General Terms and Conditions of Sale and Delivery

1. Introduction and contractual basis
These general terms and conditions of sale and delivery shall apply to the sale of goods, products and services of Winncare Nordic ApS unless otherwise agreed in writing. Unless otherwise stated in the order confirmation, a quotation from Winncare Nordic ApS or other written agreements, then the order confirmation, the underlying quotation and these general conditions, constitute the agreement.
Unless otherwise stated, all quotations from Winncare Nordic ApS are merely to be considered as a request for a quotation and shall thus not be binding for Winncare Nordic ApS. An agreement has been concluded and is binding for the parties when Winncare Nordic ApS has forwarded a written order confirmation. Winncare Nordic ApS Nordic ApS is located on Taarnborgvej 12 C, 4220 Korsoer, Denmark.

2. Prices and terms of payment
All prices are stated in EUR or USD exclusive of VAT. In case of payment in another currency, the official exchange rate of the Nationalbank (the Danish central bank) on the invoice date shall apply. The customer shall pay any taxes, duties, bank fees or similar taxes imposed on the purchased service/product. Unless otherwise stated in Winncare Nordic ApS’ quotation, Winncare Nordic ApS’ valid price is applicable. Winncare Nordic ApS can without notice and with immediate effect make changes in the list prices unless a specific period of price increase forewarning is stated in the customer Agreement. All prices in quotations are stated with reservation to increases of material prices, wages, and changes due to statutory requirements, recommendations, or instructions from public authorities etc.
Invoices are due for prepayment unless otherwise agreed. In case of late payment, interest rates will be charged in accordance with the Danish Overdue Payments Acts.
In case of non-payment, Winncare Nordic ApS sends a payment reminder on a regular basis (approx. 10 days after the due date/previous payment reminder). On the second and third payment reminder, an administration fee of € 30, – will be charged. If Winncare Nordic ApS
has not received payment 10 days from the third payment reminder, the payment will be handed over for debt collection. The customer’s payments will first be written off interest and expenses accrued.

3. Retention of Title
ANY SALE OF PRODUCTS, TO WHICH THE CUSTOMER ACQUIRES THE OWNERSHIP, IS A CONDITIONAL SALE (RESERVATION OF PROPERTY). Winncare Nordic ApS shall retrain ownership of the items until such as Winncare Nordic ApS has received payment in full. Until the ownership has passed to the customer, the customer is obligated to take proper care of the products including storing and maintaining the products as prescribed, to take out insurance for the products against fire, theft and water damage for the full amount and
moreover to make no changes to the equipment without Winncare Nordic ApS’ written accept hereto. Without the accept from Winncare Nordic ApS, the customer shall not move, provide as security, let out, lend or in other way dispose of the products until the property of the products has passed to the customer.
The customer shall ensure that the products are available at any time for Winncare Nordic ApS’ inspection for as long as the ownership of the products lies with Winncare Nordic ApS.

4. Intellectual Property Rights
All property rights and intellectual property rights to production equipment, drawings etc. included in the sales material belong to Winncare Nordic ApS.
The Customer shall not reproduce, represent or adapt, directly or indirect, the Site, in whole or in part, in any form whatsoever. Any intellectual property right pertaining to any Winncare Nordic Aps, such as trademarks, illustrations, photos, images, designs and logos, whether registered or not, is and will remain the exclusive property of Winncare Nordic Aps.

5. Delivery
Delivery takes place ex works, Inco Terms 2020, and unless otherwise agreed. The customer shall arrange for transportation.
For customers within the EU, Winncare will arrange the transport on behalf of customer provided that the order can be sent in a package of max. 30 kg with dimensions: max. 200cm on the longest side, max. 80cm in width and max. 300cm in length + circumference. Fee
EUR 54,00.
For customers in Norway and Switzerland, Winncare will arrange the transport on behalf of customer provided that the order can be sent in a package of max. 30 kg with dimensions: max. 200cm on the longest side, max. 80cm in width and max. 300cm in length +
circumference. Fee EUR 94,00 including import customs and export declaration costs.
Winncare will arrange the best transport and will charge the customer.

6. Return
Pursuant to the following terms and conditions, the customer has no right of return of unused products, except if accepted by Winncare Nordic ApS.
When using the right of return, the customer must contact Winncare Nordic ApS who will then inform the customer of the return order number. The return order number must be visible on the package when the product is returned to Winncare Nordic ApS. A copy of the
customer’s original invoice or delivery note must be enclosed with the returned product.
In the event of a return, Winncare Nordic ApS shall apply a handling fee amounting to 30% of the invoiced price, excluding any discounts.
The Customer shall bear all shipping costs and assumes full risk and liability for the shipment until it is received by Winncare Nordic ApS.

7. Statutory inspection
The customer shall be responsible for performing statutory inspections of the sold products in accordance with ISO DS/EN 10535 and ISO DS/EN 17966.

8. Repairs
Repairs and replacement and spare parts will be invoiced in accordance with prices for the spare parts and the hourly rates valid at the time.

9. Technical data and measurements
The stated measurements on technical data, drafts etc. are for guidance only.

10. Delay
Winncare Nordic ApS will use reasonable endeavors to deliver the customer’s orders within the agreed time, and the customer agrees that time of delivery is not of the essence. If, despite of its endeavors, Winncare Nordic ApS is unable to fulfil any delivery on the specified
date, Winncare Nordic ApS will be deemed not to be in breach, nor will Winncare Nordic ApS have any liability towards the customer for any delay or failure in delivery except as set out herein. No delay entitles the customer to cancel an order, unless and until the customer has
given thirty (30) days’ written notice to Winncare Nordic ApS requiring delivery, and Winncare Nordic ApS has not fulfilled the delivery within that period. If the customer then chooses to cancel an order, the customer shall be entitled to require repayment of prepayment for such delivery as the sole remedy.

11. Defects
The customer shall immediately upon delivery examine the delivered products for defects and to ensure that the delivered products are in accordance with the order confirmation as regards the quality and the quantity.
If the customer wishes to claim for a defect for which Winncare Nordic ApS is liable, the complaint shall be made by written notice upon delivery or immediately after the defect has been observed.
If the customer has not made the complaint immediately, and no later than 12 months after the delivery, the customer’s right to claim defects no longer applies, unless the defect is covered by Winncare Nordic ApS’ warranty in a separately agreed extended warranty period.
If defects in the delivered products are established before the expiry right to claim for defects for which Winncare Nordic ApS is liable, Winncare Nordic ApS reserves the right within a reasonable period, at its own discretion, to remedy the delivered products by i) repairing the products at the customer or at the Winncare Nordic ApS repair center, or ii) making a replacement delivery, or iii) credit the customer a pro rata reduction of the purchase price. This shall be the customer’s sole remedy.

12. Warranty
Winncare Nordic ApS provides a warranty on all its products. The warranty period varies depending on the specific product part in question. Please see the separate warranty period table. Winncare Nordic ApS also provides a 12 months’ warranty on all in-house services and repairs.

13. Limitation of liability
Winncare Nordic ApS can in no situation be held liable for any indirect loss, including consequential loss, loss of earnings, costs to third party remedy and other similar indirect loss or damage. The sole remedies of the customer Winncare Nordic ApS shall in all circumstances be limited to those mentioned under art. 10, 11 and 12 above, and the customer is not entitled to claim damages of any kind in addition hereto.
Winncare Nordic ApS shall be liable for product liability in accordance with the legislation in force at any time but shall not be held liable in any way to anything which goes beyond mandatory legislation.
Any product liability in accordance with Danish case law regarding damages shall thus be expressly disclaimed.

14. Force majeure
None of the parties can be held liable for conditions due to force majeure situations, including but not limited to war, riots, revolts, general strike, fire, natural calamity, currency restrictions, restrictions on import or export, power cut or power failure, long-term disease at key employees and force majeure situations at sub suppliers.

15. Validity of the General Terms and Conditions of Sale
If any of the provisions of these general terms and conditions of sale shall be declared null and void in whole or in part, the other provisions and the other rights and obligations arising from these general terms and conditions of sale shall remain unchanged and shall remain applicable.

16. Applicable law and venue
The Agreement shall be governed by the laws of Denmark disregarding its rules on conflicts of laws.