CS TECHCOM APS
General Terms and Conditions of Sale and Delivery 02.2022

1. General provisions
1. Unless otherwise agreed in writing, these Terms and Conditions of Sale and Delivery (the “Terms and Conditions”) apply to all CS TECHCOM ApS’ (“CST”) quotations, sales and deliveries to customers.

2. The Terms and Conditions are deemed accepted upon acceptance of the quotation. Special purchase conditions or specific requirements for the purchased goods on the part of the customer stated, for example, in the customer’s general purchase conditions, are not binding on CST unless CST has expressly accepted such conditions in writing.

3. Together with CST’s quotations and order confirmations, the Terms and Conditions constitute the entire contractual basis for CST’s quotations, sales and deliveries of products, calculations and other services to customers (the “Contractual Basis”). Customer’s purchase conditions, or other terms printed on orders or otherwise communicated to CST, do not form part of the Contractual Basis.

4. Amendments and appendices to the Contractual Basis shall be effective only if agreed by the parties in writing.

2. Sales material, price lists, etc.
Information and data contained in CST’s general sales material, including drawings, descriptions, technical documents, calculations, price lists and the like, shall in no way be construed as containing warranties, either direct or indirect, and shall be binding only to the extent that a written agreement refers to such information and data. All information given on the technical specifications, dimensions, capacities, prices and other data of the products is binding only to the extent that it is expressly stated in the order confirmation.

3. Prices
3.1. As stated in the invoice, all prices are quoted in Danish kroner (DKK), excluding VAT, and the price does not include freight, transport, delivery, installation, or insurance costs unless this is expressly stated in the invoice.

3.2. It is the customer’s responsibility to report and pay all applicable taxes.

3.3. If it is agreed that the transaction will take place in a currency other than Danish kroner (DKK), CST reserves the right to make price changes due to a change in exchange rates from the time of making the quotation until payment.

3.4. CST reserves the right to change prices with 1 months’ notice due to cost increases for all ordered but not delivered products.

4. Payment terms
4.1. The payment terms are specified in the invoice. It is the customer’s responsibility to pay their own bank charges and transfer fees.

4.2. All payments are due within 14 days unless other payment terms are specified in the invoice or order confirmation.

4.3. If payment on delivery has been agreed, payment must be made on the agreed delivery date, even if delivery is postponed due to the customer’s circumstances.

4.4. After the due date, monthly interest of 2.5% shall be added to the amount due per month, plus compound interest.

4.5. The customer shall not be entitled to set-off any amount against the purchase price unless CST has approved such a set-off in writing. Furthermore, the customer does not have the right to refuse payment due to delay, complaint, or counterclaim regarding the specific delivery unless CST has accepted this in writing.

4.6.If the customer fails to pay a due invoice for products and related services within 14 days after receiving a written demand for payment from CST, CST shall furthermore be entitled to:
a) Suspend the sale of the products and/or related services to which the delay relates,

b) Cancel the sale of products and/or related services not yet delivered to the customer or require prepayment thereof,

c) Suspend future deliveries to the customer until the customer has made full payment of all outstanding amounts and/or

d) Assert other remedies for breach of contract.

4.7. If, in CST’s opinion, the customer’s ability to pay is (likely to be) significantly reduced after submitting the quotation by CST, CST is entitled to require security or a deposit of the purchase price as a condition for the execution of the order.

5. Products, advice and related services
5.1. CST advises the customer to the best of its knowledge at the time of the advice given and disclaims any liability that subsequent experience may lead to other solutions. The advice is given based on the information provided by the customer.

5.2. The customer is responsible for ensuring that the service ordered is suitable to meet the customer’s needs. If the customer has not specified a standard or specified the conditions to be met by the product, including providing necessary static calculations, CST will deliver a product of usual good quality in terms of materials and workmanship in accordance with CST’s standards. CST’s products include only what is specified in the order confirmation.

5.3. Material from the customer, such as specifications, descriptions, drawings, illustrations, etc., shall be considered part of the Contractual Basis if this has been agreed in writing.

5.4. Product characteristics, such as weight, dimension, volume, decoration, colour variation, etc., may vary within a specific tolerance range. The product is considered to be contractually delivered if its values are within the quality tolerance limits customary in the industry or if it corresponds to the specific quality specifications agreed in each case.

6. Quotations, orders and order confirmations
6.1. CST’s quotation is valid for 30 days from the date of the quotation unless otherwise stated in the quotation. 

6.2. CST aims to send confirmation or rejection of an order for products, advice

and related services to the customer in writing within 3 working days of receipt of the order. A final agreement is only be entered into, and CST is only bound once the customer has received a written order confirmation from CST, and only the content of this is binding on CST. 


6.3. The customer may not change an order placed for products and related services without CST’s written consent, and all requests for changes must be in writing.


If CST’s confirmation of an order for products and related services does not match the customer’s order or the Contractual Basis and the customer does not wish to accept the conflicting terms, the customer must notify CST in writing within 2 working days after receipt of the order confirmation. Otherwise, the customer is bound by the order confirmation.

7. Retention of ownership.

7.1 CST retains ownership of the goods in all respects until the purchase price, including interest and other costs, has been paid. Before the purchase price, including interest and other costs, has been paid, the customer is not entitled to sell, pledge as security, hold in trust or otherwise use the delivered goods. During the same period, the customer shall also be obliged to keep the delivered goods insured against damage as a result of theft, vandalism, fire, water and the like for an amount which at all times covers the market value of the delivered goods. However, at least for an amount corresponding to CST’s existing receivables from the customer due to the delivered goods.

8. Delivery

8.1. If nothing has been agreed, delivery shall be “ex-works” (EXW) CST’s factory in Hedensted, Denmark (Incoterms 2020), and the risk shall pass to the customer upon delivery, as this term is defined in Incoterms 2020.

8.2. CST shall deliver all sold products and related services at the time specified in CST’s order confirmation. CST has the right to deliver before the agreed delivery time unless the parties have agreed otherwise in writing. If products that are to be delivered at a particular time according to an agreement or a contract are not purchased by the customer in time, CST may, at its own discretion, have the goods sold at the customer’s expense after advising the customer or store the goods at the customer’s expense and risk. This does not exempt the customer from paying the agreed purchase price at the due date.


8.3. The customer is obliged to inspect all products, deliveries and related services immediately upon delivery to ensure that the delivery is free of defects and in accordance with the contract. If the customer discovers a defect or fault that the customer wishes to complain about, the customer must immediately and within 5 days make a written and reasoned complaint to CST. If a defect or fault that the customer discovers or should have discovered is not immediately notified in writing to CST, any right to remedy the breach of contract shall be forfeited.

9. Delay
9.1. If CST expects a delay in the delivery of products or related services, CST will inform the customer thereof and at the same time give the reason for the delay and the new expected delivery time.

9.2. CST is solely responsible for delays caused by circumstances at CST.

9.3. If the delay is due to force majeure, see point 14, a delay from subcontractors, delayed deliveries, delay in manufacture, non-payment of the purchase price or instalments thereof or other obstacles for which the customer is responsible, the delivery date shall be postponed by as many days as is deemed reasonable taking into account all the circumstances.

9.4. In the event of a delay, the buyer is not entitled to invoke remedy for breach of contract. Therefore, the buyer is not entitled to cancel the purchase, claim compensation, or a proportional reduction in the purchase price.

9.5. CST shall not be liable to the customer or any third party for any indirect loss, including operating loss, loss of profits, or any other financial loss resulting from a delay.

10. Use and modification of the delivered products

10.1. There are no defects in the products if the customer has not used them properly and responsibly or for other use contrary to the instructions given by CST.

10.2. CST shall not be liable for the customer’s use of the delivered goods unless the intended use has been notified to CST in advance in writing.

10.3. If the customer has modified the products after delivery without CST’s written consent, including another surface treatment of the products, CST shall not be liable for defects regardless of the cause.

11. Liability for defects
11.1. Only documented design, manufacturing and material defects in the delivered goods and incorrectly performed work are considered defects.  

11.2. CST has the right to remedy any defect in the delivery. In case of defects, the customer must immediately complain in writing. If the complaint is late, the customer loses its right to remedial action. CST’s liability only covers defects that become apparent within 1 year of delivery.

11.3. CST’s liability does not cover defects caused by the material provided by the customer, instructions or constructions prescribed or specified by the customer, or which are due to incorrect operation, inadequate maintenance, normal wear and tear, or incorrect installation or repair by the customer, or in the event of force majeure.

11.4. The customer shall have no remedies other than the right to have the defect remedied within a reasonable time, including repair, replacement or subsequent delivery.

11.5. If, in CST’s opinion, remedy is not possible, CST reserves the right to grant a proportionate reduction in the purchase price or recall defective products for a proportional refund of the purchase price pending a full and final decision on the customer’s claim.

11.6. If a defect is caused by or arises in parts supplied by CST’s subcontractors or work carried out by its subcontractors, CST shall not be liable beyond the extent that it is possible to enforce and satisfy the claim against those concerned.

12. Limitation of liability
12.1. Each party shall be liable for its own acts and omissions under applicable law, subject to the limitations outlined in the Contractual Basis.

12.2. CST shall not be liable to the customer for any indirect loss, including loss of production, loss of profit or other financial loss resulting from defects in the products delivered. Costs associated with the recall of products are considered indirect costs. The customer cannot claim compensation for the costs incurred in dismantling and reassembling the objects or installations into which the product may have been incorporated.

12.3. CST’s liability is further limited to defects in CST’s own products, but not for defects that may arise in connection with CST’s deliveries being added to or incorporated into the products of others.

12.4. Calculations are a service only for which CST assumes no responsibility, including but not limited to the accuracy, usefulness and suitability of any calculations made and the contexts in which the calculations are used. The calculations may not be used for any purpose other than that for which they were provided, and CST has no responsibility for calculations of items added into or to the products of others.

12.5. Regardless of the above, CST’s liability to the customer for damages and compensation shall not exceed the purchase price ex freight, etc., of the delivered goods/defective product(s) in question.

13. Product liability

13.1. CST is liable for product liability only to the extent that such liability follows from mandatory provisions of the Danish Product Liability Act.

13.2. Furthermore, CST is only liable for personal injury if it is proven that such an injury resulted from CST’s negligence or misconduct, or a third party for whom CST is liable.

13.3. If a product liability claim is made against CST regarding a third party, the customer shall indemnify and exempt CST regardless of the basis of liability.

13.4. The customer is obliged to accept the same jurisdiction and choice of law as CST in the event of product liability claims.

13.5. If a third party makes a product liability claim against one of the parties, that party shall, without further delay, notify the other party.

14. Force majeure

14.1. Regardless of that above, CST shall not be liable for any delay or default, in whole or in part, resulting from any event of force majeure, including war, civil disturbance, strike, lockout, blockade, export prohibition, seizure, currency restrictions, pandemic, shortage of resources, fire, vandalism, theft, or similar circumstances beyond CST’s control, the consequences of which CST has been unable to prevent.

15. Intellectual property rights

15.1. All intellectual property rights on the products and related services, including patents, designs, trademarks, copyrights and know-how, belong to CST.

15.2. All drawings, models, technical documents and the like relating to the delivery, which CST hands over to the customer, remain the property of CST. Without written permission from CST, such information and documents may only be used in connection with the customer’s use or resale of the goods. Accordingly, the customer shall not copy, reproduce, transfer or otherwise communicate such information and documents to third parties. All such information and documents shall be returned to CST if requested by CST.

15.3. Any infringement of point 15.1 shall be subject to a fine of DKK 250,000.00.

16. Confidentiality
16.1. The customer shall not disclose or use or enable others to use CST’s trade secrets or other information of any kind not in the public domain.

16.2. The customer shall not acquire or attempt to acquire knowledge or control of CST’s confidential information. The customer must handle and store the information appropriately to prevent it from accidentally coming to the knowledge of others.

16.3. The customer’s obligations shall continue to apply during the course of the parties’ commerce and for an unlimited period after the end of the commerce, irrespective of the reason for termination.

17. Transfer of rights

17.1 CST is entitled to assign its rights to third parties for possession or security, and CST is obliged to notify the customer of such a transfer.

18. Export control

18.1. The customer is aware that certain products and technologies, as well as parts thereof, may be subject to dual-use export legislation or special sanctions and, as a result, may not be exported without prior approval and authorisation from the relevant authorities. It is always the responsibility of the customer to investigate the circumstances and, if necessary, obtain permission from the relevant authorities to export or re-export CST’s products and technologies.

19. Applicable law and venue
Any dispute arising between the parties shall be settled by the application of Danish law with CST as the venue.

19.1. The convention on the International Sale of Goods (CISG) shall not apply.