Standard terms and conditions
Standard terms and conditions for trade with Blue Line A/S (CVR 26990181), Langdyssen5, 8200 Aarhus, Denmark concerning delivery of hardware, etc.
Current conditions for the delivery of hardware, etc. apply until changed by Blue Line A/S. We assume no responsibility for printing or other errors.
These terms and conditions apply while there has been no other written agreement made between Blue Line and the buyer. These terms and conditions will also apply to other agreements, e.g. rental, leasing and service agreements, between the same parties, even if purchase has not taken place.
Blue Line’s distribution net and delivery agreements can result in the buyer being sent products from a non–Blue Line–owned address/location with a delivery note from this sender. Even if the delivery note contains terms and conditions of sales and delivery that differ from the current terms and conditions, the current conditions still apply to the relationship between Blue Line and the buyer.
The buyer’s own delivery and purchasing terms and conditions do not imply any obligations for Blue Line, unless Blue Line has accepted them in writing. In placing the order, the buyer declares him or herself to be the owner of a business.
1. Offer, acceptance and order confirmation
1.1 If a written offer is sent, it is only binding for Blue Line if it is accepted within 30 days of the date of Blue Line making the offer or within the shortest acceptance deadline (which must be indicated).
1.2 Should Blue Line’s order confirmation differ from the buyer’s order in regard to additions, reductions or conditions, and should the buyer be unwilling to accept these changes, the buyer must report this to Blue Line within 8 days of receipt. If this does not happen, Blue Lines’ order confirmation applies.
2. Conditions concerning products not in stock
2.1 Unless otherwise indicated, Blue Line is not responsible for the procurement of any products included in an offer but not in stock, nor for changes in the proviso for the import or export of products. In either of these cases, Blue Line is entitled to withdraw the offer given or cancel an entered agreement, without this entitling the recipient of the offer to make demands of any kind.
3. Catalogues, descriptions, etc.
3.1 Any information – irrespective of whether it originates from Blue Line or one of its business affiliates – concerning weight, dimensions, capacity or technical data in any catalogue, description, prospectus, advertisement, etc. is to be considered informative, and is only binding to the extent that it is referred to in the offer and/or order confirmation.
3.2 For products that by their very nature require special documentation with regard to installation, connection, operation and/or maintenance, the buyer is obliged to observe and follow this documentation. Blue Line reserves the right to indicate that such documentation should be treated as confidential.
3.3 Specific requirements from the buyer are only binding after written confirmation from Blue Line.
4. Terms of ownership
4.1 Blue Line reserves the ownership rights to the products sold until payment of all invoices relating to delivery has taken place.
5. The buyer’s cancellation of an order
5.1 The buyer only has the right to cancel an order or postpone the delivery time of an order after prior written agreement from Blue Line.
6.1 The prices given are inclusive of packaging and excise duty, but exclusive of VAT, shipping costs, processing charges and any other possible expenses.
6.2 Unless otherwise agreed, the buyer pays the shipping costs to the delivery address, as well as processing charges.
6.3 Blue Line is entitled to change the prices on the day of delivery in accordance with changes in conditions that lie outside of Blue Line’s control and influence.
6.4 Should Blue Line’s costs increase as a consequence of the buyer’s conduct, Blue Line can demand reimbursement for this.
7.1 Blue Line’s standard terms are net cash delivery.
7.2 So long as the buyer subjects themselves to a credit check, and provided the results of this are satisfactory, it can be agreed instead that payment be made net 8 days from the invoice date.
7.3 Should the buyer not make payment on time, interest is charged from the invoice date. Interest is charged in accordance with the Danish Interest Act. As an addendum to this, Blue Line can demand late payment charges, debt collection charges and other expenses attached to the recovery of the purchase sum. The buyer’s duty to pay on time applies even if the buyer complains about a defect or omission to the order. Alternatively, the buyer can deposit the purchase sum should they draw attention to a defect or omission. The buyer is under all circumstances obliged to pay on time for that part of the delivery that has not suffered a defect or omission.
7.4 Agreed discounts can only be given if payment is made on time.
7.5 The buyer and their associated companies are not entitled to deduct demands from Blue Line’s note receivable. Blue Line can make demands for an effective payment.
8. Transfer of risk
8.1 The risk is transferred to the buyer on delivery of the goods. Delivery takes place from Blue Line’s warehouse, unless Blue Line undertakes delivery itself. Should delivery be made by a different haulage contractor, delivery occurs at the own risk of said haulage contractor or forwarding agent, irrespective of whether they simply forward the transportation or carry it out themselves.
8.2 Blue Line offers a general insurance on deliveries, which is invoiced to the buyer on all deliveries. This insurance covers instances where the goods are destroyed or disappear during transport. The buyer can waive this insurance in writing, in which case they bear all risk during transport.
9. Delivery times and delays
9.1 Any indication of delivery time is given as an approximation only.
9.2 Blue Line is furthermore entitled to delay the approximate delivery time, should this postponement be necessary due to conditions out of Blue Line’s control; see for example section 10 on force majeure.
9.3 With regard to point 9.2 – and in the condition of a delay in delivery, if it has been more than 30 days since the specified delivery date – the buyer is entitled to withdraw the purchase in writing, but delayed delivery does not entitle the buyer to compensation for either direct or indirect loss, regardless of the cause, including negligence.
10. Force Majeure
10.1 Blue Line is entitled to cancel orders made by the buyer or postpone their delivery and is otherwise not responsible for any missing or delayed deliveries which can be blamed in part or completely on circumstances over which Blue Line has no control, such as uprising, civil disturbance, war, fire, official legislation, strike, lockout, slow-down, loss of transport means, scarcity of goods, illness or delay or omission from the sub supplier, accident in production or testing, natural disaster or power outage. At the same time, the buyer’s obligations are suspended or repealed in such circumstances. In the case of cancellation or delay in the order, the buyer can neither demand compensation nor place other demands upon Blue Line.
11.1 Returned goods will only be accepted if already agreed in writing. Returned articles should be returned complete in unbroken and undamaged, original packaging and with any accessories, indicating the original invoice number and date as well as authorisation number for returned deliveries (RMAno.). Blue Line reserves the right to deduct 15% of the invoice value or the total deterioration in value, should this be greater than 15% of the goods’ original purchase price, for return costs.
12.1 Blue Line is entitled and obliged to exchange or repair factory-defective parts for a minimum period of one year from shipment provided that:
1. The buyer’s complaint is made within this period.
2. Any goods with missing parts are returned by the buyer to Blue Line.
3. Blue Line, after conducting its own review, accepts that the omission in question is a result of defective materials or manufacture, and is not a result of incorrect handling or storage, negligence, accidents, installation, repair or changes made by the buyer.
12.2 Regardless of that indicated in point 12.1, Blue Line is entitled to provide a full replacement of the product or return the purchase sum should Blue Line determine that replacing or repairing the relevant parts or repair would result in unnecessary costs.
12.3 Apart from the conditions covered in point 12.1, Blue Line is not responsible for omissions to the delivered item(s), regardless of the cause, including simple negligence. It is remarked separately that point 12.1 does not cover software, and that Blue Line cannot be held responsible for defects concerning delivered software.
12.4 Warranty repairs are made upon posting of the product to Blue Line. Posting items to Blue Line is done at the customer’s own cost and risk. Blue Line recommends that the product be posted in its original packaging. Blue Line will pay the return delivery costs of the repaired product to addresses in Denmark.
12.5 The warranty covers the original hardware configuration as specified in the invoice. Defects that may arise as a result of the buyer’s or any third party’s intervention are not covered by the warranty.
12.6 Warranty repairs cover repair or replacement of defective components. The repairs do not cover restoring software, loading back-up copies, etc.
12.7 It is the buyer’s own responsibility to make and retain back-up copies of data as well as software.
12.8 Troubleshooting that does not reveal errors in any of Blue Line’s delivered products is charged according to time spent.
12.9 The original invoice is the valid proof of warranty.
12.10 In cases where Blue Line does not carry out redelivery or repair and where Blue Line is obliged instead to provide compensation, compensation is limited to an amount corresponding to the costs of fixing the error or omission of the delivered item, and can at maximum constitute the agreed purchase sum for the unit in question.
12.11 In regard to products sold with a user manual, the buyer should also refer to separate obligations concerning replacement/repair.
12.12 Blue Line cannot guarantee that the delivered products will work flawlessly or without shutdowns, or that any potential software errors will be corrected.
13.1 The product is delivered solely with the warranties made by the manufacturer or supplier to Blue Line. The buyer therefore cannot invoke any warranty toward Blue Line that the buyer would not have invoked toward the manufacturer or suppler if the product had been supplied directly by them. Should the manufacturer or supplier place special formal requirements in connection with customer complaints, etc., these demands should be observed by the buyer.
13.2 The buyer is obliged to check the product immediately upon receipt. Complaints should be made in writing immediately after receipt or, if in regard to a less noticeable defect, immediately after this has been or should have been detected.
13.3 If the buyer has not reported to Blue Line within 12 months of the delivery of the item that he would like to issue a complaint about an omission or defect, he cannot make a complaint, unless Blue Line has undertaken to guarantee the item for a longer period.
14 Product responsibility
14.1 Blue Line is only responsible for damages inflicted upon the delivered products if it can be documented that the damage that has occurred can be blamed on a defect or oversight of Blue Line’s domain.
14.2 Blue Line is not responsible for operational loss, loss of working hours or any other form of indirect loss.
15 Responsibility and compensation
15.1 The following general terms for responsibility and compensation apply to all paragraphs in the current standard terms and conditions.
15.2 Under no circumstances, referring either directly or indirectly to the delivered item(s), its use or Blue Line’s other services, shall Blue Line be responsible for indirect loss or consequences, such as operational loss, wasted costs, harm to person or property or other consequences, including loss or distortion of data. Blue Line thus never assumes liability for operational loss, loss of profits or other indirect loss.
15.3 Under no circumstances shall Blue Line be responsible for damage incurred as a result of unfulfilled obligations on the part of the buyer. Nor is the buyer responsible for any indirect damage or consequences, including operational loss, missing cost reductions or any demands made by a third party against the buyer, even if Blue Line has been made aware of such damages, operational loss or demands.
15.4 In so far as Blue Line is obliged to offer compensation according to Danish law, compensation is limited to an amount equivalent to the costs of rectifying the omission in the delivered item, and this can at maximum constitute the agreed purchase sum for the unit in question.
15.5 The limit on compensation amounts mentioned above shall apply, regardless of the reasons for the compensation demands or how they have been formulated, and apply also to any demands based upon carelessness or negligence.
16 Buyer’s financial situation
16.1 Should Blue Line not consider the buyer’s financial situation to be satisfactory, or should the buyer not abide by the payment terms in regard to previous deliveries, Blue Line is entitled to cancel any orders not already shipped unless the buyer – immediately after having being written to and made aware of this – pays for all previously delivered goods and makes advance payment of any orders not yet shipped.
16.2 Should the buyer’s financial situation be deemed to include anticipated violation, Blue Line can demand remuneration in accordance with the general laws of Denmark.
16.3 Should the buyer be forced into receivership, enter negotiations on reducing debt or declare bankruptcy or similar, Blue Line is entitled to repeal the agreement or suspend future deliveries without the buyer being entitled to make any demands toward Blue Line. If Blue Line has any unpaid credit notes, these must immediately be paid.
17. Partial invalidity
17.1 Should one of more of the stipulations in the standard terms and conditions be deemed invalid, illegal or unworkable, it does not influence or affect any of the other stipulations’ validity, legality or workability.
18. Elapse of demands
18.1 No demands, regardless of type or foundation, which arise in connection with the delivery based upon the current standard terms and conditions can be made by any of the parties more than 12 months after the reason for the demand having arisen or – in the event of missed payment – more than 3 months after the date of the last payment.
19. Copyright and property rights
19.1 Blue Line assumes liability towards the buyer for the unit not being in violation of a third party patent or copyright.
19.2 The buyer does not acquire any copyright of any products either partially or wholly developed by Blue Line.
19.3 The buyer does not acquire any property rights to any software, source code, documentation or similar.
20.1 The parties and their staff must observe unconditional nondisclosure of information concerning the circumstances of co-signers and others in possession of information in connection with the deliveries, services, development, etc. discussed in this contract.
21.1 According to the current standard terms and conditions, court cases will be decided at the District Court in Aarhus or the High Court of Western Denmark, if the case in question is within the domain of the High Court of Western Denmark.