Standard Terms of Sale and Delivery for miniBOOSTER Hydraulics A/S
1.1 These standard terms of sale and delivery shall apply to the extent that they are not waived by written agreement
by the parties concerned. Any terms specified by the purchaser which conflict with these standard terms of sale shall
not be binding on, even though miniBOOSTER Hydraulics A/S fails (hereafter “miniBOOSTER”) to make any complaint
against them. No deviation from the terms shall apply without the explicit written consent of miniBOOSTER.
1.2 The international trade terms specified in ”Incoterms 2010” shall apply between miniBOOSTER and the purchaser.
2.1 No final agreement concerning sale or delivery shall exist between miniBOOSTER and the purchaser until
miniBOOSTER has given its acceptance as an order confirmation or other explicit written confirmation.
2.2 If miniBOOSTER order confirmation does not match the purchaser’s order, the purchaser must complain
immediately. Failure to do so means that the purchaser shall be bound by the contents of the order confirmation.
2.3 Quotations, pro forma invoices and other associated correspondence shall not be binding on miniBOOSTER.
2.4 No cancellation or alteration of orders is regarded as having been accepted until miniBOOSTER has confirmed the
fact in writing. In case of cancellation or alteration the purchaser shall reimburse miniBOOSTER for all reasonable costs
incurred in connection with the cancellation or alteration of orders.
3. Terms of delivery
3.1 All deliveries by miniBOOSTER shall be EXW Sønderborg, Denmark (Incoterms 2010), and the purchaser shall bear
all risks in case of loss, damage or delay during transport. In the absence of any agreement to the contrary, transport
will be performed using the means miniBOOSTER deems best without any liability for miniBOOSTER. Insurance will
only be taken out in the event of a written request by the purchaser.
3.2 miniBOOSTER undertakes to take appropriate measures to deliver on time. If a delay nevertheless occurs,
miniBOOSTER shall be entitled to postpone the time of delivery for up to 30 days without the purchaser being entitled
to cancel the order. A late delivery shall not entitle the purchaser to claim compensation.
4. Tax and duty
4.1 In addition to the purchase price, the purchaser shall pay any tax, duty or customs duty for the purchased goods as
well as any necessary expenses connected with the approval of the purchased goods.
5.1 miniBOOSTER reserves the right to change prices until a final order confirmation has been issued. miniBOOSTER
also reserves the right to change the prices of confirmed orders in case of changes in production costs, salaries/wages,
cost of material, sub-supplies, exchange rates, expenses imposed by public authorities, and the official discount rate.
6. Terms of payment
6.1 Payment shall be made no later than at the time of delivery EXW Sønderborg, Denmark (Incoterms 2010), unless
otherwise specifically agreed in writing.
6.2 If payment is delayed, miniBOOSTER shall be entitled to claim 2% interest on the purchase price per month or part
of a month, as well as to withhold all future consignments. If payment is delayed, miniBOOSTER shall be entitled to
demand that the purchaser pays all reasonable costs incurred in connection with legal or non-legal steps taken with a
view to collecting payment.
6.3 The purchaser shall not be entitled to withhold any payments in respect of alleged claims against miniBOOSTER,
unless such claims have been accepted in writing by miniBOOSTER in advance.
6.4 If the purchaser fails to take delivery of consignments or partconsignments, which are ready for delivery on the
agreed day, the purchaser shall make payment anyway as if delivery had been effected, in the absence of any
agreement to the contrary.
7. Property rights
7.1 Until miniBOOSTER has received full payment for products delivered, such products shall remain the property of
miniBOOSTER even though the purchaser has started to use or process the products or started incorporating the
products in its own application.
8. Intellectual property rights
8.1 miniBOOSTER reserves all rights to products and their design. Products may not be copied or given to any third
parties with a view to copying the products. All drawings and descriptions sent to the purchaser shall remain the
property of miniBOOSTER, and may not be copied, transferred or shown to any third parties in any other way without
the consent of miniBOOSTER.
8.2 If the provision in clause 8.1 is violated, the purchaser shall pay miniBOOSTER the following:
1. Compensation for any loss attributable to unlawful copying.
2. All costs incurred in connection with the legal pursuit of miniBOOSTER rights.
3. All costs incurred in connection with the non-legal pursuit of miniBOOSTER rights.
8.3 In case of a development project should a third party claim intellectual property rights such as patents, design
patents, copyrights, trademarks and similar rights against miniBOOSTER, the purchaser of the project shall indemnify
miniBOOSTER all costs such as legal and court costs and any damages resulting from such claim provided that the
claim is a result of the purchaser’s specifications and requirements.
9. Technical changes and approval
9.1 miniBOOSTER reserves the right to make technical and other changes in products including ordered products
without notice, if it can be done without changing the agreed technical specifications.
9.2 miniBOOSTER is not liable for absence or misinterpretation of information in catalogues and other written
material drawn up by miniBOOSTER. The purchaser shall be fully liable for their application, use and operation of any
miniBOOSTER product, whether or not such application, use or operation has been approved by miniBOOSTER. It is
the responsibility of the purchaser to ensure that the products specified meet the performance criteria defined by the
purchaser for their application. miniBOOSTER cannot assess the impact of all the conditions under which the products
will be operated. This includes but is not limited to exposure to outside elements like temperature and moisture;
duration and frequency of use, safety, etc. The suitability of the products and the products performance under such
varying conditions can only be verified by testing and the responsibility for this testing and validation lies solely with
the purchaser. This includes but is not limited to testing
the products in the purchaser’s application and ensuring the suitability when connecting the purchaser‘s or third
parties’ components to miniBOOSTER products.
9.3 The purchaser undertakes to apply for all necessary national or international approvals of any application in which
miniBOOSTER products are used.
10.1 If the purchaser wishes to claim that the delivered products are defective, the purchaser must complain
immediately to miniBOOSTER.
10.2 The purchaser shall inspect consignments immediately on receipt to check for any shortages, defects, errors or
any other deviations from the contract. If the purchaser wishes to complain to miniBOOSTER, the purchaser shall
submit such complaints to miniBOOSTER no later than 10 days after receipt of the products if the relevant defects
could have been discovered during the purchaser’s inspection on receipt of the delivered products.
10.3 Any damage or loss occurring during transport shall be of no concern to miniBOOSTER, and claims in such
circumstances may only be made against the transport agent concerned.
11. Warranty and rights in case of lack of conformity
11.1 miniBOOSTER warrants the Products to conform to written specifications and to be free from defects in material
and workmanship under use and service for the period of 12 months from the date of production, unless otherwise
agreed. miniBOOSTER warranty is only valid as far as the products have been used and maintained correctly and has
not been tampered with. The warranty does not cover wear and tear. Furthermore, the products must not be
exposed to violent treatment or inadequate maintenance. In the event of this, the warranty will be ineffective/invalid.
miniBOOSTER warranty is only valid if the system is unopened and has been used correctly.
11.2 miniBOOSTER liability for defective products delivered is limited as follows:
11.3 miniBOOSTER is only obliged to perform either re-delivery or repair of the defective product, as preferred by
miniBOOSTER, and only if miniBOOSTER has received the purchaser’s written complaint within the warranty period.
11.4 If defects are discovered in the design, materials or production of any miniBOOSTER product, the purchaser shall
complain immediately in writing to miniBOOSTER, and such allegedly defective product shall then be sent to
miniBOOSTER or to an address stipulated by miniBOOSTER with freight and insurance paid by the sender,
accompanied by a description of the reason for such return. If miniBOOSTER accepts that the product is defective and
the purchaser has complained in time, miniBOOSTER shall dispatch the product after replacement or repair free of
charge. miniBOOSTER shall reimburse the purchaser for the freight costs incurred by the purchaser in sending the
defective product to miniBOOSTER place of business, but only if miniBOOSTER has approved in writing of the method
of dispatch and the costs incurred prior to the dispatch of products.
11.5 miniBOOSTER will not in any circumstances remove, replace or remount miniBOOSTER products which have been
incorporated in other non miniBOOSTER products. Re-delivery or repair under the guarantee will under no
circumstances be performed outside miniBOOSTER places of business.
12. Product liability
12.1 miniBOOSTER shall be liable for product liability in accordance with the relevant legislation in this connection but
does not assume liability in any degree beyond that specified by the legislation. Any product liability not laid down by
law, but which has developed in accordance with legal practice concerning compensation is thus explicitly waived. In
addition, miniBOOSTER shall not be liable for operating losses, loss of profits or other indirect losses caused by
defective miniBOOSTER products.
12.2 The purchaser shall indemnify miniBOOSTER to the extent that miniBOOSTER is liable vis-à-vis third parties for
any damage or loss for which miniBOOSTER is not liable vis-à-vis the purchaser in accordance with clause 12.1 above.
13. Force majeure
13.1 The following circumstances result in exemption from liability if they prevent performance of the agreement or
make performance unreasonably onerous: labour disputes and any other circumstances beyond the control of the
parties concerned, such as fire, war, mobilisation or military call-up of similar dimensions, requisition, confiscation,
currency restrictions, civil unrest or riots, the absence of transport, general shortages of goods, restrictions in fuel, and
defects or delays in deliveries from sub- suppliers due to any of the circumstances mentioned in this clause.
13.2 The circumstances mentioned shall only result in force majeure if their influence on the performance of the
agreement at the time of the formation of the agreement was not possible to predict.
13.3 The party wishing to claim any cause of force majeure as mentioned in clause 13.1 shall without delay inform the
other party in writing about the beginning and end of such causes. In case of force majeure on the part of the
purchaser, the purchaser shall cover the costs incurred by the seller in connection with securing and protecting the
miniBOOSTER product concerned.
14.1 The purchaser shall keep strictly secret and not disclose to any third party any confidential information received
through doing business with miniBOOSTER.
15. Applicable law and venue for disputes
15.1 Any disagreements or disputes between miniBOOSTER and the purchaser shall be settled by Danish law without
regard to its conflict of law rules.
15.2 Unless miniBOOSTER gives its written consent to a process of arbitration, which shall then take place in
Copenhagen, all disputes shall be settled by legal proceedings at miniBOOSTER is venue at the Court in Viborg (Retten
i Viborg) or the Western Division of the Danish High Court (Vestre Landsret), depending on the nature of the case