligations.
11. Limitation of liability
11.1. A claim for damages against the Seller cannot exceed the invoice amount for the sold item.
11.2. The Seller is not liable for loss of profits, operating losses, or other indirect losses arising from the agreement, including indirect losses resulting from delays or defects in the delivered goods.
11.3. The following circumstances result in an exemption from liability for the Seller if they prevent fulfillment of the agreement or make fulfilment unreasonably burdensome: labour disputes, and any other circumstances beyond the parties’ control, such as fire, war, mobilisation or unforeseen military call-ups of similar extent, requisition, seizure, currency restrictions, riots and disturbances, political conditions, pandemics, lack of transportation, general shortage of goods, restrictions on power supply, and defects or delays in deliveries from subcontractors caused by such circumstances. Circumstances that occurred prior to the quotation or agreement are only exempt from liability if their impact on fulfilment could not be foreseen at that time.
11.4. The Seller must notify the Buyer in writing without undue delay if circumstances as mentioned in section 12.3. occur.
12. Returns
12.1. Goods are only accepted for return after prior written agreement.
12.2. Returns of correctly delivered goods are only accepted after prior agreement and only if returned prepaid, and will incur a 25% credit fee. Incorrectly delivered goods may be returned after prior agreement and at the Seller’s expense. This does not apply to special order items/non-stock items or custom-made products. Complaints must be submitted within eight (8) days after delivery.
12.3. In cases where the Buyer is entitled to cancel the purchase, or where goods are returned to the Seller for replacement or defect correction, the goods must be sent to the Seller in original packaging and at the Buyer’s expense and risk. If the Seller incurs shipping costs, the Seller is entitled to request reimbursement and offset against any claim by the Buyer. After the repair or replacement is completed, the Buyer must collect the repaired or replaced item at their own expense and risk.
13. Product liability
Product liability is governed by the applicable Danish law at any given time. To the extent permissible by mandatory legal provisions, the Seller is not liable for loss of profits, operating losses, or other indirect losses.
14. Transfer of rights and obligations
The Seller is entitled to transfer all rights and obligations under the agreement to a third party.
15. Disputes
Any disagreement between the parties shall be settled by the courts in accordance with Danish law.