Standard Terms and Conditions

1. USE AND VALIDITY
All deliveries are subject to the following terms and conditions, unless they are waived by express written agreement.
Buyer specifying particular terms in orders etc. is not regarded as derogating  from the terms below, unless AVIT-Systems A / S (hereafter AVIT-Systems) has approved in writing.

2. OFFER / ORDER
Agreement between buyer and AVIT-Systems is not considered concluded before AVIT-Systems has sent an order confirmation. Any objections to content in order confirmation must be in writing and received by AVIT-Systems before delivery and within 5 working days after order confirmation date.
Canceling or changing an order can only happen with AVIT-Systems' written approval. Buyer must compensate for AVIT-Systems' costs and losses from cancellations or changes, however

3. RATES
Our prices are, unless else is stated,  exclusive current VAT, other taxes, duties, fees, freight etc.
Documented changes in exchange rates, tariffs or other costs included in AVIT-Systems' prices or changes representing an addition, and occurring after AVIT-Systems' deviation from order confirmation or offer, having an increasing effect on the stated prices are debited in addition hereto.
By devaluing the selected currency by more than 2% AVIT-Systems reserves the right to suspend all deliveries and/or adjust its prices accordingly.

4. PAYMENT
Unless otherwise agreed, the purchase price for all supplies, partial as well as complete; due for payment net cash upon delivery. If buyer can not receive the supply at the agreed time, purchase price is due for payment when the supply is reported ready for delivery by AVIT-Systems.
AVIT-Systems reserves the right to change the agreed terms of payment, if buyers solvency is weakened after agreement is entered.
If purchaser fails to pay the purchase price before payment deadline, AVIT-System can from the due date, charge interest at 1.5% of the purchase price per started month.
Purchaser is ineligible to withhold any portion of the purchase price as security for fulfillment of any counterclaims relating to other deliveries, and such retention is considered a significant violation of the agreement.
Any discount is granted only if all outstanding arrears for previous deliveries are paid.
Minimum amount equal to 10% of the agreed purchase price excluding VAT.

5. RETENTION OF TITLE
AVIT-Systems retains title to any delivery until payment occurred.

6. DELIVERY
Delivery times listed are approximate and not binding, unless otherwise is specifically agreed and confirmed in writing by AVIT-Systems.
Delivery is ex warehouse AVIT-Systems' stock in Aalborg, unless otherwise agreed.
If any special agreement regarding delivery is made, this happens at purchasers expense and risk. Is there in such an agreement referred to a delivery clause, this delivery clause must be construed in accordance to the valid INCOTERMS at the time of conclusion.

7. DRAWINGS AND DESCRIPTIONS
All drawings and technical documents related to the delivery or documentation of that which is forwarded by one party to another, before or after the conclusion must remain the sending party's property. Purchaser warrants that drawings, technical documents etc. supplied by the latter as well as the final product produced according to such plans, technical documents etc. does not infringe third party intellectual property rights. If a third party asserts that his intellectual property rights are infringed, AVIT-Systems is entitled to stop the production and/or delivery of goods.

8. INVESTIGATION REQUIRED
Purchaser is immediately upon receipt of a delivery obligated to undertake necessary research to determine any deficiencies. The purchaser's obligation also relates to technical capacity of the product.

9. COMPLAINTS
Purchaser shall give a written notice of defects directly to AVIT-Systems immediately after the situation has been discovered or should have been discovered. This also applies to complaints regarding volume differences.
The notice must include delivery date, a specification of the deficiencies and the time of detection of the deficiency. For whatever reason the deficiency is not filed, the purchaser forfeits its objections, if he does not, within one year after delivery file his complaint to AVIT-Systems.
It is AVIT-Systems' decision if a deficiency must be remedied by replacement, repair or by informing the purchaser a reasonable proportional reduction.
If purchaser does not inform AVIT-system on a deficiency  within stated time limit, purchaser loses his right to submit complaints.
In case of complaint, purchaser is not entitled to dispose over the delivery or return it to the AVIT-system without its written consent. By unwarranted complaints AVIT-Systems reserves the right to charge its costs relating thereto.
Complaints concerning invoice shall be submitted in writing within 8 days after receipt of invoice.

10. RESPONSIBILITY
AVIT-Systems' liability can not exceed the price paid. Additional requirements, including additional costs, loss of operation or profit, or other losses can not, regardless reason, be maintained towards AVIT-Systems. AVIT-Systems` liability for deficiencies is always and in all circumstances limited to AVIT-Systems' discretion either to replace, repair or to notify the buyer a reasonable proportional reduction of the purchase price on the delivery in question. Customer can not make other remedies applicable.
Purchaser may rescind agreements, if deficiencies are not remedied within a reasonable time after purchasers complaint.
If the agreement is rescind by either party as a result of deficiency, the purchaser is entitled to a refund of the price paid against placing the complete delivery at AVIT-Systems' disposal.
AVIT-Systems has no responsibility for any defects other than those specified in this section. Any delay in delivery will not entitle the purchaser to exercise any remedies.

11. FORCE MAJEURE
Purchaser is not entitled to compensation or to terminate the contract in case of lack of delivery, if due to force majeure. If the force majeure circumstances continue for more than three months, purchaser is free to terminate the agreement without any requirement for compensation.
Force majeure exists if AVIT-Systems or its subcontractor is prevented from fulfilling his obligations as a result of war, civil war, insurrection, government restrictions, import and export ban, natural disasters, including but not limited to earthquakes, surges, extensive flooding, tornadoes, volcanic eruptions, and labor disputes, strikes, fires or similar, which should not have or could have been foreseen by the parties at the time of conclusion of this agreement or related agreements.

12. PRODUCT LIABILITY
When damage to property which, by its nature, intended for professional use, AVIT-Systems is solely responsible for following rules:
I) AVIT-Systems is not responsible for damage to real or personal property which occurs, while goods are in possession of purchaser.
II) AVIT-Systems is not responsible for damage to products manufactured by purchaser or to products incorporating such products, or for damage to real or personal property as the purchasers product may cause due to a defect in the product .
III) AVIT-Systems is not responsible for operating loss, loss of profit or other indirect loss. AVIT-Systems' liability can not exceed the price paid. AVIT-Systems is responsible only for one year from time of delivery.
To the extent AVIT-Systems is imposed product liability towards third party, purchaser is obliged to keep AVIT-Systems indemnified to the same extent as AVIT-Systems' liability is limited under this condition.
In case of injury caused by the goods and in case of damage to property which, by their nature are intended for non occupational use, AVIT-Systems is liable in accordance with product liability law
If a third party claim against one of the parties for compensation under this provision, that party shall promptly notify the other party.

13. GOVERNING LAW AND VENUE
Any controversy or dispute between the parties concerning interpretation or scope of these terms and conditions is determined by the district court.